S-4

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As filed with the Securities and Exchange Commission on October 21, 2005

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NATIONAL MENTOR HOLDINGS, INC.*
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 8300
(Primary Standard Industrial
Classification Number) 31-1757086
(I.R.S. Employer
Identification No.)

313 Congress Street, 6th Floor
Boston, Massachusetts 02210
Telephone: (617) 790-4800
(Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)

John W. Gillespie
Executive Vice President, Chief Financial Officer and Treasurer
National MENTOR Holdings, Inc.
313 Congress Street, 6th Floor
Boston, Massachusetts 02210
Telephone: (617) 790-4800
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

James S. Rowe
Kirkland & Ellis LLP
200 E. Randolph Drive
Chicago, Illinois 60601
Telephone: (312) 861-2000

        * The Co-Registrants listed on the next page are also included in this Form S-4 Registration Statement as additional Registrants.

Approximate date of commencement of proposed sale of the securities to the public: The exchange will occur 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. o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
95/8% Senior Subordinated Notes due 2012, Series B	$150,000,000	100%	$150,000,000	$17,655(1)
Guarantees on Senior Subordinated Notes(2)	$150,000,000	—	—	(3)

(1)

Calculated in accordance with Rule 457 under the Securities Act of 1933, as amended.

(2)

The 9⁵/8% Senior Subordinated Notes due 2012, Series B, will be issued by National MENTOR, Inc. ("MENTOR") and guaranteed by National MENTOR Holdings, Inc. and each of MENTOR's domestic subsidiaries, other than certain excluded subsidiaries. No separate consideration will be received for the issuance of these guarantees.

(3)

Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees being registered hereby.

The Registrants hereby amend this Registration Statement on such date or 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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Exact Name of Additional Registrants*	Primary Standard Industrial Classification Number	Jurisdiction of Incorporation or Formation	I.R.S. Employer Identification No.
National MENTOR, Inc.	8300	Delaware	04-3250732
National Mentor, LLC	8300	Delaware	03-0490294
National Mentor Services, LLC	8300	Delaware	03-0490296
Family Advocacy Services, LLC	8300	Delaware	03-0490299
National Mentor Services, Inc.	8300	Delaware	80-0061181
Mentor Management, Inc.	8300	Delaware	80-0061183
National Mentor Healthcare, LLC	8300	Delaware	04-2893910
Carolina Behavioral Services, LLC	8300	Delaware	58-2356432
Center for Comprehensive Services, Inc.	8300	Illinois	37-1036318
Illinois Mentor, Inc.	8300	Illinois	36-3643670
Rehabilitation Achievement Center, Inc.	8300	Illinois	36-3601498
Massachusetts Mentor, Inc.	8300	Massachusetts	04-2799071
Loyd's Liberty Homes, Inc.	8300	California	77-0282781
Unlimited Quest, Inc.	8300	California	33-0067902
First Step Independent Living Program, Inc.	8300	California	95-3574845
Horrigan Cole Enterprises, Inc.	8300	California	33-0152162
Ohio Mentor, Inc.	8300	Ohio	31-1098345
South Carolina Mentor, Inc.	8300	South Carolina	57-0782160
Mentor Maryland, Inc.	8300	Maryland	01-0739432
Cornerstone Living Skills, Inc.	8300	California	68-0286512
REM, Inc.	8300	Minnesota	41-1425896
REM Arizona, Inc.	8300	Arizona	41-1857931
REM Arizona Rehabilitation, Inc.	8300	Arizona	41-1923484
REM Arrowhead, Inc.	8300	Minnesota	41-1910302
REM Atlantic, Inc.	8300	Iowa	41-1532589
REM Central Lakes, Inc.	8300	Minnesota	41-1424026
REM Colorado, Inc.	8300	Colorado	41-1578483
REM Community Options, Inc.	8300	West Virginia	41-1756072
REM Community Payroll Services, LLC	8300	Minnesota	65-1243641
REM Connecticut Community Services, Inc.	8300	Connecticut	41-1895229
REM Consulting & Services, Inc.	8300	Minnesota	41-1270033
REM Consulting of Ohio, Inc.	8300	Ohio	41-1607786
REM Council Bluffs, Inc.	8300	Minnesota	41-1403752
REM Developmental Services, Inc.	8300	Iowa	41-1936672
REM Health, Inc.	8300	Minnesota	41-1623324
REM Health of Iowa, Inc.	8300	Iowa	41-1916703
REM Health of Nebraska, LLC	8300	Delaware	59-3816294
REM Health of Wisconsin, Inc.	8300	Wisconsin	39-1487935
REM Health of Wisconsin II, Inc.	8300	Wisconsin	39-1497152

REM Heartland, Inc.	8300	Minnesota	41-1245622
REM Hennepin, Inc.	8300	Minnesota	41-1509580
REM Home Health, Inc.	8300	Minnesota	41-1865748
REM Indiana, Inc.	8300	Indiana	41-1532587
REM Indiana Community Services, Inc.	8300	Indiana	94-3114223
REM Indiana Community Services II, Inc.	8300	Indiana	41-1787921
REM Iowa Community Services, Inc.	8300	Iowa	22-2929097
REM Iowa, Inc.	8300	Iowa	41-1499229
REM Leadway, Inc.	8300	Minnesota	41-1361725
REM Management, Inc.	8300	Minnesota	41-1691043
REM Maryland, Inc.	8300	Maryland	41-1888678
REM Minnesota Community Services, Inc.	8300	Minnesota	41-1880610
REM Minnesota, Inc.	8300	Minnesota	41-1726312
REM Nevada, Inc.	8300	Nevada	41-1886461
REM New Jersey, Inc.	8300	New Jersey	41-1834352
REM North Dakota, Inc.	8300	North Dakota	41-1434382
REM North Star, Inc.	8300	Minnesota	41-1892341
REM Ohio, Inc.	8300	Ohio	41-1578484
REM Ohio Waivered Services, Inc.	8300	Ohio	41-1703065
REM Oklahoma Community Services, Inc.	8300	Oklahoma	41-1887917
REM Pennsylvania Community Services, Inc.	8300	Pennsylvania	41-1916701
REM Ramsey, Inc.	8300	Minnesota	41-1583903
REM River Bluffs, Inc.	8300	Minnesota	41-1655668
REM SILS of Iowa, Inc.	8300	Iowa	41-1509582
REM South Central Services, Inc.	8300	Minnesota	41-1509578
REM Southwest Services, Inc.	8300	Minnesota	41-1379478
REM Utah, Inc.	8300	Utah	87-0547552
REM West Virginia, Inc.	8300	West Virginia	41-1578482
REM Wisconsin, Inc.	8300	Wisconsin	41-1532591
REM Wisconsin II, Inc.	8300	Wisconsin	41-1784261
REM Wisconsin III, Inc.	8300	Wisconsin	41-1861498
REM Woodvale, Inc.	8300	Minnesota	41-1791260

*

The address for each of the Additional Registrants is c/o National MENTOR Holdings, Inc., 313 Congress Street, 6th Floor, Boston, Massachusetts 02210, telephone: (617) 790-4800.

        The name, address, including zip code of the agent for service for each of the Additional Registrants is John W. Gillespie, Executive Vice President, Chief Financial Officer and Treasurer of National MENTOR Holdings, Inc., 313 Congress Street, 6th Floor, Boston, Massachusetts 02210, telephone: (617) 790-4800.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell nor is it an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 21, 2005

PROSPECTUS

NATIONAL MENTOR, INC.
a direct subsidiary of
NATIONAL MENTOR HOLDINGS, INC.

EXCHANGE OFFER FOR
$150,000,000
9⁵/8% SENIOR SUBORDINATED NOTES DUE 2012

We are offering to exchange:
up to $150,000,000 of our new 9⁵/8% Senior Subordinated Notes due 2012, Series B
for a like amount of our outstanding 9⁵/8% Senior Subordinated Notes due 2012.
Material Terms of Exchange Offer

•

The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.



•

The exchange notes will be unconditionally guaranteed on an unsecured senior subordinated basis by each of our domestic subsidiaries, other than certain excluded subsidiaries.



•

There is no existing public market for the outstanding notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated trading system.



•

You may withdraw your tender of notes at any time before the expiration of the exchange offer. We will exchange all of the outstanding notes that are validly tendered and not withdrawn.



•

The exchange offer expires at 5:00 p.m., New York City time, on                        , 2005, unless extended.



•

The exchange of notes will not be a taxable event for U.S. federal income tax purposes.



•

The exchange offer is not subject to any condition other than that it not violate applicable law or any applicable interpretation of the Staff of the SEC.



•

We will not receive any proceeds from the exchange offer.

For a discussion of certain factors that you should consider before participating in this exchange offer, see "Risk Factors" beginning on page 14 of this prospectus.

Neither the SEC nor any state securities commission has approved the notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

, 2005

We have not authorized anyone to give any information or represent anything to you other than the information contained in this prospectus. You must not rely on any unauthorized information or representations.

Until                        , 2005, all dealers that, buy, sell or trade the exchange notes, whether or not participating in the exchange offer, may be required to deliver a prospectus. This requirement is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments and subscriptions.

TABLE OF CONTENTS

Market, Ranking and Other Data	i
Summary	1
Risk Factors	14
Forward-Looking Statements	26
Exchange Offer	27
Use of Proceeds	34
Capitalization	35
Selected Historical Consolidated Financial Data	36
Management's Discussion and Analysis of Financial Condition and Results of Operations	37
Business	51
Management	67
Security Ownership of Principal Shareholders and Management	75
Certain Relationships and Related Transactions	76
Description of Senior Credit Facilities	80
Description of Notes	83
Certain U.S. Federal Income Tax Considerations	131
Plan of Distribution	137
Legal Matters	138
Experts	138
Where You Can Find Additional Information	138
Index to Financial Statements	F-1

MARKET, RANKING AND OTHER DATA

        The data included in this prospectus regarding markets and ranking, including the size of certain markets and our position and the position of our competitors within these markets, are based on published and unpublished industry sources or on our estimates based on our management's knowledge and experience in the markets in which we operate. References to "Braddock" are to research reports prepared by Dr. David Braddock, Executive Director of the Coleman Institute for Cognitive Disabilities and Associate Vice President of the University of Colorado (CU) System. These reports include the 2005 "The State of the States in Developmental Disabilities" (Preliminary Report) and "The State of the States in Developmental Disabilities: 2004," a presentation to us dated May 24, 2004. We also have included data from other industry reports. Our estimates have been based on these reports as well as information obtained from our clients, trade and business organizations and other contacts in the markets in which we operate. We believe these estimates to be accurate as of the date of this prospectus. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties.

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SUMMARY

This summary highlights information contained elsewhere in this prospectus. It does not contain all the information that you may consider important in making your investment decision. Therefore, you should read the entire prospectus carefully, including, in particular, the section entitled "Risk Factors" and the financial statements and the related notes to those statements. As used herein, references to "MENTOR," "we," "us" and "our" are to National MENTOR Holdings, Inc. and its subsidiaries, references to the "issuer" are to National MENTOR, Inc., exclusive of its subsidiaries, and references to "Holdings" are to National MENTOR Holdings, Inc., exclusive of its subsidiaries. Unless the context otherwise requires, the financial information of MENTOR presented herein is the financial information of Holdings on a consolidated basis together with its subsidiaries.

Our fiscal year ends on September 30. We refer to the fiscal year ended September 30, 2005 as "fiscal 2005," the fiscal year ended September 30, 2004 as "fiscal 2004," the fiscal year ended September 30, 2003 as "fiscal 2003," the fiscal year ended September 30, 2002 as "fiscal 2002" and the seven months ended September 30, 2001 together with the five months ended February 28, 2001 as "fiscal 2001."

Company Overview

        We are a leading provider of home and community-based human services for individuals with mental retardation and other developmental disabilities, at-risk youth and their families and persons with acquired brain injury. We provide our services in small group home, host home, in-home or non-residential settings that are designed to promote our clients' independence and participation in the community. Our customized services offer our clients, as well as the state and county governments that serve them and pay for these services, an attractive, cost-effective alternative to human services provided in large, institutional settings.

        Currently, we provide our services to approximately 19,800 clients in 29 states through approximately 15,000 full time equivalent employees, as well as a pool of approximately 5,100 independently contracted "Mentors." We derived approximately 94% of our revenues from state and county government payors during fiscal 2004, with total net revenues of $648.5 million and net income of $10.2 million during this period. We derived approximately 94% of our revenues from state and county government payors during the nine months ended June 30, 2005, with total net revenues of $515.3 million and net income of $10.1 million during this period. We have complemented our organic growth by the strategic acquisitions of philosophically compatible providers. In May 2003, we acquired REM, Inc., one of the largest providers of MR/DD services in the United States, which has since been integrated into our operations. We have grown our net revenues from $88.3 million in fiscal 1997 to $648.5 million in fiscal 2004.

        We provide services to three population groups:

        Mental Retardation/Developmental Disability (MR/DD).    The largest part of our business is the delivery of quality living services to individuals with mental retardation or a developmental disability. We provide services to these clients in both residential and non-residential settings. Our residential settings include small group homes and intermediate care facilities for individuals with mental retardation or developmental disabilities (ICFs-MR), most of which house six people or less, "host homes," in which a client lives in the home of one of our trained Mentors, and in-home settings, in which we support our clients' independence with 24 hour support in their own homes. Our non-residential services consist primarily of day programs and periodic services in various settings. The MR/DD services we provide include residential support, vocational services, day habilitation and case management. As of June 30, 2005, we had MR/DD programs in 26 states. For fiscal 2004, our MR/DD services generated revenues of $481.7 million, representing approximately 74% of our net revenues, and for the nine months ended June 30, 2005, our MR/DD services generated revenues of $371.7 million,

1

representing approximately 72% of our net revenues. We received substantially all of our revenues for MR/DD services from state and county government payors during the same periods.

        Children and Families at Risk.    We provide a variety of services to children with severe emotional, developmental and behavioral disorders, medical complexities and youth under the auspices of the juvenile justice system, all of whom we refer to as at-risk youth (ARY). At September 30, 2004 and at June 30, 2005, approximately 84% and 83%, respectively, of our ARY services were provided in a host home setting, in which a child is placed in the home of one of our Mentors. We also work with state and county youth services agencies to provide family-based services designed to support family preservation and family reunification. These services either preempt the need for out-of-home care or provide at-risk families with the support they need to reunify upon discharge from our programs. Our other ARY services include case management, adoption assistance and education services. As of June 30, 2005, we had ARY programs in 20 states. For fiscal 2004, our ARY services generated revenues of $100.6 million, representing approximately 16% of our net revenues, and for the nine months ended June 30, 2005, our ARY services generated revenues of $88.6 million, representing approximately 17% of our net revenues. We received substantially all of our revenues for ARY services from state and county government payors during the same periods.

        Acquired Brain Injury (ABI).    We define acquired brain injury (ABI) as injury to the brain sustained after birth that is not related to a congenital disorder, a developmental disability or a process which progressively damages the brain. We provide post-acute ABI services in small group homes, as well as through in-home support and in non-residential settings. These services include neurorehabilitation, neurobehavioral rehabilitation and assisted living services. As of June 30, 2005, we had ABI programs in nine states serving clients referred to us from 26 states. For fiscal 2004, our ABI services generated revenues of $35.1 million, representing approximately 5% of our net revenues, and for the nine months ended June 30, 2005, our ABI services generated revenues of $28.0 million, representing approximately 5% of our revenues. During the same periods, we received approximately 61% of our ABI revenues from state and county government payors and approximately 39% from private payors.

Competitive Strengths

        We believe that the following competitive strengths have allowed us to achieve and maintain our position as a leading provider of home and community-based services to our three population groups: individuals with MR/DD, at-risk youth and their families and persons with acquired brain injury.

        National Platform with Diverse Payor Mix.    We serve clients in 29 states, which comprise approximately 75% of the United States population, although we do not operate in all regions of those states. In addition, our diverse base of state and county purchasing entities stabilizes our revenue base and mitigates the impact of changes in rates or reimbursement policies in any particular state or county.

        Client-Oriented Care Model.    We specialize in adapting our service offerings to a wide range of intensities of care. We believe that our expertise in customized home and community-based services has allowed us to capitalize on the industry's continued shift away from institutional care models.

        Strong and Stable Cash Flow.    According to Braddock, advances in medical technology have increased the life expectancy of the MR/DD population from 19 years in the 1930s to 59 years in the 1970s and 66 years in 1993, further increasing our clients' expected length of care. In many cases, our clients remain in our homes for the remainder of their lives.

        Flexible Cost Structure.    In many cases we use contract workers rather than full-time employees, many of whom are paid a per diem amount. Additionally, we operate most of our group homes under

2

lease arrangements, more than half of which have terms of two years or less. Our national scope and scale have also enabled us to implement best practices across our organization and leverage economies of scale in various direct and indirect costs, resulting in lower overall costs.

        Experienced Management Team and Equity Sponsor.    Our management team has extensive public and private sector experience in human services. Our senior management team has been with us for an average of 11 years and averages approximately 20 years in the human services industry. Many of our senior managers have previously held leadership positions as policy makers, fiscal managers and service providers in our industry. In addition, our equity sponsor, Madison Dearborn, has considerable experience making investments in a wide variety of industries.

Our Strategy

        The primary aspects of our strategy include the following:

        Capitalize on Favorable and Demographic Industry Trends.    According to Braddock, total public spending for MR/DD services in the United States has grown from $34.5 billion in 2002 to $38.6 billion in 2004, the most recent year for which data is available, while spending for public and private institutions serving more than 16 persons has declined during the same period. In addition, the aging of the "baby boom" generation is expected to reduce the number of family caregivers for people with MR/DD.

        Expand Our Services in New and Existing Markets.    We intend to continue to expand into new territories and develop complementary services in existing locations. We often seek new program starts through the signing of an anchor contract in a new state or region with the intention of leveraging the initial contract to expand geographically, by service line or by model. We also cross-sell programs, starting new service lines in states where we have established ourselves in other services lines. Since the inception of the new start program in fiscal 2002, we have 73 new starts operating, including 33 which launched in fiscal 2005. We intend to pursue new program starts and cross-selling opportunities aggressively.

        Leverage Our National Resources.    We intend to develop and implement best practices across our national network and to offer a broad continuum of care, including serving clients with the most severe disabilities. We also intend to continue to invest in company-wide training programs and systems for quality control and incident reporting.

        Continue to Strengthen Our Third-Party Payor Relationships.    Our relationships with state and local government agencies and not-for-profit organizations such as Alliance Health and Human Services, Inc. have enabled us to gain contract referrals and to cross-sell new services into existing markets, as well as to leverage "local knowledge" to increase quality on a cost-effective basis. We intend to continue to strengthen these relationships by developing innovative programs and integrating payment systems.

        Selectively Pursue Acquisitions.    Our management team has successfully integrated 32 acquisitions since 1997. Of these acquisitions, 31 were small, strategic acquisitions that we folded into our existing operations. In addition, in May 2003, we acquired REM, Inc., one of the largest providers of services to the MR/DD population in the United States. We intend to continue to pursue strategic acquisitions that can be readily integrated into our existing operations.

The Refinancing

        Concurrently with the offering of the outstanding notes, we amended and restated our then-existing senior credit facilities. We refer to the amended and restated senior credit facilities as the "senior credit facilities." The senior credit facilities consist of a six-year $80.0 million revolving credit facility and a seven-year $175.0 million term loan B facility.

3

        We used the proceeds of the offering of the outstanding notes, cash on hand and borrowings under the senior credit facilities to:

•

repay all amounts owing under our then-existing senior credit facilities;



•

repay the subordinated notes issued by Holdings to the former stockholders of REM, Inc. in connection with our acquisition of REM in May 2003, which we refer to as the "REM seller notes," and the subordinated notes issued by Holdings to Madison Dearborn in 2001, which we refer to as the "MDP subordinated notes;"



•

redeem the outstanding preferred stock of Holdings;



•

fund an escrow account in order to provide a source of payment for net amounts that may be owing (after deducting amounts to which we are entitled under our right of offset) under a promissory note issued by Holdings to Magellan Public Network, Inc. in connection with the acquisition of our company from Magellan in 2001, which we refer to as the "Magellan note;"



•

pay certain deferred compensation obligations; and



•

pay transaction fees and expenses.

        We refer to these transactions, collectively, as the "Refinancing."

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Corporate Structure

        The following chart summarizes our organizational structure, common equity ownership (based on shares currently outstanding) and our principal indebtedness on June 30, 2005:

(1)

The guarantors of the notes offered hereby also guarantee our senior credit facilities on a senior basis.

(2)

Pursuant to an intercreditor agreement entered into in connection with our acquisition from Magellan in 2001, our repayment of certain indebtedness in connection with the Refinancing is prohibited unless the Magellan note is repaid in full. We elected not to repay the Magellan note as part of the Refinancing because, pursuant to a bankruptcy court order, Holdings is entitled to offset potential claims it may have against Magellan against amounts owed to Magellan under the note, and would lose that right of offset if it were to repay the note as part of the Refinancing. We are currently in negotiations with Magellan in order to resolve these claims and the net amounts that may be due under the note, after deducting amounts to which we are entitled under our right of offset. We have deposited $4.0 million, which amount exceeds the $3.0 million currently outstanding under the Magellan note, into an escrow account pending completion of these negotiations.

(3)

The senior credit facilities consist of a six-year revolving credit facility in aggregate principal amount of $80.0 million and a seven-year term loan B facility in aggregate principal amount of $171.9 million.

(4)

Includes a mortgage facility dated as of May 20, 2005 between Holdings, National MENTOR, Inc., certain subsidiaries of National MENTOR, Inc. and Bank of America, as Lender. As of June 30, 2005, $6.2 million was outstanding under this facility.

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Our Equity Sponsor

        Madison Dearborn is a leading private equity investment firm based in Chicago, Illinois. Madison Dearborn, through limited partnerships of which it is the general partner, has approximately $8 billion of capital under management. Madison Dearborn focuses on investments in several specific industry sectors, including healthcare, basic industries (which includes companies in the utilities, chemicals, paper and packaging, natural resources, and general manufacturing and service industries), communications, consumer and financial services.

        We were incorporated under the laws of the State of Delaware. Our principal executive offices are located at 313 Congress Street, 6th Floor, Boston, MA 02210. Our website address is thementornetwork.com. The information on our website is not deemed to be part of this prospectus.

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Summary of the Exchange Offer

The Initial Offering of Outstanding Notes	We sold the outstanding notes on November 4, 2004 to Banc of America Securities LLC, J.P. Morgan Securities Inc., UBS Securities LLC and CIBC World Markets Corp. We collectively refer to those parties in this prospectus as the "initial purchasers." The initial purchasers subsequently resold the outstanding notes: (i) to qualified institutional buyers pursuant to Rule 144A; or (ii) outside the United States in compliance with Regulation S, each as promulgated under the Securities Act of 1933, as amended.
Registration Rights Agreement	Simultaneously with the initial sale of the outstanding notes, we entered into a registration rights agreement for the exchange offer. In the registration rights agreement, we agreed, among other things, to use our reasonable best efforts to file a registration statement with the SEC and to commence and complete this exchange offer within 360 days of issuing the outstanding notes. The exchange offer is intended to satisfy your rights under the registration rights agreement. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your outstanding notes.
The Exchange Offer	We are offering to exchange the exchange notes, which have been registered under the Securities Act, for your outstanding notes, which were issued on November 4, 2004 in the initial offering. In order to be exchanged, an outstanding note must be properly tendered and accepted. All outstanding notes that are validly tendered and not validly withdrawn will be exchanged. We will issue exchange notes promptly after the expiration of the exchange offer.
Resales	We believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act provided that:
	•	the exchange notes are being acquired in the ordinary course of your business;
	•	you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer; and
	•	you are not an affiliate of ours.
	If any of these conditions are not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability.

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	Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes that were acquired by that broker-dealer as a result of market-marking or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes issued to it in the exchange offer.
Record Date	We mailed this prospectus and the related exchange offer documents to registered holders of outstanding notes on                  , 2005.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time,                  , 2005, unless we decide to extend the expiration date.
Conditions to the Exchange Offer	The exchange offer is not subject to any condition other than that the exchange offer not violate applicable law or any applicable interpretation of the staff of the SEC.
Procedures for Tendering Outstanding Notes	If you wish to tender your notes for exchange in this exchange offer, you must transmit to the exchange agent on or before the expiration date either:
	•	an original or a facsimile of a properly completed and duly executed copy of the letter of transmittal, which accompanies this prospectus, together with your outstanding notes and any other documentation required by the letter of transmittal, at the address provided on the cover page of the letter of transmittal; or
	•	If the notes you own are held of record by The Depository Trust Company, or "DTC," in book-entry form and you are making delivery by book-entry transfer, a computer-generated message transmitted by means of the Automated Tender Offer Program System of DTC, or "ATOP," in which you acknowledge and agree to be bound by the terms of the letter of transmittal and which, when received by the exchange agent, forms a part of a confirmation of book-entry transfer. As part of the book-entry transfer, DTC will facilitate the exchange of your notes and update your account to reflect the issuance of the exchange notes to you. ATOP allows you to electronically transmit your acceptance of the exchange offer to DTC instead of physically completing and delivering a letter of transmittal to the notes exchange agent.
	In addition, you must deliver to the exchange agent on or before the expiration date:
	•	a timely confirmation of book-entry transfer of your outstanding notes into the account of the notes exchange agent at DTC if you are effecting delivery of book-entry transfer, or
	•	if necessary, the documents required for compliance with the guaranteed delivery procedures.

8

Special Procedures for Beneficial Owners	If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.
Withdrawal Rights	You may withdraw the tender of your outstanding notes at any time prior to 5:00 p.m., New York City time, on                  , 2005.
Federal Income Tax Considerations	The exchange of outstanding notes will not be a taxable event for United States federal income tax purposes.
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer.
Exchange Agent	U.S. Bank National Association is serving as the exchange agent in connection with the exchange offer.

9

Summary of Terms of the Exchange Notes

        The form and terms of the exchange notes are the same as the form and terms of the outstanding notes, except that the exchange notes will be registered under the Securities Act. As a result, the exchange notes will not bear legends restricted their transfer and will not contain the registration rights and liquidated damage provisions contained in the outstanding notes. The exchange notes represent the same debt as the outstanding notes. Both the outstanding notes and the exchange notes are governed by the same indenture. Unless the context otherwise requires, we use the term "notes" in this prospectus to collectively refer to the outstanding notes and the exchange notes.

Issuer	National MENTOR, Inc.
Securities	$150.0 million in principal amount of senior subordinated notes due 2012, Series B.
Maturity	December 1, 2012.
Interest	Annual rate: 95/8%.
	Payment frequency: every six months on June 1 and December 1.
	First Payment: December 1, 2005.
Ranking	The exchange notes will be the issuer's unsecured senior subordinated debt. Accordingly, the notes will rank:
	•	junior to all of the issuer's existing and future senior debt, including borrowings under the senior credit facilities;
	•	equally with any of the issuer's future senior subordinated debt;
	•	ahead of any of the issuer's future debt that expressly provides that it is subordinated to the notes; and
	•	effectively subordinated to any existing or future debt or other liabilities of any of the issuer's subsidiaries that do not guarantee the notes.
	On June 30, 2005, the issuer had $178.1 million of debt outstanding, other than the notes, all of which were borrowings under the senior credit facilities and the term loan mortgage.
Guarantees	The exchange notes will be unconditionally guaranteed on an unsecured senior subordinated basis by Holdings, the issuer's parent company, and each of the issuer's existing and future domestic subsidiaries, other than certain excluded subsidiaries. We refer to Holdings and these subsidiaries, collectively, as the guarantors. As of June 30, 2005, all of the issuer's subsidiaries, other than one not-for-profit corporation, were guarantors of the notes. The guarantees of the exchange notes will rank:
	•	junior to all existing and future senior debt of the guarantors, including any guarantees of borrowings under the senior credit facilities;
	•	equally with any future senior subordinated debt of the guarantors; and
	•	ahead of all future debt of the guarantors that expressly provides that it is subordinated to the guarantees.

10

	On June 30, 2005, the guarantors had $181.1 million of debt outstanding, excluding their guarantee of the notes, all of which was senior debt and of which $178.1 million consisted of guarantees of our borrowings under the senior credit facilities and the term loan mortgage.
Optional Redemption	We may redeem the exchange notes, in whole or in part, at any time on or after December 1, 2008, at the redemption prices described in the section "Description of Notes—Optional Redemption," plus accrued and unpaid interest.
	In addition, before December 1, 2007, we may redeem up to 35% of the notes with the net cash proceeds from certain equity offerings at the redemption price listed in "Description of Notes—Optional Redemption." However, we may only make such redemptions if at least 65% of the aggregate principal amount of exchange notes issued under the indenture remains outstanding immediately after the occurrence of such redemption.
Change of Control	Upon the occurrence of a change in control, we must offer to repurchase the exchange notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase.
Certain Covenants	The indenture under which the outstanding notes were issued will govern the exchange notes. The indenture contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:
	•	borrow money;
	•	pay dividends on or redeem or repurchase stock;
	•	make certain types of investments and other restricted payments;
	•	create liens;
	•	sell certain assets or merge with or into other companies;
	•	enter into certain transactions with affiliates;
	•	sell stock in our restricted subsidiaries; and
	•	restrict dividends or other payments from our subsidiaries.
	These covenants contain important exceptions, limitations and qualifications. For more details, see "Description of Notes."
Absence of a Public Market	There is currently no established market for the exchange notes.

You should refer to "Risk Factors—Risks Associated with the Exchange Offer" elsewhere in this prospectus for an explanation of certain risks relating to the notes and the exchange offer.

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Summary Consolidated Financial Data

        The following table sets forth historical and pro forma consolidated financial data for Holdings and its subsidiaries or our predecessor and its subsidiaries for the periods ended and at the dates indicated below. We have derived the historical consolidated financial data for fiscal 2002, fiscal 2003 and fiscal 2004 from Holding's audited consolidated financial statements, which are included elsewhere in this prospectus. We have derived the historical consolidated financial data for the nine months ended June 30, 2004 and as of and for the nine months ended June 30, 2005 from our unaudited consolidated financial statements, which are included elsewhere in this prospectus.

        The following summary consolidated financial information should be read in conjunction with "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

		Year Ended September 30,									Nine Months Ended June 30,
		2002			2003(1)			2004			2004			2005
											(unaudited)
		(dollars in thousands)
Statement of Operations Data:
Net revenues		$	241,441		$	412,839		$	648,493		$	479,594		$	515,335
Cost of revenues			167,560			305,311			491,884			363,558			390,054
Gross profit			73,881			107,528			156,609			116,036			125,281
Operating Expenses:
	General and administrative		48,829			67,594			86,856			64,780			68,823
	Depreciation and amortization		15,603			13,071			21,484			16,237			15,688
Income from operations			9,449			26,863			48,269			35,019			40,770
	Other income (expense), net		(58	)		(650	)		(2,838	)		(2,198	)		(190	)
	Interest expense, net		(7,575	)		(15,809	)		(26,825	)		(16,882	)		(22,592	)
Income before provision for income taxes			1,816			10,404			18,606			15,939			17,988
Provision for income taxes			726			4,462			8,423			6,934			7,879
Net income		$	1,090		$	5,942		$	10,183		$	9,005		$	10,109
Other Financial Data:
Cash flows provided by (used in):
	Operating activities	$	13,525		$	33,613		$	37,671		$	22,612		$	24,545
	Investing activities		(3,672	)		(262,237	)		(19,975	)		(15,256	)		(8,765	)
	Financing activities		(16,333	)		243,884			(9,084	)		(7,033	)		(11,664	)
Capital expenditures			4,050			8,543			15,601			10,309			8,993
Program rent expense(2)			4,705			8,470			11,899			8,770			9,644
EBITDA(3)			24,994			39,284			66,915			49,058			56,268

	As of June 30, 2005
	(unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	28,532
Cash held in escrow		4,000
Working capital(4)		54,292
Total assets		446,496
Total debt		331,133
Deferred compensation		880
Shareholders' equity		32,349

(1)

Results for fiscal 2003 include the results of operations related to REM, Inc. from the date of its acquisition on May 1, 2003.

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(2)

Program rent expense is defined as lease expenses related to buildings directly utilized in providing services to clients.

(3)

"EBITDA" represents income before interest, taxes, depreciation and amortization. EBITDA is not intended to represent cash flow from operations as defined by GAAP and should not be used as an alternative to net income as an indicator of operating performance or to cash flow as a measure of liquidity. EBITDA is included because it is the basis upon which our management assesses financial performance. While EBITDA is frequently used as a measure of operating performance and the ability to meet debt service requirements, it is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation.

        The following table provides a reconciliation from net income to EBITDA:

	Year Ended September 30,						Nine Months Ended June 30,
	2002		2003		2004		2004		2005
							(unaudited)
	(dollars in thousands)
Net income	$	1,090	$	5,942	$	10,183	$	9,005	$	10,109
Provision for income taxes		726		4,462		8,423		6,934		7,879
Interest expense		7,575		15,809		26,825		16,882		22,592
Depreciation and amortization		15,603		13,071		21,484		16,237		15,688
EBITDA	$	24,994	$	39,284	$	66,915	$	49,058	$	56,268

(4)

Working capital is calculated as current assets minus current liabilities.

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RISK FACTORS

        You should carefully consider the risks and uncertainties described below in addition to the other information contained in this prospectus, when deciding whether to participate in the exchange offer. The risks and uncertainties described below are not the only ones we or you may face. The following risks, together with additional risks and uncertainties not currently known to us or that we may currently deem immaterial, could impair our financial condition and results of operations.

Risks Associated with the Exchange Offer

Because there is no public market for the notes, you may not be able to resell your notes.

        The exchange notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market, and there can be no assurance as to:

•

the liquidity of any trading market that may develop;



•

the ability of holders to sell their exchange notes; or



•

the price at which the holders would be able to sell their exchange notes.

If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar debentures and our financial performance.

        We understand that the initial purchasers presently intend to make a market in the exchange notes. However, they are not obligated to do so, and any market-making activity with respect to the notes may be discontinued at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, and may be limited during the exchange offer or the pendency of an applicable shelf registration statement. There can be no assurance that an active trading market will exist for the notes or that any trading market that does develop will be liquid.

        In addition, any holder of outstanding notes who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes may be deemed to have received restricted securities, and if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For a description of these requirements, see "Exchange Offer."

Your outstanding notes will not be accepted for exchange if you fail to follow the exchange offer procedures.

        We will not accept your notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after a timely receipt of your outstanding notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your outstanding notes, please allow sufficient time to ensure timely delivery. If we do not receive your notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange. If there are defects or irregularities with respect to your tender of notes, we may not accept your notes for exchange. For more information, see "Exchange Offer."

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If you do not exchange your outstanding notes, your outstanding notes will continue to be subject to the existing transfer restrictions and you may not be able to sell your outstanding notes.

        We did not register the outstanding notes, nor do we intend to do so following the exchange offer. Outstanding notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. If you do not exchange your outstanding notes, you will lose your right to have your outstanding notes registered under the federal securities laws. As a result, if you hold outstanding notes after the exchange offer, you may not be able to sell your outstanding notes.

Risks Related to the Notes

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

        We have a significant amount of indebtedness. As of June 30, 2005, the issuer and the guarantors had total indebtedness of $331.1 million. Our level of indebtedness could have important consequences to you. For example, it could:

•

limit our ability to borrow money or sell stock to fund our working capital, capital expenditures, acquisitions and debt service requirements;



•

substantially increase our vulnerability to changes in interest rates, because a substantial portion of our indebtedness will bear interest at floating rates;



•

require a substantial portion of our cash flow from operations to be used for debt payments, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and future business opportunities;



•

make us more vulnerable to a downturn in our business or in the economy; and



•

place us at a disadvantage to some of our competitors, who may be less highly leveraged than us.

        Subject to restrictions in the indenture governing the notes and our senior credit facilities, we may incur additional indebtedness, which could increase the risks associated with our already substantial indebtedness.

Restrictive covenants will restrict our ability to operate our business and to pursue our business strategies.

        The credit agreement governing our senior credit facilities and the indenture governing the notes contain, and agreements governing future debt issuances may contain, covenants that restrict our ability to finance future operations or capital needs or to engage in other business activities. Our senior credit facilities and the indenture restrict, among other things, our ability and the ability of our subsidiaries to:

•

incur additional indebtedness;



•

pay dividends or make distributions in respect of our capital stock or to make certain other restricted payments or investments;



•

purchase or redeem stock;



•

make investments and extend credit;

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•

engage in transactions with affiliates;



•

consummate certain asset sales;



•

effect a consolidation or merger or sell, transfer, lease or otherwise dispose of all or substantially all of our assets;



•

create liens on our assets; and



•

enter into new lines of businesses.

        In addition, our senior credit facilities require us to meet certain financial ratios and other financial condition tests. Our ability to meet these financial ratios and tests can be affected by events beyond our control and some of the tests require us to improve our financial position and operating results. We cannot assure you that we will satisfy these ratios and other tests.

        Our ability to finance acquisitions, operations, expansions and capital needs may be limited by covenants in the credit agreement governing our senior credit facilities and the indenture governing the notes. These covenants may significantly restrict our ability to respond to changing business and economic conditions and to obtain additional financing, and may prevent us from engaging in transactions that may be important to our growth strategy or otherwise beneficial to us. In addition, any breach of these covenants could cause a default under other debt and the notes. If there were an event of default under any of our debt instruments that was not cured or waived, the holders of the defaulted debt could cause all amounts outstanding with respect to the debt instrument to be due and payable immediately. Our assets and cash flow may not be sufficient to fully repay borrowings under our outstanding debt instruments, either upon maturity or if accelerated upon an event of default. If, as or when required, we are unable to repay, refinance or restructure our indebtedness under, or amend the covenants contained in, our senior credit facilities, the lenders under our senior credit facilities could institute foreclosure proceedings against the assets securing borrowings under the senior credit facilities.

We may not be able to generate sufficient cash flows to meet our debt service obligations.

        Our ability to make payments on and refinance our indebtedness, including the notes, will depend on our ability to generate cash from our future operations. Our ability to generate cash from future operations is subject, in large part, to general economic, competitive, legislative and regulatory factors and other factors that are beyond our control.

        Our business may not generate sufficient cash flows from operations, and future borrowings under our senior credit facilities or from other sources may not be available to us in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity financing or reducing or delaying capital expenditures, strategic acquisitions, investments or alliances. We may not be able to take such actions, if necessary, on commercially reasonable terms, or at all. In addition, we may need to refinance or restructure all or a portion of our indebtedness, including our senior credit facilities and the notes, on or before maturity. We may not be able to refinance any of our indebtedness on commercially reasonable terms, or at all.

Your right to receive payments on the notes and the guarantees is junior to all of our and the guarantors' senior debt, including our senior credit facilities.

        The notes and the related guarantees are contractually junior in right of payment to all of our and the guarantors' existing and future senior debt. As a result, upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy or similar proceeding relating to us or the guarantors, the holders of our senior debt and the senior debt of the guarantors will be entitled to be paid in full in cash before any payment may be made with respect to the notes or the guarantees. Accordingly, we

16

and the guarantors may not have enough assets remaining after paying the holders of senior debt in full to pay you. As of June 30, 2005, the notes were subordinated to $178.1 million of senior debt of the issuer and the guarantees were subordinated to $181.1 million of senior debt of the guarantors. We and the guarantors will also be able to incur substantial indebtedness in the future, including additional senior debt. In addition, all payments on the notes and the guarantees will be blocked in the event of a payment default on designated senior debt and may be blocked for up to 179 days for certain other defaults.

Since the notes are unsecured, your right to enforce remedies is limited by the rights of holders of secured debt.

        In addition to being contractually subordinated to all existing and future senior debt, our obligations under the notes and the guarantors' obligations under the guarantees are unsecured, while our obligations, and the obligations of the guarantors, under our senior credit facilities are secured by substantially all of their assets and capital stock. If we become insolvent or are liquidated, or if payment under our senior credit facilities is accelerated, the lenders under our senior credit facilities will be entitled to exercise the remedies available to a secured lender under applicable law. These lenders will have a claim on all assets securing our senior credit facilities before the holders of unsecured debt, including the notes. See "Description of Senior Credit Facilities."

Federal and state statutes allow courts, under specific circumstances, to void the notes or the guarantees and require noteholders to return payments received from the issuer or the guarantors.

        Under the U.S. bankruptcy law and comparable provisions of state fraudulent transfer and conveyance laws, the notes or the guarantees could be voided, or claims in respect of the notes or a guarantee could be subordinated to all other debts of the issuer or that guarantor if, among other things, the issuer or that guarantor, at the time it issued the notes or incurred the indebtedness evidenced by its guarantee:

•

issued the notes or provided the guarantee with the intent of hindering, delaying or defrauding any present or future creditor; or



•

received less than reasonably equivalent value or fair consideration for issuing the notes or providing such guarantee, and (1) was insolvent or rendered insolvent by reason of such incurrence, (2) was engaged in a business or transaction for which the issuer's or such guarantor's remaining assets constituted unreasonably small capital, or (3) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

        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, the issuer or a guarantor would be considered insolvent if:

•

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



•

if the present fair saleable value of its assets was 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.

        We cannot be certain as to the standard that a court would use to determine whether or not the issuer or a guarantor was solvent upon issuance of the notes or a guarantee or, regardless of the actual standard applied by the court, that the issuance of the notes or a guarantee would not be voided or subordinated to our or any guarantor's other debt.

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        If a guarantee were legally challenged, such guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the guarantor, the obligations of the guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantee, subordinate it to the guarantor's other debt or take other action detrimental to the holders of the notes.

        If a court voided the notes or a guarantee, you would no longer have a claim against the issuer or the relevant guarantor or the assets of the issuer or such guarantor. In addition, the court might direct you to repay any amounts already received from the issuer or such guarantor.

We may not be able to purchase the notes upon a change of control, which would result in a default in the indenture governing the notes and would adversely affect our business and financial condition.

        Upon the occurrence of specific kinds of change of control events, we must offer to purchase the notes. We may not have sufficient funds available at the time of the change of control to make the required repurchase of the notes, and restrictions in our senior credit facilities may not allow that repurchase. Events that would constitute a change of control under the indenture would also constitute a default under our senior credit facilities. Moreover, even if a change of control itself does not cause a default under our senior credit facilities, the exercise by the holders of the notes of their right to require us to repurchase the notes in connection with a change of control transaction could cause such a default. A default under the indenture governing the notes or our senior credit facilities may have a material adverse effect on our business, financial condition and operating results.

Risks Related to Our Business

Reductions in Medicaid funding or changes in budgetary priorities by the state and county governments that pay for our services could have a material adverse effect on our revenues and profitability.

        During fiscal 2004 and the nine months ended June 2005, we derived a majority of our revenues from contracts with state and local governments. These government payors fund a significant portion of their payments to us through Medicaid waiver programs, under which $1 of state funding is matched by federal funding of between $1 and $4. Our revenues therefore are determined by the size of federal, state and local governmental appropriations for the services we provide. Budgetary pressures, as well as economic, industry, political or other factors, could cause governments to limit appropriations for these services, which could significantly reduce our revenues, margins and profitability and adversely affect our growth strategy. For instance, earlier this year the United States Congress adopted a fiscal 2006 budget resolution that requires congressional authorizing committees to produce a budget plan this fall to reduce federal spending on entitlement programs by $34.7 billion over the next five years, including a reduction of $10 billion in Medicaid spending.

        Federal, state and local government agencies generally condition their contracts with us upon a sufficient budgetary appropriation. If a government agency does not receive an appropriation sufficient to cover its contractual obligations with us, it may terminate a contract or defer or reduce our reimbursement. In addition, there is risk that previously appropriated funds could be reduced through subsequent legislation. Many states in which we operate have experienced budgetary pressures from time to time and, during these times, some of these states have initiated service reductions, rate freezes and/or rate reductions. The loss or reduction of reimbursement under our contracts could have a material adverse effect on our business, financial condition and operating results.

The nature of our operations could subject us to substantial litigation.

        We are in the human services business and therefore we have been and continue to be subject to claims alleging we, our Mentors or our employees failed to provide proper care for a client, as well as

18

claims for negligence or intentional misconduct, including personal injury, assault, battery, abuse, wrongful death and other charges. Regulatory agencies may initiate administrative proceedings alleging that our programs, employees or agents violate statutes and regulations and seek to impose monetary penalties on us. We could be required to pay substantial amounts of money to respond to regulatory investigations or defend against civil lawsuits and, if we do not prevail, in damages, settlement amounts or penalties arising from these legal proceedings. We have incurred professional liability claims and insurance expense of $1.9 million, $2.8 million, $2.6 million and $1.3 million for the nine months ended June 30, 2005, fiscal 2004, fiscal 2003 and fiscal 2002, respectively. We currently self-insure for amounts of up to $1.0 million per claim and $2.0 million in the aggregate. Above these limits, we have $9.0 million of coverage, subject to a $250,000 deductible per occurrence, once the aggregate limit is reached. An award in excess of our third-party insurance limits and self-insurance reserves could have a material adverse impact on our operations and cash flow and could adversely impact our ability to continue to purchase appropriate liability insurance. Even if we are successful in our defense, civil lawsuits or regulatory proceedings could also irreparably damage our reputation. We also are subject to potential lawsuits under a federal whistleblower statute designed to combat fraud and abuse in the health care industry. These lawsuits can involve significant monetary awards and bounties to private plaintiffs who successfully bring these suits. Finally, we are also subject to employee related claims such as wrongful discharge or discrimination or a violation of equal employment law.

Many of our contracts with state and county government agencies are subject to audit and modification by the payors.

        We derive virtually all of our revenues from state and local government agencies, and a substantial portion of these revenues are state-funded with federal Medicaid matching dollars. As a result of our participation in these government funded programs, we are often subject to governmental reviews, audits and investigations to verify our compliance with applicable laws and regulations. As a result of these reviews, audits and investigations, these government payors may be entitled to, in their discretion:

•

terminate or modify our existing contracts;



•

suspend or prevent us from receiving new contracts or extending existing contracts because of violations or suspected violations of procurement laws or regulations;



•

impose fines, penalties or other sanctions on us;



•

reduce the amount we are paid under our existing contracts; and/or



•

require us to refund amounts we have previously been paid.

        As a result of past reviews and audits of our operations, we have been subject to some of these actions from time to time, and we currently have ongoing audit proceedings in Pennsylvania, Connecticut, New Jersey, Florida, Wisconsin, Oklahoma, Illinois, California and Maryland. While we do not currently believe that these proceedings will have a material adverse effect on our results of operations or significantly harm our reputation, we cannot assure you that similar actions in the future will not do so.

        In some states, we operate on a cost reimbursement model in which revenues are recognized at the time costs are incurred. In these states, payors audit our historical costs on a regular basis, and if it is determined that we do not have enough costs to justify our rates, our rates may be reduced, or we may be required to retroactively return fees paid to us. In some cases we have experienced negative audit adjustments which are based on subjective judgments of "reasonableness or necessity" of costs in our service provided to clients. These adjustments are generally required to be negotiated as part of the overall audit resolution and may result in paybacks to payors. We cannot assure you that our rates will be maintained, or that we will be able to keep all payments made to us until an audit of the relevant period is complete.

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Negative publicity or changes in public perception of our services may adversely affect our ability to obtain new contracts and renew existing ones.

        Our success in obtaining new contracts and renewals of our existing contracts depends upon maintaining our reputation as a quality service provider among governmental authorities, advocacy groups for persons with developmental disabilities and their families and the public. Negative publicity, changes in public perception and government investigations with respect to our operations could damage our reputation and hinder our ability to retain contracts, obtain new contracts, reduce referrals, increase government scrutiny and compliance costs, or generally discourage clients from using our services. Any of these events could have a material adverse effect on our business, financial condition and operating results.

A loss of our status as a licensed service provider in any jurisdiction could result in the termination of existing services and our inability to market our services in that jurisdiction.

        We operate in numerous jurisdictions and are required to maintain licenses and certifications in order to conduct our operations in each of them. Each state and county has its own regulations, which can be complicated, and each of our service lines can be regulated differently within a particular jurisdiction. As a result, maintaining the necessary licenses and certifications to conduct our operations can be cumbersome. Our licenses and certifications could be suspended, revoked or terminated for a number of reasons, including: the failure by some of our facilities, employees or Mentors to properly care for clients; the failure to submit proper documentation to the government agency, including documentation supporting reimbursements for costs; the failure by our programs to abide by the applicable regulations relating to the provisions of human services; or the failure of our facilities to abide by the applicable building, health and safety codes and ordinances. We have had some of our licenses or certifications temporarily suspended in the past. If we lost our status as a licensed provider of human services in any jurisdiction or any other required certification, we would be unable to market our services in that jurisdiction, and the contracts under which we provide services in that jurisdiction would be subject to termination. Moreover, such an event could constitute a violation of provisions of contracts in other jurisdictions, resulting in other contract terminations. Any of these events could have a material adverse effect on our operations.

We are subject to extensive governmental regulations, which require significant compliance expenditures, and a failure to comply with these regulations could adversely affect our business.

        We must comply with comprehensive government regulation of our business, including statutes, regulations and policies governing the licensing of our facilities, the quality of our service, the revenues we receive for our services, and reimbursement for the cost of our services. Compliance with these laws, regulations and policies is expensive, and if we fail to comply with these laws, regulations and policies, we could lose contracts and the related revenues, thereby harming our financial results. State and federal regulatory agencies have broad discretionary powers over the administration and enforcement of laws and regulations that govern our operations. A material violation of a law or regulation could subject us to fines and penalties and in some circumstances could disqualify some or all of the facilities and programs under our control from future participation in Medicaid or other government programs. The Health Insurance Portability and Accountability Act of 1996 (HIPAA), which requires the establishment of privacy standards for health care information storage, retrieval and dissemination as well as electronic transmission and security standards, could increase potential penalties in certain of our businesses if we fail to comply with these privacy and security standards. Furthermore, future regulation or legislation affecting our programs may require us to change our operations significantly or incur increased costs.

        Expenses incurred under federal, state and local government agency contracts for any of our services, as well as management contracts with providers of record for such agencies, are subject to

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review by agencies administering the contracts and services. Representatives of those agencies visit our group homes to verify compliance with state and local regulations governing our home operations. A negative outcome from any of these examinations could increase government scrutiny, increase compliance costs or hinder our ability to obtain or retain contracts. Any of these events could have a material adverse effect on our business, financial condition and operating results.

Our variable cost structure is directly related to our labor costs, which may be adversely affected by labor shortages.

        Our variable cost structure and operating profitability are directly related to our labor costs. Labor costs may be adversely affected by a variety of factors, including limited availability of qualified personnel in any geographic area, local competitive forces, the ineffective utilization of our labor force, increases in minimum wages, health care costs and other personnel costs, and changes in client service models, such as the trends toward supported living and managed care. Some of our operating units have incurred higher labor costs in certain markets from time to time because of difficulty in hiring direct service staff. These higher labor costs have resulted from increased wages and overtime and the costs associated with recruitment and retention, training programs and use of temporary staffing personnel and outside clinical consultants. In part to help with the challenge of recruiting and retaining direct care employees, we offer these employees a full benefits package that includes paid time off, health insurance, dental insurance, vision coverage, life insurance and a 401(k) plan, and these costs are significant. Only 13% of our revenue is derived from contracts based on a cost reimbursement model where we are reimbursed for our services based on our costs plus an agreed-upon margin. For those contracts where we do not operate under a cost-reimbursement model, we may not be able to pass along these costs, including increased labor costs, to third parties through an increase in our rates, which could have a material adverse affect on our margins and profitability.

We face substantial competition in attracting and retaining experienced personnel, and we may be unable to grow our business if we cannot attract and retain qualified employees.

        Our success depends to a significant degree on our ability to attract and retain highly qualified and experienced social service professionals who possess the skills and experience necessary to deliver high quality services to our clients. These employees are in great demand and are likely to remain a limited resource for the foreseeable future. Contractual requirements and client needs determine the number, education and experience levels of social service professionals we hire. Our ability to attract and retain employees with the requisite experience and skills depends on several factors including, but not limited to, our ability to offer competitive wages, benefits and professional growth opportunities. The inability to attract and retain experienced personnel could have a material adverse effect on our business.

If we fail to establish and maintain relationships with officials of government agencies, we may not be able to successfully procure or retain government-sponsored contracts, which could negatively impact our revenues.

        To facilitate our ability to procure or retain government-sponsored contracts, we rely in part on establishing and maintaining relationships with officials of various government agencies. These relationships enable us to maintain and renew existing contracts and obtain new contracts and referrals. These relationships also enable us to provide informal input and advice to the government agencies prior to the development of a "request for proposal" or program for privatization of social services and enhance our chances of procuring contracts with these payors. The effectiveness of our relationships may be reduced or eliminated with changes in the personnel holding various government offices or staff positions. We also may lose key personnel who have these relationships. Any failure to establish, maintain or manage relationships with government and agency personnel may hinder our ability to procure or retain government-sponsored contracts.

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We depend upon the continued services of certain members of our senior management team, without whom our business operations could be significantly disrupted.

        Our success depends, in part, on the continued contributions of our executive officers and other key employees. Our management team has significant industry experience and would be difficult to replace. If we lose or suffer an extended interruption in the service of one or more of our senior officers, our financial condition and operating results could be adversely affected. Moreover, the market for qualified individuals is highly competitive and we may not be able to attract and retain qualified personnel to replace or succeed members of our senior management or other key employees, should the need arise.

The high level of competition in our industry could adversely affect our contract and revenue base.

        We compete with a wide variety of competitors, ranging from small, local agencies to large, national organizations, including publicly traded companies. Competitive factors may favor other providers and reduce our ability to obtain contracts, which would hinder our growth. Not-for-profit organizations are active in all states and range from small agencies serving a limited area with specific programs to multi-state organizations. Smaller local organizations may have a better understanding of the local conditions and may be better able to gain political and public acceptance. Not-for-profit providers may be affiliated with advocacy groups, health organizations or religious organizations that have substantial influence with legislators and government agencies. Increased competition may result in pricing pressures, loss of or failure to gain market share or loss of clients or payors, any of which could harm our business.

Government reimbursement procedures are time-consuming and complex, and failure to comply with these procedures could adversely affect our liquidity, cash flows and operating results.

        The government reimbursement process is time consuming and complex, and there can be delays before we receive payment. Government reimbursement, group home credentialing and MR/DD client Medicaid eligibility and service authorization procedures are often complicated and burdensome, and delays can result from, among other reasons, securing documentation and coordinating necessary eligibility paperwork between agencies. These reimbursement and procedural issues occasionally cause us to have to resubmit claims several times before payment is remitted. If there is a billing error, the process to resolve the error may be time consuming and costly. To the extent that complexity associated with billing for our services causes delays in our cash collections, we assume the financial risk of increased carrying costs associated with the aging of our accounts receivable as well as increase potential for bad debts. We can provide no assurance that we will be able to maintain our current levels of collectibility in future periods. The risks associated with third-party payors and the inability to monitor and manage accounts receivable successfully could have a material adverse effect on our liquidity, cash flows and operating results.

Home and community-based human services may become less popular among our targeted client populations and/or state and local governments, which would adversely affect our results of operations.

        Our growth depends on the continuation of trends in our industry toward providing services to individuals with MR/DD in smaller, community-based settings and increasing the percentage of individuals with MR/DD served by non-governmental providers. The continuation of these trends and our future success is subject to a variety of political, economic, social and legal pressures, virtually all of which are beyond our control. A reversal in the downsizing and privatization trends could reduce the demand for our services, which could adversely affect our revenues and profitability.

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Regulations that require ARY services to be provided through not-for-profit organizations could harm our revenues or gross margin.

        Approximately 5% of our revenues for fiscal 2004 and for the nine months ended June 30, 2005 were derived from contracts with subsidiaries of Alliance Health and Human Services, Inc. or "Alliance," an independent not-for-profit organization that has a license or contract from several state or local agencies to provide ARY services.

        Some state governments interpret federal law to preclude them from receiving federal reimbursement for services provided by organizations other than non-for-profit organizations to at-risk youth under Title IV-E of the Social Security Act. In some of these jurisdictions, however, we provide ARY services as a subcontractor of Alliance. We do not control Alliance, and none of our employees or agents has a role in the management of Alliance. Although Edward Murphy, our President and Chief Executive Officer, was an officer and director of Alliance immediately prior to becoming our President in September 2004, Mr. Murphy has no further role in the management of Alliance. Our ARY business could be harmed if Alliance chooses to discontinue all or a portion of its service agreements with us. Our ARY business could also be harmed if the state or local governments which prefer not-for-profit organizations to provide the service determine that they do not want the service performed indirectly by for-profit companies like us on behalf of the not-for-profit organization. We cannot assure you that our contracts with Alliance will continue, and if these contracts are terminated, it could have a material adverse effect on our business, financial condition and operating results. In addition, our relationship with Alliance could change if state or local governments change their policy regarding the awarding of contracts to non-profit or proprietary providers.

        Alliance and its subsidiaries are organized as non-profit corporations and are recognized as tax-exempt under section 501(c)(3) of the Internal Revenue Code. As such, Alliance is subject to the public charity regulations of the states in which it operates and to the regulations of the Internal Revenue Service governing tax-exempt entities. If Alliance fails to comply with the laws and regulations of the states in which it operates or with the rules of the Internal Revenue Service, it could be subject to penalties and sanctions, including the loss of tax-exempt status, which could preclude it from continuing to contract with certain state and local governments. Our business would be harmed if Alliance lost its contracts and was therefore unable to continue to contract with us.

Changes in federal, state and local reimbursement policies could adversely affect our revenues, cash flows and profitability.

        Our revenues and operating profitability depend on our ability to maintain our existing reimbursement levels and to obtain periodic increases in reimbursement rates to meet higher costs and demand for more services. If we do not receive or cannot negotiate increases in reimbursement rates at approximately the same time as our costs of providing services increase, our margins and profitability could be adversely affected. Changes in how federal and state government agencies operate reimbursement programs can also affect our operating results and financial condition. Some states have, from time to time, revised their rate-setting methodologies in a manner that has resulted in rate decreases. In some instances, changes in rate-setting methodologies have resulted in third-party payors disallowing, in whole or in part, our requests for reimbursement. Any reduction or the failure to maintain or increase our reimbursement rates could have a material adverse effect on our business, financial condition and results of operations. Changes in the manner in which state agencies interpret program policies and procedures and review and audit billings and costs could also adversely affect our business, financial condition and operating results and our ability to meet obligations under our indebtedness.

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We rely on third parties to refer clients to our facilities and programs.

        We receive substantially all of our clients from third-party referrals. Our reputation and prior experience with agency staff, care workers and others in positions to make referrals to us are important for building and maintaining our operations. Any event that harms our reputation or creates negative experiences with such third parties could impact our ability to receive referrals and grow our client base.

We conduct a significant percent of our operations in Minnesota and, as a result, we are particularly susceptible to any reduction in budget appropriations for our services or any other adverse developments in this state.

        For fiscal 2004 and the nine months ended June 30, 2005, approximately 22% and 21% of our revenue was generated from contracts with government agencies in the state of Minnesota. Accordingly, any reduction in Minnesota's budgetary appropriations for our services, whether as a result of fiscal constraints due to recession, changes in policy or otherwise, could result in a reduction in our fees and possibly the loss of contracts. The concentration of our operations in Minnesota also makes us particularly susceptible to many of the other risks described above occurring in this state, including:

•

the failure to maintain and renew our licenses;



•

the failure to maintain important relationships with officials of government agencies; and



•

any negative publicity regarding our operations.

Any of these adverse developments occurring in Minnesota could result in a reduction in revenue or a loss of contracts which could have a material adverse effect on our results of operations, financial position and cash flows.

Our success depends on our ability to manage growing and changing operations.

        Since 1998, our business has grown significantly in size and complexity. This growth has placed, and is expected to continue to place, significant demands on our management, systems, internal controls and financial and physical resources. In addition, we expect that we will need to further develop our financial and managerial controls and reporting systems to accommodate future growth. This could require us to incur expenses for hiring additional qualified personnel, retaining professionals to assist in developing the appropriate control systems and expanding our information technology infrastructure. The nature of our business is such that qualified management personnel can be difficult to find. Our inability to manage growth effectively could have a material adverse effect on our results of operations, financial position and cash flows.

We may not realize the anticipated benefits of any future acquisitions and we may experience difficulties in integrating these acquisitions.

        As part of our growth strategy, we intend to make selective acquisitions. Growing our business through acquisitions involves risks because with any acquisition there is the possibility that:

•

we may be unable to maintain and renew the contracts of the acquired business;



•

unforeseen difficulties may arise integrating the acquired operations, including information systems and accounting controls;



•

operating efficiencies, synergies, economies of scale and cost reductions may not be achieved as expected;



•

the business we acquire may not continue to generate income at the same historical levels on which we based our acquisition decision;

24

•

management may be distracted from overseeing existing operations by the need to integrate the acquired business;



•

we may acquire or assume unexpected liabilities or there may be other unanticipated costs;



•

we may experience problems entering new markets in which we have limited or no experience;



•

we may fail to retain and assimilate key employees of the acquired business;



•

we may finance the acquisition by incurring additional debt and may become highly leveraged; and



•

the culture of the acquired business may not match well with our culture.

As a result of these risks, there can be no assurance that any future acquisition will be successful or that it will not have a material adverse effect on our financial condition and results of operations.

We are controlled by our principal equityholder, which has the power to take unilateral action.

        Madison Dearborn controls our business affairs and policies. Circumstances may occur in which the interests of Madison Dearborn could be in conflict with the interests of the holders of the notes. In addition, Madison Dearborn may have an interest in pursuing acquisitions, divestitures or other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to holders of the notes. See "Certain Relationships and Related Transactions" and "Security Ownership of Principal Shareholders and Management."

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FORWARD-LOOKING STATEMENTS

        Some of the matters discussed in this prospectus may constitute forward-looking statements.

        These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

        Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. All written and oral forward-looking statements made in connection with this prospectus which are attributable to us or persons acting on our behalf are expressly qualified in their entirety by the "risk factors" and other cautionary statements included herein. We are under no duty to update any of the forward-looking statements after the date of this prospectus to conform such statements to actual results or to changes in our expectations.

        The information in this prospectus is not a complete description of our business or the risks associated with an investment in the notes. There can be no assurance that other factors will not affect the accuracy of these forward-looking statements or that our actual results will not differ materially from the results anticipated in such forward-looking statements. While it is impossible to identify all such factors, factors which could cause actual results to differ materially from those estimated by us include, but are not limited to, those factors or conditions described under "Risk Factors" in this prospectus.

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EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

        We, the subsidiary guarantors and the initial purchasers entered into a registration rights agreement in connection with the issuance of the outstanding notes on November 4, 2004. Under the registration rights agreement, we and the guarantors have agreed to:

•

file a registration statement within 360 days after the issue date of the outstanding enabling holders of outstanding notes to exchange the privately placed outstanding notes for publicly registered exchange notes with identical terms;



•

use our reasonable best efforts to cause the registration statement to be declared effective by the Commission within 180 days after the filing of the registration statement;



•

unless the exchange offer would not be permitted by applicable law or Commission policy, commence the exchange offer and issue exchange notes in exchange for all notes tendered in the exchange offer; and



•

file a shelf registration statement for the resale of the notes under certain circumstances.

        We and the subsidiary guarantors will pay additional interest on the notes for the periods described below if:

•

we and the subsidiary guarantors fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing; or



•

any of such registration statements is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "effectiveness target date");



•

we and the subsidiary guarantors fail to consummate the exchange offer within 45 business days of the effectiveness target date with respect to the exchange offer registration statement; or



•

the shelf registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales or exchanges of the notes during the periods specified in the registration rights agreement.

        You will not have any remedy other than liquidated damages on the notes if we fail to meet the deadlines listed above, which we refer to as a registration default. When there is a registration default, the interest rate of the notes will increase by one-quarter of one percent per year for the first 90-day period. The interest rate (as so increased) will increase by an additional one-quarter of one percent each subsequent 90-day period until all registration defaults have been cured, up to an aggregate maximum increase in the interest rate equal to one percent (1%) per annum. Following the cure of all registration defaults, the accrual of additional interest will cease and the interest rate will revert to the original rate.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Any holder may tender some or all of its outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000.

        The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

•

the exchange notes bear a Series B designation and a different CUSIP Number from the outstanding notes;

27

•

the exchange notes have been registered under the Securities Act and hence will not bear legends restricting the transfer thereof; and



•

the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions providing for an increase in the interest rate on the outstanding notes in certain circumstances relating to the timing of the exchange offer, all of which rights will terminate when the exchange offer is terminated.

The exchange notes will evidence the same debt as the outstanding notes and will be entitled to the benefits of the indenture relating to the outstanding notes.

        As of the date of this prospectus, $150,000,000 aggregate principal amount of the outstanding notes were outstanding. We have fixed the close of business on                        , 2005 as the record date for the exchange offer for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially.

        Holders of outstanding notes do not have any appraisal or dissenters' rights under the General Corporation Law of the State of Delaware or the indenture relating to the notes in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder.

        We will be deemed to have accepted validly tendered outstanding notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us.

        If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of specified other events set forth in this prospectus or otherwise, the certificates for any unaccepted outstanding notes will be returned, without expense, to the tendering holder thereof promptly following the expiration date of the exchange offer.

        Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See "—Fees and Expenses."

Expiration Date; Extensions; Amendments

        The term "expiration date" will mean 5:00 p.m., New York City time, on                        , 2005, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" will mean the latest date and time to which the exchange offer is extended.

        In order to extend the exchange offer, we will make a press release or other public announcement, notify the exchange agent of any extension by oral or written notice and will mail to the registered holders an announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        We reserve the right, in our sole discretion, (1) to delay accepting any outstanding notes, to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under "—Conditions" have not been satisfied, by giving oral or written notice of any delay, extension or termination to the exchange agent or (2) to amend the terms of the exchange offer in any manner. Such decision will also be communicated in a press release or other public announcement prior to 9:00 a.m., New York City time on the next business day following such decision Any announcement of delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders.

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Interest on the Exchange Notes

        The exchange notes will bear interest from their date of issuance. Holders of outstanding notes that are accepted for exchange will receive, in cash, accrued interest thereon to, but not including, the date of issuance of the exchange notes. Such interest will be paid with the first interest payment on the exchange notes on December 1, 2005. Interest on the outstanding notes accepted for exchange will cease to accrue upon issuance of the exchange notes.

        Interest on the exchange notes is payable semi-annually on each June 1 and December 1, commencing on December 1, 2005.

Procedures for Tendering

        Only a holder of outstanding notes may tender outstanding notes in the exchange offer. To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal or transmit an agent's message in connection with a book-entry transfer, and mail or otherwise deliver the letter of transmittal or the facsimile, together with the outstanding notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. To be tendered effectively, the outstanding notes, letter of transmittal or an agent's message and other required documents must be completed and received by the exchange agent at the address set forth below under "—Exchange Agent" prior to 5:00 p.m., New York City time, on the expiration date. Delivery of the outstanding notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent prior to the expiration date.

        The term "agent's message" means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent forming a part of a confirmation of a book-entry, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the outstanding notes that the participant has received and agrees: (1) to participate in ATOP; (2) to be bound by the terms of the letter of transmittal; and (3) that we may enforce the agreement against the participant.

        By executing the letter of transmittal, each holder will make to us the representations set forth above in the third paragraph under the heading "—Purpose and Effect of the Exchange Offer."

        The tender by a holder and our acceptance thereof will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal or agent's message.

The method of delivery of outstanding notes and the letter of transmittal or agent's message and all other required documents to the exchange agent is at the election and sole risk of the holder. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or outstanding notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for them.

        Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner's behalf. See "Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner" included with the letter of transmittal.

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member of the Medallion System unless the outstanding notes tendered pursuant to

29

the letter of transmittal are tendered (1) by a registered holder who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on the letter of transmittal or (2) for the account of a member firm of the Medallion System. In the event that signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by a member firm of the Medallion System.

        If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed in this prospectus, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder's name appears on the outstanding notes with the signature thereon guaranteed by a member firm of the Medallion System.

        If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, offices of corporations or others acting in a fiduciary or representative capacity, the person signing should so indicate when signing, and evidence satisfactory to us of its authority to so act must be submitted with the letter of transmittal.

        We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding notes at DTC for the purpose of facilitating the exchange offer, and subject to the establishment thereof, any financial institution that is a participant in DTC's system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent's account with respect to the outstanding notes in accordance with DTC's procedures for the transfer. Although delivery of the outstanding notes may be effected through book-entry transfer into the exchange agent's account at DTC, unless an agent's message is received by the exchange agent in compliance with ATOP, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under the procedures. Delivery of documents to DTC does not constitute delivery to the exchange agent.

        All questions as to the validity, form, eligibility, including time of receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right in our sole discretion to waive any defects, irregularities or conditions of tender as to particular outstanding notes, provided however that, to the extent such waiver includes any condition to tender, we will waive such condition as to all tendering holders. 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, any defects or irregularities in connection with tenders of outstanding notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent nor any other person will incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any outstanding 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, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

Guaranteed Delivery Procedures

        Holders who wish to tender their outstanding notes and (1) whose outstanding notes are not immediately available, (2) who cannot deliver their outstanding notes, the letter of transmittal or any

30

other required documents to the exchange agent or (3) who cannot complete the procedures for book-entry transfer, prior to the expiration date, may effect a tender if:

(A)

the tender is made through a member firm of the Medallion System;



(B)

prior to the expiration date, the exchange agent receives from a member firm of the Medallion System a properly completed and duly executed Notice of Guaranteed Delivery by facsimile transmission, mail or hand delivery setting forth the name and address of the holder, the certificate number(s) of the outstanding notes and the principal amount of outstanding notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof together with the certificate(s) representing the outstanding notes or a confirmation of book-entry transfer of the outstanding notes into the exchange agent's account at DTC, and any other documents required by the letter of transmittal will be deposited by the member firm of the Medallion System with the exchange agent; and



(C)

the properly completed and executed letter of transmittal of facsimile thereof, as well as the certificate(s) representing all tendered outstanding notes in proper form for transfer or a confirmation of book-entry transfer of the outstanding notes into the exchange agent's account at DTC, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

        Upon request to the exchange agent, a Notice of Guaranteed Delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

        Except as otherwise provided in this prospectus, tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

        To withdraw a tender of outstanding notes in the exchange offer, a telegram, telex, letter or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in this prospectus prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. Any notice of withdrawal must:

(1)

specify the name of the person having deposited the outstanding notes to be withdrawn;



(2)

identify the outstanding notes to be withdrawn, including the certificate number(s) and principal amount of the outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;



(3)

be signed by the holder in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes into the name of the person withdrawing the tender; and



(4)

specify the name in which any outstanding notes are to be registered, if different from that of the person depositing the outstanding notes to be withdrawn.

        All questions as to the validity, form and eligibility, including time of receipt, of the notices will be determined by us, which determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly retendered. Any outstanding notes which have been tendered but which are not accepted for exchange will be returned to the holder thereof without cost to the holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be

31

retendered by following one of the procedures described above under "—Procedures for Tendering" at any time prior to the expiration date.

Conditions

        Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange notes for, any outstanding notes, and may, prior to the expiration of the exchange offer, terminate or amend the exchange offer as provided in this prospectus before the acceptance of the outstanding notes, if:

(1)

any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which we reasonably believe might materially impair our ability to proceed with the exchange offer or any material adverse development has occurred in any existing action or proceeding with respect to us or any of our subsidiaries; or



(2)

any law, statute, rule, regulation or interpretation by the Staff of the SEC is proposed, adopted or enacted, which we reasonably believe might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us; or



(3)

any governmental approval has not been obtained, which approval we reasonably believe to be necessary for the consummation of the exchange offer as contemplated by this prospectus.

        If we determine in our reasonable discretion that any of the conditions are not satisfied, we may (1) refuse to accept any outstanding notes and return all tendered outstanding notes to the tendering holders, (2) extend the exchange offer and retain all outstanding notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders to withdraw the outstanding notes (see "—Withdrawal of Tenders") or (3) waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered outstanding notes which have not been withdrawn.

Exchange Agent

        U.S. Bank, National Association has been appointed as exchange agent for the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for Notice of Guaranteed Delivery should be directed to the exchange agent addressed as follows:

By Overnight Courier or Registered/Certified Mail:
U.S. Bank National Association
Corporate Trust Services
60 Livingston Avenue
St. Paul, MN 55107
Attention: Specialized Finance Department Facsimile Transmission:
(651) 495-8158

For information or to confirm receipt of facsimile by
telephone (call toll-free):
(800) 934-6802

Delivery to an address other than set forth above will not constitute a valid delivery.

Fees and Expenses

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

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

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        We will pay the cash expenses to be incurred in connection with the exchange offer. Such expenses include fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

Accounting Treatment

        The exchange notes will be recorded at the same carrying value as the outstanding notes, which is face value, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer. The expenses of the exchange offer will be deferred and charged to expense over the term of the exchange notes.

Consequences of Failure to Exchange

        The outstanding notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, the outstanding notes may be resold only:

(1)

to us upon redemption thereof or otherwise;



(2)

so long as the outstanding notes are eligible for resale pursuant to Rule 144A, to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, which other exemption is based upon an opinion of counsel reasonably acceptable to us;



(3)

outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act; or



(4)

pursuant to an effective registration statement under the Securities Act,

in each case in accordance with any applicable securities laws of any state of the United States.

Resale of the Exchange Notes

        With respect to resales of exchange notes, based on interpretations by the Staff of the SEC set forth in no-action letters issued to third parties, we believe that a holder or other person who receives exchange notes, whether or not the person is the holder, other than a person that is our affiliate within the meaning of Rule 405 under the Securities Act, in exchange for outstanding notes in the ordinary course of business and who is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the exchange notes, will be allowed to resell the exchange notes to the public without further registration under the Securities Act and without delivering to the purchasers of the exchange notes a prospectus that satisfies the requirements of Section 10 of the Securities Act. However, if any holder acquires exchange notes in the exchange offer for the purpose of distributing or participating in a distribution of the exchange notes, the holder cannot rely on the position of the Staff of the SEC expressed in the no-action letters or any similar interpretive letters, and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available. Further, each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the 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 exchange notes.

        Finally, all resales of the exchange notes must be made in accordance with applicable state securities laws.

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USE OF PROCEEDS

        This exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes contemplated in this prospectus, we will receive outstanding notes in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus.

        The net proceeds from the offering of the outstanding notes were $140.9 million after deducting the initial purchasers' discount and our fees and expenses related to the offering. We used the net proceeds from the offering of the outstanding notes, together with cash on hand and borrowings under the senior credit facilities, to repay all outstanding amounts owing under our then-existing credit facilities and certain existing indebtedness of Holdings, to redeem the preferred stock of Holdings, to fund an escrow account in order to provide a source of payment for net amounts that may be owing under the Magellan note (after deducting amounts to which we are entitled under our right of offset), to pay certain deferred compensation obligations and to pay fees and expenses incurred in connection with the Refinancing.

34

CAPITALIZATION

        The following table sets forth the cash and cash equivalents and capitalization of Holdings and its consolidated subsidiaries as of June 30, 2005. This information should be read in conjunction with the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements and related notes appearing elsewhere in this prospectus.

(dollars in millions)				As of June 30, 2005
				(unaudited)
Cash, cash equivalents and cash held in escrow				$	28.5
Debt:
	Senior credit facilities:(1)
		Revolving credit facility			—
		Term loan B			171.9
	Outstanding notes				150.0
	Magellan note(2)				3.0
	Other debt (3)				6.2
			Total debt		331.1
Total shareholders' equity					32.3
	Total capitalization			$	363.4

(1)

In connection with the Refinancing, we entered into new $255.0 million senior credit facilities, which consist of a six-year $80.0 million revolving credit facility and a seven-year $175.0 million term loan facility. See "Description of Senior Credit Facilities."

(2)

The Magellan note in the amount of $10.0 million was issued by Holdings to Magellan Public Network, Inc. Pursuant to a court order issued in connection with Magellan's chapter 11 proceeding, we have the right to offset amounts owing under the Magellan note against the liquidated amount of our claims against Magellan, including, among other things, indemnification, contribution, reimbursement or other payments arising with respect to our acquisition in 2001 by Holdings. This note bears interest at an annual rate of 12.0% and matures in March 2007. Pursuant to the terms of an intercreditor agreement Holdings entered into with Magellan in connection with its acquisition of MENTOR from Magellan in 2001, our repayment of certain indebtedness in connection with the Refinancing is prohibited unless the Magellan note is paid in full. We are currently in negotiations with Magellan in order to resolve the claims that we have or may have against Magellan and the net amounts that may be owing under the note, after deducting amounts to which we are entitled under our right of offset. We have deposited $4.0 million, which amount exceeds the $3.0 million currently outstanding under the Magellan note, into an escrow account pending completion of these negotiations.

(3)

Includes a mortgage facility dated as of May 20, 2005 between Holdings, National MENTOR, Inc., certain subsidiaries of National MENTOR, Inc. and Bank of America, as Lender. As of June 30, 2005, $6.2 million was outstanding under this facility.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        We have derived the selected historical consolidated financial data as of and for the year ended September 30, 2000 from our predecessor's historical consolidated financial statements and related notes audited by Arthur Andersen, LLP, independent accountants and for the five months ended February 28, 2001 from our predecessor's historical consolidated financial statements and related notes audited by Ernst & Young LLP, independent accountants. We have derived the selected historical consolidated financial data as of and for the seven months ended September 30, 2001 and as of and for the years ended September 30, 2002, 2003 and 2004 from the historical consolidated financial statements of Holdings and the related notes audited by Ernst & Young LLP and included elsewhere in this prospectus. We have derived the selected historical consolidated financial data as of and for the nine months ended June 30, 2004 and June 30, 2005 from the unaudited consolidated financial statements of Holdings and the related notes included elsewhere in this prospectus. In the opinion of our management, the unaudited consolidated financial statements contain all adjustments necessary for a fair presentation of our financial position, the results of our operations and cash flows. The results of operations for an interim period are not necessarily indicative of the results of operations for the full fiscal year or any future period.

        The selected information below should be read in conjunction with "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements and notes thereto included elsewhere in this prospectus.

							Holdings
	Predecessor
										Year Ended September 30,									Nine Months Ended June 30,
				Five Months Ended February 28, 2001			Seven Months Ended September 30, 2001
(dollars in thousands)	Year Ended September 30, 2000
										2002			2003(1)			2004			2004			2005
																			(unaudited)
Statement of Operations Data:
Net revenues	$	219,106		$	88,040		$	132,535		$	241,441		$	412,839		$	648,493		$	479,594		$	515,335
Cost of revenues		150,347			60,655			91,090			167,560			305,311			491,884			363,558			390,054
Gross profit		68,759			27,385			41,445			73,881			107,528			156,609			116,036			125,281
General and administrative expenses		45,741			19,414			26,582			48,829			67,594			86,856			64,780			68,823
Depreciation and amortization		7,149			5,071			8,844			15,603			13,071			21,484			16,237			15,688
Impairment charge		—			2,090			—			—			—			—			—			—
Income from operations		15,869			810			6,019			9,449			26,863			48,269			35,019			40,770
Management fees		(6,000	)		(2,500	)		(162	)		(254	)		(258	)		(257	)		(191	)		(205	)
Other income (expense), net		511			—			(1,161	)		196			(392	)		(2,581	)		(2,007	)		15
Interest expense, net		(8,515	)		(3,496	)		(4,911	)		(7,575	)		(15,809	)		(26,825	)		(16,882	)		(22,592	)
Income (loss) before provision for income taxes		1,865			(5,186	)		(215	)		1,816			10,404			18,606			15,939			17,988
Provision for income taxes		1,374			—			13			726			4,462			8,423			6,934			7,879
Net income (loss)	$	491		$	(5,186	)	$	(228	)	$	1,090		$	5,942		$	10,183		$	9,005		$	10,109
Balance Sheet Data: (at end of period)
Cash and cash equivalents	$	8,436		$	14,003		$	7,024		$	544		$	15,804		$	24,416		$	16,127		$	28,532
Working capital(2)		24,404			26,061			14,368			10,971			38,717			39,828			39,166			54,292
Total assets		135,698			134,953			138,523			126,659			430,094			450,038			441,956			446,496
Long-term debt		—			—			67,500			50,750			213,034			200,083			204,833			325,991
Note payable to parent		102,599			105,274			—			—			—			—			—			—
Redeemable Class A preferred stock		—			—			36,357			42,217			101,283			116,381			112,396			—
Stockholders' equity (deficit)		12,212			7,026			1,982			(2,788	)		30,632			25,769			28,386			32,349
Other Financial Data:
Ratio of earnings to fixed charges(3)		1.2	x		—			—			1.2	x		1.7	x		1.7	x		1.9	x		1.8	x

(1)

Results for fiscal 2003 include the results of operations related to REM, Inc. from the date of its acquisition on May 1, 2003.

(2)

Working capital is calculated as current assets minus current liabilities. At February 28, 2001, working capital excludes the current portion of note payable to parent.

(3)

For purposes of calculating the ratio of earnings to fixed charges, (i) earnings is defined as income (loss) before provision for income taxes plus fixed charges and (ii) fixed charges is defined as interest expense (including capitalized interest and amortization of debt issuance costs) and the estimated portion of operating lease expense deemed by management to represent the interest component of rent expense. For the five months ended February 28, 2001 and for the seven months ended September 30, 2001, earnings were insufficient to cover fixed charges by $5.2 million and $215,000, respectively.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the "Selected Historical Consolidated Financial Data," and the historical consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements about our markets, the demand for our services and our future results. We based these statements on assumptions that we consider reasonable. Actual results may differ materially from those suggested by our forward-looking statements for various reasons, including those discussed in the "Risk Factors" and "Forward-Looking Statements" sections of this prospectus.

Overview

        Founded in 1980, we are a leading provider of home and community-based services to individuals with mental retardation and other developmental disabilities, at-risk youth and their families and persons with acquired brain injury. Currently, we provide our services to approximately 19,800 clients in 29 states through approximately 15,000 full-time equivalent employees, and a pool of approximately 5,100 independently contracted Mentors. Most of our services involve residential support, typically in single-family or small group home settings, designed to promote client independence and participation in community life. Our non-residential services consist primarily of day programs and periodic services in various settings. We derive most of our revenues from state and county government agencies, as well as smaller amounts from private-sector insurers mostly in our acquired brain injury business. For fiscal 2004 and the nine months ended June 30, 2005, we generated $648.5 million and $515.3 million of net revenues, respectively.

        The largest part of our business is the delivery of services to individuals with mental retardation or a developmental disability (MR/DD). The MR/DD services we provide include residential support, vocational services, day habilitation and case management.

        We also provide a variety of services to children with severe emotional, developmental and behavioral disorders, medical complexities and youth under the auspices of the juvenile justice system, all of whom we refer to as at-risk youth (ARY). Our ARY services include family-based services designed to support family preservation and family reunification, as well as case management, adoption assistance and education services. The remaining services we provide are post-acute services to individuals with acquired brain injury (ABI). These services include neurorehabilitation, neurobehavioral rehabilitation and assisted living services.

        Our service lines do not represent operating segments per SFAS 131 as management does not internally evaluate the operating performance or review the results of the service lines to assess performance or make decisions about allocating resources. Also, discrete financial information is not available by service line at the level necessary for management to assess the performance or make resource allocation decisions.

        We operate our business as one human services reporting segment organized into three divisions: an Eastern Division, a Central Division and a Western Division.

Factors Affecting our Operating Results

Demand for Home and Community-Based Human Services

        Our growth in revenues has been directly related to increases in the number of individuals served. This growth has depended largely upon acquisitions, particularly the acquisition of REM, Inc. in May 2003, and development-driven activities, including the maintenance and expansion of existing contracts and the award of new contracts. We also attribute the continued growth in our client base to

37

certain trends that are increasing demand in our industry, including demographic as well as political developments.

        Demographic trends have a particular impact on our MR/DD business. Increases in the life expectancy of MR/DD individuals, we believe, have resulted in steady increases in the demand for MR/DD services. In addition, caregivers currently caring for their relatives at home are aging and may soon be unable to continue with these responsibilities. Each of these factors affects the size of the MR/DD population in need of services and, therefore, the amount of residential and non-residential MR/DD programs offered by governments in our markets. In addition, the "baby boom echo" in the early 1990s suggests a similar positive impact on the size of the ARY populations in our markets.

        Political trends can also affect our operations. In particular, budgetary restraints and lobbying from client advocacy groups can dictate the overall level of funding and the preferred settings for many of the services we provide. For example, pressure from advocacy groups for the populations we serve has generally helped our business, as these groups generally seek to pressure governments to fund residential services that use our small group home or host home models, rather than large, institutional models. Furthermore, while in certain states budgetary pressures have reduced the levels of funds available for MR/DD and ARY services, we believe that successful lobbying by these groups has preserved MR/DD and ARY services, and therefore our revenue base, from significant cutbacks as compared with certain other human services. Many state and county governments also have historically been direct providers of many of our services, generally in institutions. As a result, our operations often depend not only on the success of our care model, but on governments' general willingness to outsource these services to for-profit entities such as us, sometimes for the first time.

New Program Starts

        While our May 2003 acquisition of REM, Inc. significantly increased our revenues, we believe that our future growth will depend more heavily on our ability to expand existing service contracts and to win new contracts. Our organic expansion activities can consist of both new program starts in existing markets or geographic expansion in new markets. Much of our growth in existing markets comes in the form of "cross-selling" new services into existing geographic markets. Depending on the nature of the program and the state or county government involved, we will seek new programs through either unsolicited proposals to government agencies or by responding to a request, generally known as a request for proposal, from a public-sector agency.

Acquisitions

        On May 1, 2003, we acquired REM, Inc., including 317 single family homes and 63 intermediate care facilities, as well as an additional 433 leased facilities. This acquisition, which has been fully integrated into our operations, significantly increased our MR/DD market presence. In addition to the REM acquisition, we have completed 31 acquisitions since 1997, including several acquisitions of rights to government contracts or fixed assets from small providers, which we refer to as "tuck-in" acquisitions. We have pursued strategic acquisitions in markets with significant opportunities, but in which we lack either the necessary government contacts and/or local market knowledge to establish a market presence quickly. We have also acquired businesses or contracts only insofar as the regulatory environment and our level of expertise would allow us to establish a strong market presence quickly. We currently do not intend to pursue any acquisitions as large as the REM acquisition.

Rates and Reimbursement

        We derive a majority of our revenues from states, counties or regional government agencies. The payment terms of these contracts vary by jurisdiction and service type, and may be based on flat rates, cost-based reimbursement, per person per diems, hourly rates and/or units of service. We bill most of

38

our residential services on a per diem basis, and we bill most of our non-residential services on an hourly basis. We derive approximately 13% of our revenues pursuant to cost-based reimbursement contracts, under which the billed rate is tied to the underlying costs plus a margin. Insufficient cost levels may require us to return previously received payments after cost reports are filed, although these amounts have historically been insignificant. Revenues in the future may be affected by changes in rate-setting structures, methodologies or interpretations that may be proposed in states where we operate or by the federal government which provides matching funds. We cannot determine the impact of rate-setting changes or the effect of any possible governmental actions.

        Our government payors fund most of their payments to us through Medicaid waiver programs, under which $1 of state funding is matched by federal funding of between $1 and $4. These federal-matching-funds programs enhance the long-term stability of our revenues, as they provide a strong incentive for state and counties to preserve existing programs, even in periods of budgetary restraint.

        Occasionally, timing of payment streams may be affected by delays by the state related to bill processing systems, staffing or other factors. While these delays have historically impacted our cash position in particular periods, they have not resulted in long-term collections problems. As of June 30, 2005, our consolidated days sales outstanding was 45.1 days as compared with 51.2 on September 30, 2004.

Labor and Other Costs

        Wages and benefits to our employees and per diem payments to our Mentors constitute the most significant operating cost in each of our operations. Our host home caregivers, or Mentors, are paid on a per diem basis, but only if the Mentor is currently caring for a client. Most of our other caregivers are paid on an hourly basis, with hours of work generally tied to client need. Our labor costs are generally influenced by general levels of service and these costs can vary in material respects across regions.

        We incur no facilities costs for services provided in the home of a Mentor. Additionally, since nearly all of our group homes are operated under short term leases, our ability to reduce these fixed occupancy costs is more flexible than larger institutions. As of June 30, 2005, we owned 415 facilities and leased 797 others.

        Expenses incurred in connection with regulatory compliance, liability insurance and third-party claims totaled less than 0.9%, 0.9%, 1.5% and 1.4% of our cost of revenues in the nine months ended June 30, 2005, fiscal 2004, fiscal 2003, and fiscal 2002, respectively. We have incurred professional liability claims and insurance expense of $1.9 million, $2.8 million, $2.6 million, and $1.3 million for the nine months ended June 30, 2005, fiscal 2004, fiscal 2003, and fiscal 2002, respectively. We currently self-insure for amounts of up to $1.0 million per claim and $2.0 million in the aggregate. Above these limits, we have $9.0 million of coverage, subject to a $250,000 deductible per occurrence, once the aggregate limit is reached.

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Results of Operations

        The following table sets forth the percentages of net revenues that certain items of operating data constitute for the periods indicated:

	Fiscal Year Ended September 30,						Nine Months Ended June 30,
	2002		2003		2004		2004		2005
Statement of operations data:
Net revenues	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenues	69.4		74.0		75.9		75.8		75.7
General and administrative expenses	20.2		16.3		13.4		13.5		13.4
Depreciation and amortization	6.5		3.2		3.3		3.4		3.0
Income from operations	3.9		6.5		7.4		7.3		7.9
Other income (expense)	0.0		0.2		0.4		0.5		0.0
Interest expense	3.1		3.8		4.1		3.5		4.4
Income before provision for income taxes	0.8		2.5		2.9		3.3		3.5
Provision for income taxes	0.3		1.1		1.3		1.4		1.5
Net income	0.5		1.4		1.6		1.9		2.0

Nine months ended June 30, 2005 compared to nine months ended June 30, 2004

Net revenues

        Net revenues increased by $35.7 million, or 7.4%, from $479.6 million for the nine months ended June 30, 2004 to $515.3 million for the nine months ended June 30, 2005. The increase was due to census growth in our existing service lines, expansion into new markets, the development of new services for our existing customer base, and tuck-in acquisitions.

Cost of revenues

        Cost of revenues increased by $26.5 million, or 7.3%, from $363.6 million for the nine months ended June 30, 2004 to $390.1 million for the nine months ended June 30, 2005. The majority of the $26.5 million increase was due to increases in labor costs. The increase in labor costs consisted of a $16.3 million increase in direct care wages, taxes and fringe benefits, and a $6.5 million increase in payments to Mentors. The increase in wages was primarily attributable to increases in our workforce to provide services for additional clients served. In addition, there was an increase of $2.1 million in rent and other occupancy expenses and a $1.6 million increase in transportation expense.

General and administrative expenses

        General and administrative expenses increased by $4.0 million, or 6.2%, from $64.8 million for the nine months ended June 30, 2004 to $68.8 million for the nine months ended June 30, 2005. The majority of the $4.0 million increase was due to increases in labor costs. The increase in labor costs consisted of a $2.8 million increase in administrative wages and other compensation. In addition, there was an increase of $1.0 million in facility related expenses and an increase of $0.5 million in business and office expenses, such as temporary assistance and office supplies. These increases are offset by a decrease of $0.5 million in consulting services, incurred in the nine months ended June 30, 2004 relating to integration activities occurring during that period.

Interest expense

        Interest expense increased $5.7 million from $16.9 million for the nine months ended June 30, 2004 to $22.6 million for the nine months ended June 30, 2005. The increase was principally due to

40

interest expense of $9.5 million related to the senior subordinated notes issued in connection with the Refinancing. In addition, we incurred $1.3 million of interest expense in the nine months ended June 30, 2005 related to the accelerated amortization of deferred financing costs related to the previously outstanding senior credit facility. We also incurred $1.5 million in the nine months ended June 30, 2005 related to a pre-payment fee on our previously outstanding senior credit facility. This increase was offset by a decrease of $4.6 million related to interest on subordinated debt that was outstanding as of June 30, 2004, but repaid in connection with the Refinancing in November 2004. In addition, interest on the term B loan decreased between the nine months ended June 30, 2005 and June 30, 2004 due to lower interest rates obtained with the Refinancing and the repricing of the term B loan on March 30, 2005.

Other income (expense), net

        Other expense for the nine months ended June 30, 2004 include losses of $1.9 million from the sale of operations in New Mexico and a portion of our operations in North Dakota.

Provision for income taxes

        Provision for income taxes increased $1.0 million from $6.9 million for the nine months ended June 30, 2004 to $7.9 million for the six months ended June 30, 2005. The increase was due to a higher income before provision for income taxes while the effective tax rate remained relatively constant from 43.5% for the nine months ended June 30, 2004 to 43.8% for the nine months ended June 30, 2005.

Fiscal year ended September 30, 2004 compared to fiscal year ended September 30, 2003

General

        On December 16, 2002, we acquired the assets of Family Advocacy Services (FAS). On February 28, 2003, we acquired certain assets of American Habilitation Services, Inc. (AHS). On May 1, 2003, we acquired the stock of REM, Inc. and certain of its affiliated companies. We also acquired the assets of Foster America on April 30, 2004. Our financial data include operating results for each of the acquired businesses from the date of acquisition. The financial data for fiscal 2004 include full-period operating results for the businesses acquired during 2003, and results for Foster America from April 30, 2004 through September 30, 2004. The financial data for fiscal 2003 do not include operating results for Foster America, and only include partial operating results for the other acquired businesses. Therefore, a majority of the period over period variances are directly attributable to the timing effect for these acquisitions. In addition, we have divested operations in certain states that were either not strategic to our continuing operations or for other reasons. We have exited operations in Washington in July 2003, Montana (acquired in the REM acquisition) in September 2003, a portion of our ABI operations in Illinois in August 2003, New Mexico in March 2004, and most recently, Michigan in September 2004.

Net revenues

        Net revenues increased by $235.7 million, or 57%, from $412.8 million for fiscal 2003 to $648.5 million for fiscal 2004. Approximately $219.9 million of this increase was due to the inclusion of operations related to the acquisitions. The increase was also due to census growth in our existing service lines, expansion into new markets and the development of new services for our existing customer base. This increase was offset by the loss of revenues related to the divested units of $9.5 million.

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Cost of revenues

        Cost of revenues increased by $186.6 million, or 61%, from $305.3 million for fiscal 2003, to $491.9 million for fiscal 2004. Of this increase, $180.0 million was due to the inclusion of operations related to the acquisitions. This increase was offset by a decrease in cost of revenues related to the divested units of $7.9 million. The majority of the remaining $14.5 million increase in cost of revenues was due to increases in labor costs of $13.1 million. This $13.1 million increase in labor costs consisted of a $7.9 million increase in direct care wages and a $5.2 million increase in payroll taxes and fringe benefits for direct care workers. The increase in wages is mostly attributable to increases in our workforce to provide services for additional clients served. The increase in taxes and fringe benefits is mostly attributable to increases in healthcare costs of $3.0 million due to increased enrollment in our health insurance program and rising health care costs.

General and administrative expenses

        General and administrative expenses increased by $19.3 million, or 29%, from $67.6 million for fiscal 2003, to $86.9 million for fiscal 2004. Of this increase, $17.7 million was due to the inclusion of operations related to the acquisitions. This increase was offset by a decrease in general and administrative expenses related to divested units of $1.3 million. The majority of the remaining $2.9 million increase in general and administrative expenses was attributable to a health insurance increase for general and administrative staff of $0.9 million and an increase in administrative occupancy of $1.0 million.

Depreciation and amortization

        Depreciation and amortization expense increased $8.4 million from $13.1 million for fiscal 2003, to $21.5 million for fiscal 2004. Depreciation expense increased $4.8 million, which was primarily due to the depreciation of fixed assets of the acquired operations. Amortization expense increased $3.6 million due to the amortization of identifiable intangible assets resulting from the acquisitions.

Other expense (income)

        Other expense (income) increased by a net expense of $2.2 million from $0.4 million of expense for fiscal 2003 to $2.6 million of expense for fiscal 2004. Other expenses for fiscal 2004 primarily included losses of $2.8 million, of which $2.4 million consisted of losses from the sale of business units and $0.4 million consisted of losses from the disposal of property and equipment. Other expense for fiscal 2003 included losses of $1.3 million, of which $1.1 million consisted of losses from the sale of business units and $0.2 million from the disposal of property and equipment, offset by gains related to the mark to market of our interest rate swap agreements of $0.8 million.

Interest expense

        Interest expense increased $11.0 million, from $15.8 million for fiscal 2003 to $26.8 million for fiscal 2004. The increase in interest expense was principally due to additional debt incurred to finance the REM acquisition. In connection with the REM acquisition, we entered into a new credit agreement that increased our bank debt balance by $127.6 million. As part of the REM purchase consideration, we also issued junior subordinated notes to the sellers of REM for $28.0 million. These notes were redeemed in connection with the Refinancing. In addition, we charged an additional $4.2 million of interest expense in fiscal 2004 related to the change in the estimated life of the deferred financing cost in connection with the Refinancing.

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Provision for income taxes

        Provision for income taxes increased $3.9 million from $4.5 million for fiscal 2003 to $8.4 million for fiscal 2004. The increase in the provision was due to the increased level of earnings before income taxes.

Fiscal year ended September 30, 2003 compared to fiscal year ended September 30, 2002

General

        During fiscal 2003, we completed three acquisitions, which added significant results to our reported operations. On December 16, 2002, we acquired the assets of FAS. On February 28, 2003, we acquired certain assets of AHS. On May 1, 2003, we acquired the stock of REM, Inc. and certain of its affiliated companies. In addition, we exited operations in 2003 in certain states that were not strategic to our continuing operations, including operations in Washington in July 2003, Montana (acquired in the REM acquisition) in September 2003, and a portion of our Chicago-based ABI operations in August 2003.

Net revenues

        Net revenues increased by $171.4 million, or 71%, to $412.8 million for fiscal 2003 from $241.4 million for fiscal 2002. The increase in net revenues was primarily due to the inclusion of operations related to the acquisitions, which contributed net revenues of $166.9 million for fiscal 2003. The remaining increase was due to volume growth which was driven by increased census count and additional revenues from new program starts.

Cost of revenues

        Cost of revenues increased by $137.7 million, or 82%, to $305.3 million for fiscal 2003 from $167.6 million for fiscal 2002. Of this increase, $131.6 million was due to the inclusion of operations related to the acquisitions. This increase was offset by a decrease in cost of revenues for divested units of $0.7 million. The majority of the remaining $6.8 million increase in cost of revenues was due to increases in labor costs. The majority of labor cost increases were wage expenses which increased by $3.8 million, or 5%. The increase in wages was largely attributable to the increase in our small group home business, which is more labor intensive than the host home model. The remaining portions of the increase in cost of revenues are related to health insurance which increased by $0.8 million, or 18%, and increases in reserves for prior years' workers' compensation claims of $1.2 million, or 39%. In addition to increases in labor costs, other direct care costs such as occupancy and transportation costs increased by $0.3 million, or 26%, due to the increase in our small group home business, which generally requires higher occupancy costs and other direct care costs than the host home model.

General and administrative expenses

        General and administrative expenses increased by $18.8 million, or 39%, to $67.6 million for fiscal 2003 from $48.8 million for fiscal 2002. Of this increase, $13.9 million was due to the inclusion of operations related to the acquisitions. This increase was offset by a decrease in general and administrative expenses for divested units of $0.5 million. The majority of the remaining $5.4 million increase in general and administrative expenses was due to expenses related to the acquisition and integration of the REM acquisition of $3.6 million including a special bonus of $1.6 million paid to management based on the successful completion of the REM acquisition and other integration costs of $2.1 million related to systems integration of our financial and payroll systems. In addition to integration spending, expenses related to our workers' compensation insurance and claims expenses increased by $0.4 million and professional liability insurance expense increased by $0.5 million. Legal expenses also increased by $0.9 million, of which approximately $0.6 million of this increase was

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incurred responding to an administrative inquiry in New Mexico related to our predecessor. For fiscal 2003, deferred compensation expense was $0.4 million.

Depreciation and amortization

        Depreciation and amortization decreased $2.5 million, or 16%, to $13.1 million for fiscal 2003 from $15.6 million for fiscal 2002. Depreciation increased $3.7 million, which was primarily due to the depreciation of fixed assets of the acquisitions. Amortization expense decreased $6.2 million principally due to a change in accounting for goodwill per SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142). SFAS 142 requires companies to break out identifiable intangible assets from goodwill and amortize those intangible assets over their estimated useful lives. Prior to the adoption of SFAS 142, we had been amortizing intangible assets, including goodwill, over periods between 3 and 15 years. This decrease was offset partially by additional amortization of identifiable intangibles resulting from the acquisitions.

Other expense (income)

        Other expense (income) increased by a net expense of $0.6 million to expenses of $0.4 million for fiscal 2003 from income of $0.2 million for fiscal 2002. Other expense for fiscal 2003 consisted of income related to the mark to market on our interest rate swap agreements, offset by losses of $1.3 million, of which $1.1 million consisted of losses from the sale of businesses and $0.2 million consisted of losses from the disposal of property and equipment. Other expense for fiscal 2002 consisted of $0.3 million from the disposal of property and equipment. Other income for fiscal 2002 consisted of income related to the mark to market of our interest rate swap agreements, offset by losses on sales and disposals of fixed assets.

Interest expense

        Interest expense increased $8.2 million to $15.8 million for fiscal 2003 from $7.6 million for fiscal 2002. The increase in interest expense was principally due to additional debt incurred to finance the REM acquisition. In connection with the REM acquisition, we entered into a new credit agreement that increased our bank debt balance by $127.6 million. In addition, as part of the REM purchase consideration, we issued junior subordinated notes to the sellers of REM for $28.0 million. These notes were redeemed in connection with the Refinancing.

Provision for income taxes

        Provision for income taxes increased $3.8 million to $4.5 million for fiscal 2003 from $0.7 million for fiscal 2002. The increase in income tax expense was due to the increased level of earnings before income taxes. Our effective tax rate increased from 40% for fiscal 2002 to 43% for fiscal 2003. The increase in the effective tax rate was due to our legal corporate structure where a substantial amount of taxable losses in some states were not able to be netted with taxable income from others.

Liquidity and Capital Resources

        Our principal uses of cash are to meet working capital requirements, to fund debt obligations and to finance capital expenditures and acquisitions. Cash flows from operations and utilization of our credit facilities during the past two years have been sufficient to meet the aforementioned cash requirements.

        On November 4, 2004, we completed the Refinancing, which included the offering of the outstanding notes and the amendment and restatement of our then-existing senior credit facilities. As amended and restated, the senior credit facilities consist of a six-year $80.0 million revolving credit

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facility and a seven-year $175.0 million term loan B facility. We used the proceeds of the offering of the outstanding notes, cash on hand and borrowings under the senior credit facilities to:

•

repay all amounts owing under our then-existing senior credit facilities and pay a $1.5 million pre-payment fee on our then-existing senior credit facilities;



•

repay $28.0 million of the subordinated notes issued by Holdings to the former stockholders of REM, Inc. in connection with our acquisition of REM in May 2003 and $15.5 million of subordinated notes issued by Holdings to Madison Dearborn in 2001;



•

redeem all of the outstanding 14% Redeemable Class A Preferred Stock of Holdings, in the amount of $121.8 million, including accrued dividends, approximately $3.4 million of which was held in a rabbi trust for a deferred compensation plan;



•

fund an escrow account in order to provide a source of payment for net amounts that may be owing (after deducting amounts to which we are entitled under our right of offset) under the Magellan note;



•

pay certain deferred compensation obligations; and



•

pay transaction fees and expenses.

        Net cash provided by operating activities was $24.5 million and $22.6 million for the nine months ended June 30, 2005 and 2004, respectively. Cash provided by operating activities for the nine months ended June 30, 2005 included payments associated with the Refinancing. Certain deferred compensation plans were terminated and funds were distributed in the amount of $4.3 million. In addition, in connection with the repayment of the subordinated notes payable, accrued interest of $13.5 million was paid. Excluding these Refinancing items, net cash provided by operating activities was $42.3 million for the nine months ended June 30, 2005. The increase in cash provided by operating activities between periods was principally due to an increase in cash provided by accounts receivable. This change is mostly attributed to a decrease in accounts receivable due to a decrease in days sales outstanding between September 30, 2004 and June 30, 2005 from 51.2 to 45.1.

        Net cash used in investing activities was $8.8 million and $15.3 million for the nine months ended June 30, 2005 and 2004, respectively. The primary components are purchases of property and equipment, cash paid for acquisitions and cash proceeds from the sale of property and equipment. The change between periods was primarily attributable to a change in cash paid for acquisitions. Cash paid for acquisitions for the nine months ended June 30, 2005 of $1.7 million includes the acquisition of Bayview Neuro, Inc. in October 2004 for $1.0 million, and four acquisitions in June 2005 for a total of $1.7 million. Offsetting the cash paid for these acquisitions is $1.0 million received related to the finalization of the purchase price of previous acquisitions. Cash paid for acquisitions for the nine months ended June 30, 2004 of $5.1 million primarily relates to the acquisition of Foster America in April 2004. Also contributing to the change in cash used in investing activities between periods is a reduced level of capital expenditures in 2005. We spent $9.0 million and $10.3 million in capital expenditures for the nine months ended June 30, 2005 and 2004, respectively. Capital expenditures for both periods are primarily related to purchases of single family homes, vehicles and computer equipment.

        Net cash used in financing activities in the nine months ended June 30, 2005 and 2004 was $11.7 million and $7.0 million, respectively. The $4.7 million increase in cash used by financing activities was primarily due to the Refinancing. In addition to the Refinancing, we made scheduled debt maturity payments in accordance with the term loan facilities of $1.6 million and $7.1 million for the nine months ended June 30, 2005 and 2004, respectively. In connection with the refinancing of our term loan mortgage in May 2005, we repaid the $4.7 million outstanding on the existing term loan mortgage and borrowed $6.2 million. We used net proceeds from the additional term loan mortgage

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facility to make a prepayment in the amount of $1.7 million on our term B loan. We also repaid $7.0 million of the $10.0 million note payable to Magellan in the nine months ended June 30, 2005, and incurred and paid approximately $0.8 million in costs through June 30, 2005 in connection with the repricing of our existing term B loan in March 2005 and the refinancing of the term loan mortgage in May 2005.

        Net cash provided by operating activities was $37.7 million, $33.6 million and $13.5 million for fiscal 2004, fiscal 2003 and fiscal 2002, respectively. The changes between years were primarily attributable to an increased level of earnings and favorable changes in operating assets and liabilities between periods. Net cash used in investing activities was $20.0 million, $262.2 million and $3.7 million for fiscal 2004, fiscal 2003 and fiscal 2002, respectively. The primary components were purchases of property and equipment, cash paid for acquisitions and proceeds from the sale of businesses. The changes between periods were primarily attributable to the increased level of acquisition funding in 2003, due principally to the acquisition of REM. Net cash provided by (used in) financing activities was $(9.1) million, $243.9 million and $(16.3) million for fiscal 2004, fiscal 2003 and fiscal 2002, respectively. The use of cash for fiscal 2004 and fiscal 2002 was due to repayments on outstanding debt, while the cash provided for fiscal 2003 was due to the issuance of debt related to the acquisitions made in that year.

        We spent $15.6 million, $8.5 million and $4.1 million in capital expenditures for fiscal 2004, fiscal 2003 and fiscal 2002, respectively. Capital expenditures for fiscal 2004 are primarily related to purchases of single family homes and computer equipment, and for fiscal 2003 are mostly due to purchases of furniture and fixtures and computer equipment. Capital expenditures for fiscal 2002 were primarily for computer equipment.

        We completed three acquisitions in fiscal 2004 and four acquisitions in fiscal 2003. The acquisition of Foster America in May 2004 was financed with available cash of approximately $4.4 million, and the remaining two acquisitions in fiscal 2004 were financed with available cash of approximately $0.2 million. The acquisition of FAS in December 2002 was financed through borrowings under our old senior credit facilities of $6.8 million. The acquisition of AHS in February 2003 was financed through the use of available cash of approximately $0.4 million and borrowings under the old senior credit facilities of $11.0 million. The acquisition of REM in May 2003 for approximately $240.4 million was financed through proceeds from the issuance of preferred and common stock of $87.2 million, a seller note of $28.0 million and $125.2 million of borrowings under the old senior credit facilities.

        We made scheduled debt maturity payments in accordance with our term loan facilities of $9.3 million, $3.0 million and $6.3 million for fiscal 2004, fiscal 2003 and fiscal 2002, respectively. In addition, in conjunction with the acquisition of REM on May 1, 2003, we entered into the senior credit facilities existing prior to the Refinancing to finance the acquisition and in the process refinanced our old term loan of $48.0 million on April 30, 2003.

        On November 4, 2004, we repaid all outstanding amounts owing under the then-existing senior credit facilities and entered into amended and restated senior credit facilities, which we refer to as the "senior credit facilities."

        The senior credit facilities consist of an $80.0 million revolving credit facility and a $175.0 million term loan B facility. At the time of the Refinancing, we drew $13.0 million under the revolving credit facility. The loans and other obligations under the senior credit facilities are guaranteed by Holdings and each of its existing and future direct and indirect domestic subsidiaries, other than insurance subsidiaries and non-profit subsidiaries. The revolving credit facility will terminate, and all amounts outstanding thereunder will be due and payable, in 2010. The term loan B facility is subject to quarterly amortization of principal, with the initial aggregate term loan payable in quarterly installments of 1% per year for the first six years and thereafter in substantially equal quarterly installments. Voluntary

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prepayments of principal are permitted, and we are required to prepay amounts under the senior credit facilities under certain circumstances.

        On November 4, 2004, National MENTOR, Inc. sold $150.0 million in aggregate principal amount of the outstanding notes in a private placement. The notes are guaranteed by Holdings and each of the issuer's direct or indirect domestic subsidiaries, other than certain excluded subsidiaries. The notes will mature on December 1, 2012.

        Our principal sources of funds are cash flows from operating activities and available borrowings under the senior credit facilities. The availability under the $80.0 million revolving facility is reduced by outstanding letters of credit totaling $24.0 million. As of June 30, 2005, the availability under this facility was $56.0 million. We believe that these funds will provide sufficient liquidity and capital resources to meet our near term and future financial obligations, including scheduled principal and interest payments, as well as to provide funds for working capital, capital expenditures and other needs for the foreseeable future. No assurance can be given, however, that this will be the case.

Commercial Commitments Summary

        The following table summarizes our contractual obligations and commitments on June 30, 2005.

		Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
		(dollars in thousands)
Long-term debt		$	331,133	$	5,142	$	4,283	$	8,425	$	313,283
Operating leases			59,743		21,091		25,951		9,894		2,807
Standby letters of credit			23,986		23,986		—		—		—
	Total obligations and commitments	$	414,862	$	50,219	$	30,234	$	18,319	$	316,090

Inflation

        We believe that inflation has not had a material impact on our results of operations for fiscal 2004, fiscal 2003 or fiscal 2002. We do not expect inflation to have a material impact on our results of operations for fiscal 2005.

Quantitative and Qualitative Disclosure about Market Risk

        Although we are exposed to changes in interest rates as a result of our outstanding variable rate debt, we do not currently utilize any derivative financial instruments related to our interest rate exposure. At June 30, 2005, we had variable rate debt outstanding of $178.1 million compared to $159.7 million outstanding at September 30, 2004. The variable rate debt outstanding relates to the term loan, which has an interest rate based on LIBOR plus 2.50% or Prime plus 1.50%, the revolver, which has an interest rate based on LIBOR plus 3.25% or Prime plus 2.25%, and term loan mortgage, which has an interest rate based on Prime plus 1.25%. An increase in the interest rate by 100 basis points on the debt balance outstanding as of June 30, 2005, would increase interest expense approximately $1.8 million annually.

Critical Accounting Policies

        Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of financial statements in conformity with GAAP requires the appropriate application of certain accounting policies, many of which require us to make estimates and assumptions about future events and their impact on amounts reported in the financial statements and related notes. Since future events and the impact of those

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events cannot be determined with certainty, the actual results will inevitably differ from our estimates. These differences could be material to the financial statements.

        We believe our application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are constantly reevaluated, and adjustments are made when facts and circumstances dictate a change. Historically, our application of accounting policies has been appropriate, and actual results have not differed materially from those determined using necessary estimates.

        The following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

Revenue Recognition

        Revenues are reported net of any state provider taxes or gross receipts taxes levied on services we provide. We follow Staff Accounting Bulletin (SAB) 104, Revenue Recognition, which requires that revenue can only be recognized when evidence of an arrangement exists, the service has been provided, the price is fixed or determinable and collectibility is probable. We recognize revenues for services performed pursuant to contracts with various state and local government agencies and private health care agencies as follows: cost-reimbursement contract revenues are recognized at the time the service costs are incurred and units-of-service contract revenues are recognized at the time the service is provided. For our cost-reimbursement contracts, the rate provided by the payor is based on a certain level and types of costs being incurred in delivering the service. From time to time, we receive payments under cost-reimbursement contracts in excess of the allowable costs required to support those payments. In such instances, we record a liability for such excess payments. At the end of the contract period, any balance of excess payments is maintained as a liability for reimbursement to the payor. Revenues in the future may be affected by changes in rate-setting structures, methodologies or interpretations that may be enacted in states where we operate or by the federal government. To date, we have not encountered any rate-setting changes of significance.

Accounts Receivables

        Accounts receivable primarily consist of amounts due from Medicaid programs, other government agencies, not-for-profit providers, and commercial insurance companies. An estimated allowance for doubtful accounts receivable is recorded to the extent it is probable that a portion or all of a particular account will not be collected. In evaluating the collectibility of accounts receivable, we consider a number of factors, including payment trends in individual states, age of the accounts and the status of ongoing disputes with third-party payors. Complex rules and regulations regarding billing and timely filing requirements in various states are also a factor in our assessment of the collectibility of accounts receivable. Actual collections of accounts receivable in subsequent periods may require changes in the estimated allowance for doubtful accounts. Changes in these estimates are charged or credited to revenue in the Income Statement in the period of the change in estimate.

Reserves for Self-insurance

        We self-insure a substantial portion of our health, workers compensation, auto and professional and general liability programs. We record expenses related to claims on an incurred basis, maintaining fully developed reserves for both reported and unreported claims. The reserves for the health and workers compensation programs may be based on estimates made internally by management or by independent third party actuaries. In consultation with an independent third party claims administrator, we establish reserves for professional and general liability claims. While we believe that the estimates of reserves are adequate, the ultimate liability may be greater or less than the aggregate amount of reserves recorded. Reserves relating to prior periods are continually reevaluated and increased or

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decreased based on new information. As such, these changes in estimates are recorded as charges or credits to the results of operations in the subsequent period when the change in estimate occurred.

Goodwill and Intangible Assets

        Pursuant to SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142), we review costs of purchased businesses in excess of net assets acquired (goodwill), and indefinite-lived intangible assets for impairment at least annually, unless significant changes in circumstances indicate a potential impairment may have occurred sooner. We are required to test goodwill on a reporting unit basis. We use a fair value approach to test goodwill for impairment and recognize an impairment charge for the amount, if any, by which the carrying amount of goodwill exceeds fair value. The impairment test for indefinite-lived intangible assets requires the determination of the fair value of the intangible asset. If the fair value of the intangible asset is less than its carrying value, an impairment loss would be recognized in an amount equal to the difference. Fair values are established using discounted cash flow and comparative market multiple methods. We conduct our annual impairment test on July 1st, and as of the date of the last test, there was no impairment and there have been no indicators of impairment since the date of the test.

        Discounted cash flows are based on management's estimates of our future performance. As such, actual results may differ from these estimates and lead to a revaluation of our goodwill and intangible assets. If updated calculations indicate that the fair value of goodwill or any indefinite-lived intangibles to be less than the carrying value of the asset, an impairment charge would be recorded in the results of operations in the period of the change in estimate.

Impairment of Long-Lived Assets

        Pursuant to SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144), we review long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows of the asset. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded based upon various techniques to estimate fair value.

Income Taxes

        We account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. Under FAS 109, the asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined by multiplying the differences between the financial reporting and tax reporting bases for assets and liabilities by the enacted tax rates expected to be in effect when such differences are recovered or settled. These deferred tax assets and liabilities are separated into current and long-term amounts based on the classification of the related assets and liabilities for financial reporting purposes. Valuation allowances on deferred tax assets are estimated based on our assessment of the realizability of such amounts.

Derivative Financial Instruments

        We use derivative financial instruments to manage the risk of interest rate fluctuations on debt and account for derivative financial instruments in accordance with Financial Accounting Standard No. 133, Accounting for Derivative Instruments and Hedging Activities (FAS 133), as amended. FAS 133 requires that all derivative instruments be reported on the balance sheet at fair value and establishes criteria for designation and effectiveness of hedging relationships. Changes in the fair value of derivatives are recorded each period in current operations or in stockholders' equity as other comprehensive income (loss) depending upon whether the derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. We, from time to time, enter into interest rate swap agreements to hedge

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against variability in cash flows resulting from fluctuations in the benchmark interest rate on our debt. These agreements involve the exchange of variable interest rates for fixed interest rates over the life of the agreement without an exchange of the notional amount upon which the payments are based. The differential to be received or paid as interest rates change is accrued and recognized as an adjustment of other income or expense in the accompanying consolidated income statements or as a change to stockholders' equity, depending on whether the transaction qualifies as a hedge. The related amount receivable from or payable to counterparties is included as an asset or liability in our consolidated balance sheet.

        Hedges of underlying exposure are designated as part of a hedge transaction and documented at the inception of the hedge. Whenever it qualifies, we use the shortcut method to satisfy hedge effectiveness requirements. Under this approach, we exactly match the terms of the interest rate swap to the terms of the underlying debt and therefore may assume 100% hedge effectiveness with no formal quarterly assessment of effectiveness or measurement of ineffectiveness. The entire change in fair market value is recorded in the stockholders' equity as other comprehensive loss. In connection with the Refinancing, the outstanding interest rate swap agreements were terminated. There were no outstanding swap agreements at June 30, 2005.

Legal Contingencies

        From time to time, we are involved in litigation in the operation of our business. We reserve for costs related to contingencies when a loss is probable and the amount is reasonably determinable. While we believe our provision for legal contingencies is adequate, the outcome of the legal proceedings is difficult to predict and we may settle legal claims or be subject to judgments for amounts that differ from our estimates.

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BUSINESS

Company Overview

        We are a leading provider of home and community-based human services for individuals with mental retardation and other developmental disabilities, at-risk youth and their families and persons with acquired brain injury. We provide our services in small group home, host home, in-home or non-residential settings that are designed to promote our clients' independence and participation in the community. Our customized services offer our clients, as well as the state and county governments that serve them and pay for these services, an attractive, cost-effective alternative to human services provided in large, institutional settings. We believe our flexible approach to service delivery, supported by a consistent set of service principles designed to maximize client independence and satisfaction, appeals not only to our clients and their families, but also to our growing number of payors.

        We believe that the strength of our service delivery model, our national scope and our relationships with a broad range of government agencies have made us one of the largest national providers of home and community-based services in each of our service lines. Currently, we provide our services to approximately 19,800 clients in 29 states through approximately 15,000 full time equivalent employees, as well as a pool of approximately 5,100 independently contracted Mentors. We derived approximately 94% of our revenues from state and county government payors during fiscal 2004, with total net revenues of $648.5 million and net income of $10.2 million during this period. We derived approximately 94% of our revenues from state and county government payors during the nine months ended June 30, 2005, with total net revenues of $515.3 million and net income of $10.1 million during this period.

        In May 2003, we acquired REM, Inc., one of the largest providers of MR/DD services in the United States, which has since been integrated into our operations. The REM acquisition increased our market position in seven states and added nine new states where we did not previously have operations. Prior to this acquisition, both we and REM pursued similar service model strategies and for growth relied on expanding service offerings within existing markets as well as new program start-up operations. We have also complemented our organic growth by the strategic acquisitions of philosophically compatible providers. We have grown our net revenues from $88.3 million in fiscal 1997 to $648.5 million in fiscal 2004.

        We provide services to three population groups:

        Mental Retardation/Developmental Disability (MR/DD).    The largest part of our business is the delivery of quality living services to individuals with mental retardation or a developmental disability. We provide services to these clients in both residential and non-residential settings. Our residential settings include small group homes and ICF-MR living arrangements, most of which house six people or less, "host homes," in which a client lives in the home of one of our trained Mentors, and in-home settings, in which we support our clients' independence with 24 hour support in their own homes. Our non-residential services consist primarily of day programs and periodic services in various settings. The MR/DD services we provide include residential support, vocational services, day habilitation and case management. As of June 30, 2005, we had MR/DD programs in 26 states. For fiscal 2004, our MR/DD services generated revenues of $481.7 million, representing approximately 74% of our net revenues, and for the nine months ended June 30, 2005, our MR/DD services generated revenues of $371.7 million, representing approximately 72% of our net revenues. We received substantially all of our revenues for MR/DD services from state and county government payors during the same periods.

        Children and Families at Risk.    We provide a variety of services to children with severe emotional, developmental and behavioral disorders, medical complexities and youth under the auspices of the juvenile justice system, all of whom we refer to as at-risk youth. At September 30, 2004 and at June 30, 2005, approximately 84% and 83%, respectively, of our ARY services were provided in a host home

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setting, in which a child is placed in the home of one of our Mentors. We also work with state and county youth services agencies in providing family-based services designed to support family preservation and family reunification. These services either preempt the need for out-of-home care or provide at-risk families with the support they need to reunify upon discharge from our programs. Our other ARY services include case management, adoption assistance and education services. As of June 30, 2005, we had ARY programs in 20 states. For fiscal 2004, our ARY services generated revenues of $100.6 million, representing approximately 16% of our net revenues, and for the nine months ended June 30, 2005, our ARY services generated revenues of $88.6 million, representing approximately 17% of our net revenues. We received substantially all of our revenues for ARY services from state and county government payors during the same periods.

        Acquired Brain Injury (ABI).    We define acquired brain injury (ABI) as injury to the brain sustained after birth that is not related to a congenital disorder, a developmental disability or a process which progressively damages the brain. We provide post-acute ABI services in small group homes, as well as through in-home support and in non-residential settings. These services include neurorehabilitation, neurobehavioral rehabilitation and assisted living services. As of June 30, 2005, we had ABI programs in nine states serving clients referred to us from 26 states. For fiscal 2004, our ABI services generated revenues of $35.1 million, representing approximately 5% of our net revenues, and for the nine months ended June 30, 2005, our ABI services generated revenues of $28.0 million, representing approximately 5% of our revenues. During the same periods, we received approximately 61% of our ABI revenues from state and county government payors and approximately 39% from private payors.

Competitive Strengths

        We believe that the following competitive strengths have allowed us to achieve and maintain our position as a leading provider of home and community-based services to our three population groups: individuals with MR/DD, at-risk youth and their families, and persons with acquired brain injury.

        National Platform with Diverse Payor Mix.    We serve clients in 29 states, which comprise approximately 75% of the United States population, although we do not operate in all regions of those states. Our national presence and scale provides us with an effective platform for future growth within existing states and in surrounding states. In addition, our diverse base of state and county purchasing entities stabilizes our revenue base and mitigates the impact of changes in rates or reimbursement policies in any particular state or county.

        Client-Oriented Care Model.    We design customized service plans to meet the unique needs of our clients in community-based settings. We specialize in adapting our service offerings to a wide range of intensities of care and other client requirements, as well as in providing cost-effective services that are accountable to clients, their families and state and county funding providers. We are also experienced at serving clients with the most severe disabilities. We focus on providing these customized services in home and community-based settings. We believe that our expertise in customized home and community-based services has allowed us to capitalize on the industry's continued shift away from institutional care models. We believe that the U.S. Supreme Court's Olmstead decision, which challenged governments to deliver more individualized care to those with special needs, as well as "waiting list" lawsuits seeking to require governments to deliver home and community-based services to more of these individuals, have increased market demand for the services that we deliver.

        Strong and Stable Cash Flow.    The extended length of care inherent in our business and increasing life expectancy of our MR/DD clients have provided us with a stable, recurring base of revenue and cash flow. Once individuals with MR/DD are admitted to our programs, they typically remain in our homes for the remainder of their lives. In addition, according to Braddock, advances in medical technology have increased the life expectancy of the MR/DD population from 19 years in the 1930s to

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59 years in the 1970s and 66 years in 1993, further increasing our clients' expected length of care. In many cases, our clients remain in our homes for the remainder of their lives.

        Flexible Cost Structure.    We believe that we do not have the high fixed costs that care providers operating large institutions tend to have, enabling us to respond quickly to market developments and regulatory changes. In many cases we use contract workers rather than full-time employees, many of whom are paid a per diem amount. Additionally, we operate most of our group homes under lease arrangements, more than half of which have terms of two years or less. Our national scope and scale have also enabled us to implement best practices across our organization and leverage economies of scale in various direct and indirect costs, resulting in lower overall costs.

        Experienced Management Team and Equity Sponsor.    Our management team has extensive public and private sector experience in human services. Our senior management team has been with us for an average of 11 years and averages approximately 20 years in the human services industry. Many of our senior managers have previously held leadership positions as policy makers, fiscal managers and service providers in our industry. In addition, our equity sponsor, Madison Dearborn, has considerable experience making investments in a wide variety of industries.

Our Strategy

        The primary aspects of our strategy include the following:

        Capitalize on Favorable Industry Trends.    We believe home and community-based services that increase client independence and participation in community life and reduce payor costs will continue to grow in market share. According to Braddock, total public spending for MR/DD services in the United States has grown from $34.5 billion in 2002 to $38.6 billion in 2004, the most recent year for which data is available, while spending for public and private institutions serving more than 16 persons has declined during the same period. In addition, the aging of the "baby boom" generation is expected to reduce the number of family caregivers for people with MR/DD. We believe that the expected growth in the adolescent population over the next ten years as well as the development in 24 states of home and community-based waiver programs to support individuals with ABI will further contribute to increased demand for our other services. Finally, we believe the presence of strong advocacy groups and the pending lawsuits advocating for deinstitutionalization of our client population will continue to support these trends. Nine closures of state developmental centers are slated to occur between 2005-2007, according to Braddock. We intend to capitalize on these trends, both in existing markets and in new markets where we believe significant opportunities exist.

        Expand Our Services in New and Existing Markets.    We intend to continue to seek new opportunities to grow in each of our services lines by leveraging our current infrastructure to expand into new territories and develop complementary services in existing locations. We often seek new program starts through the signing of an anchor contract in a new state or region with the intention of leveraging the initial contract to expand geographically, by service line or by model. We also cross-sell programs, starting new service lines in states where we have established ourselves in other services lines. For example, the REM acquisition enabled us to add ARY and ABI programs in five states in which REM offered only MR/DD services. Similarly, we have developed small group homes in five states in which we had historically only offered host home services to MR/DD clients. A new program start typically requires an initial investment and generally becomes cash flow positive within 18 to 24 months. Since the inception of the new start program in fiscal 2002, we have 73 new starts operating, including 33 which launched in fiscal 2005. We intend to pursue new program starts and cross-selling opportunities aggressively.

        Leverage Our National Resources.    We believe our experience and national scale enhance our ability to efficiently provide consistent high quality care at the local level. We intend to develop and

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implement best practices across our national network and to offer a broad continuum of care, including serving clients with the most severe disabilities. We also deliver a level of quality and responsiveness that smaller local service providers are unable to offer and intend to continue to invest in company-wide training programs and systems for quality control and incident reporting.

        Continue to Strengthen Our Third-Party Payor Relationships.    Much of our organic growth in recent years has resulted from the strength of our relationships with state and local government agencies and not-for-profit organizations such as Alliance Health and Human Services, Inc. Our relationships with these payors have enabled us to gain contract referrals and to cross-sell new services into existing markets, as well as to leverage "local knowledge" to increase quality on a cost-effective basis. These relationships have also contributed to our success in making acquisitions. We seek to position ourselves as the provider of choice to state and county governments by finding solutions to their most challenging human service delivery problems. We intend to continue to strengthen these relationships by developing innovative programs and integrating payment systems.

        Selectively Pursue Acquisitions.    Our management team has successfully integrated 32 acquisitions since 1997. Of these acquisitions, 31 were small, strategic acquisitions that we folded into our existing operations. In addition, in May 2003, we acquired REM, Inc., one of the largest providers of services to the MR/DD population in the United States, which was a unique opportunity for us to expand our national presence and service lines in our base operations. We intend to continue to pursue strategic, philosophically compatible acquisitions that can be readily integrated into our existing operations.

Industry Overview

Unless otherwise stated, all statistical information in this section has been obtained from reports prepared by Dr. David Braddock. Dr. David Braddock is Associate Vice President of the University of Colorado (CU) System and Executive Director of the Coleman Institute for Cognitive Disabilities. For more information on these reports, see "Market, Ranking and Other Data."

        The human services industry plans, organizes, develops and administers programs for, and provides direct services to, people with special needs. We provide services to three population groups: individuals with mental retardation and other developmental disabilities, at-risk youth and their families and persons with acquired brain injury. We believe that several factors will increase demand for our services in the coming years:

        Continuing Trend Toward Home and Community-Based Settings.    We believe that the increase in the number of eligible beneficiaries of government-funded human services and the attendant pressure on governments to both cut costs and provide higher quality services have caused many governmental agencies to increasingly turn to private human services providers. Until recently, human services in our markets have been provided almost exclusively by public sector and non-profit agencies, often in large congregate settings, including institutions. There has been a significant trend toward privatization of these services, primarily among those payors pursuing alternatives to the traditional institutional service model, and we believe that this trend will continue to drive growth in the MR/DD, ARY and ABI.

        Strong Support from Advocacy Groups.    Individuals with developmental disabilities are strongly supported by many advocacy groups who seek to increase awareness and influence governmental funding decisions. In many cases, these groups have used courts to require governments to improve service levels to individuals with developmental disabilities. For example, in June 1999, the United States Supreme Court held in Olmstead v. L.C. that states must provide individuals with MR/DD the choice to be placed in home and community-based settings when deemed appropriate by professionals and placement can be reasonably accomplished within state budgets. In addition, court orders have also been used to require states to reduce the number of individuals with developmental disabilities on waiting lists for placements in residential service programs. As a result, states are allocating necessary

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funds and resources to provide small group home and host home care or for new in-home support programs. Nine closures of state developmental centers are slated to occur between 2005-2007, according to Braddock.

        Increased Longevity of MR/DD Population.    According to the Rehabilitation Research and Training Center on Aging and Mental Retardation at the University of Illinois at Chicago, the average life expectancy of people with MR/DD has increased from 19 years in the 1930s, to 59 years in the 1970s and 66 years in 1993. According to Braddock, this increase in life expectancy accounts for an estimated 10-20% increase in the demand for residential services in the past three decades alone. As these populations grow older, they require more care for longer periods and have a greater chance of outliving their caregivers. We believe that state and local governments will increasingly look to private service providers to create the capacity necessary to care for these people in the future.

        Aging Family Caregivers.    Many individuals with MR/DD live with family caregivers in their own homes as opposed to living on their own or in supervised residential care setting. In 2004, approximately 2.8 million individuals with MR/DD in the United States received care at home with their families. Twenty-five percent of these individuals, or 710,000 persons, were living with caregivers aged 60 and over. Many of these caregivers, particularly those in the "baby boom" generation, will soon become too old to provide adequate care. We believe that this trend will continue to drive growth of supervised residential programs, particularly as the life expectancy of MR/DD individuals continues to increase.

        Growing Adolescent Population.    According to the U.S. Census Bureau, the "baby boom echo," which began in the early 1990's, is now beginning to give rise to large numbers of adolescents. In 1990, there were 64.2 million children under the age of 18. This number is projected to be 72.1 million by 2010, with 24.6 million of those children between the ages of 12 and 17. We believe that the growth in this age group will likewise increase the numbers of at risk youth requiring residential and other human services.

        Increased Demand for ABI Support.    Twenty-four states have developed home and community-based waiver programs to support long-term care services for ABI survivors. Faster emergency response and improved medical techniques have resulted in more persons surviving ABI, but many survive with a substantial long-term disability. We expect that increasing survival rates, together with a shift towards home- and community-based service, similar to that in the MR/DD service line, will contribute to the growth in ABI services.

        The following is a brief discussion of each of our three lines of service:

Mental Retardation/Developmental Disability

        The MR/DD market provides services to children, adolescents and adults with mental retardation or a developmental disability, a population of approximately 4.6 million people in the United States. Nearly 11% of these people live in supervised residential settings. Total public spending for MR/DD services in the U.S. has grown from $34.5 billion in 2002 to $38.6 billion in 2004. According to Braddock, this represents an inflation-adjusted increase of 5.7%. This is the slowest adjusted percentage growth rate in total MR/DD spending for any two-year period since the late 70's. Braddock notes, however, that growth in U.S. public spending in this area remains robust, and that growth in community spending remains substantially above the rate of inflation. Inflation adjusted expenditures for home and community-based services increased approximately 8.5% from 2002 to 2004, the most recent two-year period for which data are available. Conversely, inflation adjusted spending for public and private institutions serving more than 16 persons posted a decline of 4.3% during 2002-2004.

        These increases in inflation adjusted expenditures for home and community-based services came during an extremely difficult fiscal stretch for state governments. From fiscal year 2001 to fiscal year

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2004 states closed an aggregate budget gap of more than $235 billion. As a result, according to the National Association of State Budget Officers, fiscal years 2002, 2003, and 2004 were three of only six fiscal years since 1979 during which the real annual budget growth of states was negative.

Children and Families at Risk

        The ARY service market includes children with severe emotional, developmental and behavioral disorders and medical complexities, as well as those under the auspices of the juvenile justice system. The majority of these children have experienced some sort of significant trauma in their lives, such as physical, emotional, and/or sexual abuse and a significant number may also have medical complexities or other disabilities. As a result, these children and adolescents demonstrate a range of severe behaviors. Many of these youth ultimately become involved in the juvenile justice system as they grow into adolescence. In recent years, we have developed and implemented non-residential, family-based services aimed at family preservation and family reunification.

Acquired Brain Injury

        Acquired brain injury, or ABI, refers to any injury to the brain sustained after birth that is not related to a congenital disorder, a developmental disability, or a process that progressively damages the brain. ABI is typically the result of an external trauma, effects on surrounding brain tissue from a stroke or brain hemorrhage, a viral infection in the brain or a lack of oxygen to the brain. ABI is the leading cause of death and disability in young adults and children in the United States, and approximately 1.5 million individuals suffer from acquired brain injury each year. According to the National Institutes of Health (NIH) Consensus Statement, between 80,000 and 90,000 individuals each year will experience the onset of long-term or lifelong disability associated with ABI. An individual's longevity may be unaffected by ABI, and adults with ABI may require post-acute services for an extended period of time, often for the remainder of their lives. The lifelong costs of care and support for a person with ABI can be up to approximately $4 million, as estimated by the National Institute of Neurological Disorders and Stroke.

Operating Models

Small Group Home Model

        In small group homes, our MR/DD or ABI clients live in a home with other adults. Most of our group home programs house fewer than six individuals. Each group home is staffed 24 hours a day, seven days a week by direct service employees who are supervised by a program manager. When the adult is admitted to the program, an individualized service plan, or "ISP," is developed by our team in order to set personal goals for the client and establish a benchmark for future progress. The group home staff has access to a team of professionals at all times. The staffing patterns vary according to the funding source's regulations and the level of need of the people served.

        A client's ISP may dictate one or more of the following services: case management, individual therapy, group therapy, behavior planning, medication management, life skills training, day programming, independent living skill development, advocacy, vocational training and transportation. The goals and objectives set out in each ISP will determine the types of support required by the client.

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Intermediate Care Facilities for Individuals with Mental Retardation or Developmental Disabilities (ICFs–MR)

        We also provide services to people with disabilities in small to moderate size ICFs-MR. ICFs-MR facilities look like group home facilities. They differ from group home facilities in that they are federally regulated and are funded through a separate ICF–specific Medicaid program. The ICFs-MR Program was established in 1971 when legislation was enacted to provide for Federal Financial Participation (FFP) for ICFs-MR as an optional Medicaid service. This congressional authorization for ICFs-MR services as a state plan option under Medicaid allows states to receive federal matching funds for institutional services that are funded with state or local government dollars.

        To qualify for Medicaid reimbursement, ICFs-MR must be certified and comply with Federal standards (referred to as Conditions of Participation, found in federal regulations at 42 CFR Part 483, Subpart I, Sections 483.400- 483.480) in eight areas, including: management, client protections, facility staffing, active treatment services, client behavior and facility practices, health care services, physical environment and dietetic services. Clients who live in our ICFs-MR facilities receive active treatment.

Host Home Model

        In the host home model, also known as the MENTOR model, a child or adult is carefully matched and placed in the home of one of our independent contractors, or "Mentors," where he or she participates in the life of the Mentor's family and takes part in community activities. As in the small group home model, an ISP is developed for each client. A case manager visits the client on a determined schedule (weekly, or biweekly, for example) to ensure that the ISP is being implemented and that the services chosen are appropriate to the strengths and needs of the client at that time. Each ISP is formally revisited at least four times per year and modified, as necessary. The interdisciplinary team's monitoring ensures the quality of each person's individualized program of care.

        As in the case of the small group home and ICF models, the ISP may dictate one or more of the following services: case management, individual therapy, group therapy, behavior planning, medication management, life skills training, day programming, independent living skill development, advocacy, vocational training and transportation. Each Mentor has access to a team of clinical and behavioral professionals 24 hours a day, seven days a week for telephone triage and crisis intervention.

        Our host home model is most commonly used by the ARY population. Some of our MR/DD or ABI clients choose this option, but our group home and ICFs-MR models are more commonly selected by adults.

Residential In-Home Model

        In the in-home model, individuals live in their own home or apartment and receive up to 24-hour support. As in the models above, services are driven by the ISP, and overseen by a team of professionals. In-home services are delivered to our MR/DD and ABI clients, and include assistance with budgeting, meal planning, case management, shopping, transportation or job support.

Non-Residential

        Non-residential services include individual therapy, early intervention, school support, vocational support, day programs, and community integration, and can take place in a client's home or in outside facilities. We provide non-residential services to all three of the population groups we serve, and the nature and frequency of supports is determined by the client's ISP. Clients receiving only non-residential services do not receive 24-hour support. We typically bill our non-residential services on an hourly basis.

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Service Lines

Mental Retardation/Developmental Disability

        As of June 30, 2005, we provided MR/DD services to clients in 26 states. For fiscal 2004, our MR/DD services generated revenues of $481.7 million, representing approximately 74% of our net revenues, and for the nine months ended June 30, 2005, our MR/DD services generated revenues of $371.7 million, representing approximately 72% of our net revenues. Our MR/DD programs include 24-hour supervision and live-in settings such as our small group homes or host homes. Most of our small group homes house six or fewer individuals. Once placed in a host home or small group home setting, clients rarely change service settings, and many of them live the remainder of their lives in our program.

        Most of our MR/DD services are home and community-based, focusing on improving our clients' access to community resources and participation in community life, increasing their personal choice and improving their adaptive living skills. We help clients increase their participation in everyday activities, providing opportunities for them to learn and generalize skills and behaviors that facilitate greater community participation. Through regular involvement in community activities, our clients establish a social and support network that consists of both persons with and without disabilities. Without our services, many of our clients would be unable to live independently due to their complex medical conditions, severe disability or behavioral challenges. For many of our clients, our home and community-based residential programs serve as their first living arrangement after institutionalization. We believe that we have a reputation for being responsive to individual clients' needs, as well as for expertise in assessing, supporting and serving people with disabilities. We rely on existing community resources wherever possible, which avoids duplication of effort and reduces costs for our public and private payors.

        The majority of our residential services to MR/DD clients are provided in a small group home setting. Small group homes are typically subject to standards set by the Centers for Medicare and Medicaid Services, or "CMS," a Federal agency within the U.S. Department of Health and Human Services, as well as review and oversight by state agencies. Our small group homes are staffed 24 hours a day, typically with two staff members on the premises at peak service hours. Typically, residents work outside the home during the day in supported employment settings. Residents participate fully in meal preparation, general cleaning and personal-hygiene activities. Some of our MR/DD clients live in host home settings, in which we place a client in the home of one of our Mentors, and the client lives with the Mentor and the Mentor's family. This model is an inherently flexible one, allowing services to be individually designed to respond to the client's specific needs and preferences.

        In-home arrangements place our MR/DD clients in independent, non-staffed housing with services provided as needed, subject to personalized support plans designed by social workers or other professionals. Supported living is a popular model for many persons with MR/DD and for most activists and experts in the field because it increases the person's freedom and independence.

        Below is a list of our current MR/DD service offerings:

        Residential Support.    Our small group homes and ICFs-MR are staffed 24 hours a day, with or without awake overnight coverage, and we offer a range of support services to residents of our small group homes. We also provide support to clients in host homes. The level of support and intensity of services provided is regularly adjusted to meet the client's changing needs over time.

        In-Home Support.    Trained staff provide support on an as-needed basis in the client's home. Services are typically billed for on an hourly, or periodic, basis.

        Vocational Services.    We assist clients to obtain and retain employment.

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        Day Habilitation.    Community and center-based day programs provide meaningful structure to a person's day and promote community integration.

Children and Families at Risk

        As of June 30, 2005, we provided ARY services to children and adolescents in 20 states. For fiscal 2004, our ARY services generated revenues of $100.6 million, representing approximately 16% of our net revenues, and for the nine months ended June 30, 2005, our ARY services generated revenues of $88.6 million, representing approximately 17% of our net revenues. Our services to at-risk youth include therapeutic foster care, educational services, adoption assistance and other training and wrap-around services. The majority of our ARY services are delivered in a host home setting, in which the client lives with one of our Mentors in the Mentor's home, usually for a transitional period lasting anywhere from one to two years, as the child prepares for adulthood or permanent placement with his family or adoptive parents. Our individualized approach allows us to work with an ever-changing client population that is diverse in terms of age and gender as well as in type and severity of problem.

        We serve the following types of children and adolescents:

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Children with serious emotional disorders or behavioral issues.  Children with emotional and behavioral problems have typically experienced multiple out-of-home placements and performed poorly in school, with the attendant problems of poor peer relationships, family dysfunction, truancy, substance abuse and disruptive behavior. Some children may have spent time in costly residential treatment centers. In many instances, parents of these children have had their parental rights terminated.



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Court-involved youth.  Our individualized, home and community-based services have proven to be particularly effective in serving court-involved youth. Our services are both a cost-effective alternative to facility care for these children, and a transition to community living. The level of supervision is flexible to address the individualized needs of each youth while ensuring public safety. Treatment focuses on reducing recidivism and developing the skills necessary for successful community reintegration and independent living.



•

Children with complex medical needs.  We have effectively served children with complex medical needs in family-based settings for many years, providing a cost-effective alternative to pediatric neonatal units and pediatric hospitals.

        Our ARY clients typically come from troubled families, and may previously have lived in large institutions and other residential settings that may have been unable to provide the structure, supervision or clinical interventions to meet their needs. In a host home, each child is given a stable environment and therapeutic services to the extent needed to address emotional disorders, often stemming from abuse and neglect. Our residential and non-residential ARY services emphasize behavior control, increased self-esteem and self-control, and the development of critical thinking and problem-solving skills. These programs are designed to transition the youth back into normal developmental activities such as the family home, school and employment. Unlike many of our MR/DD services, most of our ARY services are designed to be transitional in nature.

        In recent years, we have begun to provide family-based services which support both the child and the biological family in their efforts to remain preserved or reunify following an out-of-home placement. Federal and state policy initiatives are increasingly requiring that children be treated in the least restrictive setting and returned to permanent placement as quickly as possible with family members, adoptive parents, or living independently. As state agencies implement these requirements, they seek providers who offer home and community-based options, with a demonstrated capability to help children achieve permanency in a timely fashion. In keeping with the Adoption and Safe Families Act of 1997, we believe that states are beginning to purchase family preservation, family reunification

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and adoption services at a greater rate. Programs which prepare youth for living independently are also in demand.

        We also provide care to children and adolescents with sub-acute health care needs resulting from medically complex disorders. Care for these children is coordinated by our Mentors together with, among others, a Mentor coordinator, who is typically a masters level clinician. Many of these children and adolescents face a long-term rehabilitation process, which requires the assistance of a trained person at all times. Our ultimate goal is to reunite these children with their biological families or prepare them, when appropriate, for permanent placement.

        The following is a list of our ARY services:

        Residential Support.    The child lives with a Mentor and the Mentor's family in a host home. Individualized therapeutic and behavioral supports are provided by the Mentor and other home and community-based service providers.

        Education Services.    We offer in-school, after-school and alternative educational services to children experiencing difficulties at school.

        In-Home Support.    We provide a range of as-needed services to adolescents that are designed to give them the skills and confidence to live on their own as they approach adulthood.

        Adoption Assistance.    We recruit, evaluate and train potential adoptive parents for children with emotional, behavioral or medical needs.

        Wrap-Around Case Management.    A wide variety of services and supports are available to children and their families such as job coaching, early intervention, respite, independent living skills training, behavior management, transportation, recreational activities, therapies and parent education.

        Family Preservation and Family Reunification Services.    We provide in-home intervention services which allow families to remain together or be reunified.

Acquired Brain Injury

        As of June 30, 2005, we provided post-acute care to individuals with ABI who were referred to us from 26 states. For fiscal 2004, our ABI services generated revenues of $35.1 million, representing approximately 5% of our net revenues, and for the nine months ended June 30, 2005, our ABI services generated revenues of $28.0 million, representing approximately 5% of our revenues. We offer our ABI services in a variety of settings, including intensive residential, small group homes, host homes, in-home settings and nonresidential settings.

        ABI clients tend to spend less time in acute care settings, leading to a demand on the part of both clients and payors for post-acute programs with the ability to safely and efficiently serve these more challenging post-acute cases. In addition, providers that offer a continuum of care, from post-acute care to long-term, as-needed services, are more attractive to payors looking to step-down individuals' level of care rapidly and seamlessly.

        Below is a list of our ABI offerings:

        Post-acute NeuroRehabilitation.    This program focuses on treatment needs of a client shortly after acute care. Programs are designed to provide opportunities for active rehabilitation delivery, typically conducted in a residential or outpatient setting, with higher staff to client ratios.

        NeuroBehavioral Rehabilitation.    This program focuses on teaching behavioral alternatives to various unwanted or dangerous behaviors resulting from acquired brain injury. Programs are designed

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to enhance client involvement in daily routines and aspects of the community through proactive and educational behavioral interventions.

        Assisted Living Services.    The client is supported in the living environment of his or her own choice and capability. Programs focus on assisting individuals to rebuild skills necessary to live in the home and community. Programs are likely to be conducted in partnership with local community resources.

        Adolescent Integration.    Focuses on preparing a young victim of acquired brain injury to successfully return home and reintegrate into the educational environment.

Training and Supporting our Direct Care Workers

        We provide pre-service and in-service education to all of our direct care workers, including employees and independent contractors, clinical and administrative staff, and we encourage staff and contractors to avail themselves of outside training opportunities whenever possible. This training ensures that staff understand their responsibilities to the program and its participants, and results in both personal and professional development of staff and contractors. We work to increase individual job satisfaction and retention of motivated, qualified employees and contractors.

        All employees and independent contractors participate in orientation programs designed to increase understanding of our mission, philosophy of care, and our Code of Conduct and Compliance Program. In addition, education and skill development in competencies required for specific duties are provided in accordance with licensing and regulatory requirements and our internal operating standards. These include, but are not limited to, human rights, individual service plan development, universal precautions, first aid, mandated reporting of abuse and neglect, confidentiality, emergency procedures, medication management, risk management and incident reporting procedures. We maintain an extensive resource library of training materials and an intranet site that facilitates the identification and exchange of expertise across all of our operations. Pre-service and in-service education sessions are required as a condition of continued employment or a continued contractual relationship with us.

        In addition to pre-service and in-service orientation, our Mentors receive training which is specific to the individual or child placed in their home. A home study is conducted and interviews and criminal background checks are performed on all adult members of the household. The client/family matching process is extensive, and a "pool" of Mentors is maintained so as to make the best possible match. Often, pre-placement visits occur before the placement is finalized to observe first hand whether the placement will be successful. Mentors are regularly monitored by our case manager or coordinator according to a prescribed schedule. Depending on the needs of the child or adult, these visits may be weekly, every other week or monthly, or in some cases, more than once a week. Mentors have access to our on-call person for emergency telephone triage and on-site crisis intervention, when necessary. Often, Mentors attend support groups offered at the program office. Mentors often have planned respite days built into their service agreements. For example, for one or two days a month the client may spend the night in the home of another Mentor.

Reimbursement

        For fiscal 2004 and for the nine months ended June 30, 2005, we derived approximately 94% of our net revenues from states, counties or regional entities (e.g., Departments of Mental Retardation). Our residential services are typically billed using per diems, while non-residential services, or "periodic" services, are billed on an hourly basis.

Mental Retardation/Developmental Disabilities

        Most MR/DD services in the United States are funded through the Medicaid program, a partnership of state and federal funds under which the federal government matches certain state

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expenditures. According to Braddock, combined federal and state Medicaid spending in 2004 constituted 78% of all MR/DD spending in the United States. Medicaid funding is attractive to states, because state spending is matched by federal reimbursement of between 50-77%, depending on the level of state per capita personal income.

        Our MR/DD services, as well as certain of our ABI services, are funded through the following sources:

        Home and Community-Based Waiver Services.    The home and community-based waiver services, or HCBS, program was instituted as an alternative to the intermediate care facilities/mentally retarded, or ICF-MR, program, authorizing federal reimbursement for a wide variety of community supports and services, including habilitation training, respite care, other family support, case management, supported employment and supported living. In 2004, federal, state and local HCBS waiver spending totaled $15.7 billion for 416,546 individuals, with all 50 states and the District of Columbia participating. In these programs, the provider responds to the client's identified needs and typically is paid on a fee-for-service basis. According to Braddock, federal waiver spending increased by 20% in inflation-adjusted terms during 2002-2004.

        ICF-MR.    The ICF-MR program is used by states to support MR/DD housing programs, in the form of both smaller and larger institutional settings (under 16 and over 16 residents). In 2004, the ICF-MR program provided approximately $1.9 billion in federal funding to approximately 43,774 individuals living in public and private ICF settings of 15 or fewer residents. According to Dr. Braddock, inflation- adjusted spending for ICF-MR supporting 15 or fewer persons declined 1% during 2002-2004, while the number of residents in these settings increased by 1% (by 484 persons).

Children and Families at Risk

        Our ARY services are funded from a variety of sources, including state and local government appropriations, Medicaid, and Title IV-E of the Social Security Act, or "The Adoption Assistance and Child Welfare Act of 1980". Title IV-E is an "open-ended" entitlement program used by states to receive partial reimbursement for eligible expenses incurred in the overall provision of foster care services. The percentage of reimbursement available from the federal government varies depending upon the state seeking to be reimbursed and the expense that the state is seeking reimbursement for, but in no case is the rate below 50%.

Acquired Brain Injury

        Both the public and private sectors finance post-acute services for individuals with ABI. Federal and state governments pay for a large portion of post-acute services, as private insurance plans limit post-acute services and typically do not pay for long-term care or community-based support. The Traumatic Brain Injury Act of 1996 allocated dollars to improve the access, delivery and quality of ABI services. A growing number of states, currently 24 states, have developed community-based waivers to support long-term care services for survivors of ABI.

Sales/Business Development and Marketing

        We receive substantially all of our MR/DD and ARY clients through third-party referrals, most frequently through recommendations to family members from state or local agencies. Since our operations depend heavily on these referrals, we seek to ensure that we provide high-quality services in all states in which we operate, allowing us to enhance our name recognition and maintain a positive reputation with the state and local agencies.

        Relationships with referral sources are cultivated and maintained at the local level by key operations managers. Local programs may, however, avail themselves of corporate resources to help

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grow and diversify their businesses. Staff across the country have the following business development and marketing services available to promote both new and existing product lines.

        Our business development group works with operations to drive the growth of programs and services across the country and to divest non-performing business units. The business development group has implemented an RFP response program designed to expand core growth and promote new program starts and cross sell opportunities. It also conducts research on entry into new markets and the competitive landscape. Our business development group is led by our Senior Vice President of National Business Development, with four Division Managers across the country. The business development group works closely with two mergers & acquisitions professionals, who are based in Atlanta, Georgia, and with several consultants to identify, prioritize, and implement the best growth opportunities. All of its activities are grouped in three pipelines: new program starts (programs in new markets or new programs in existing markets in each case requiring the investment of capital); proposals (responses to requests-for-proposal); and acquisitions.

        Our ABI sales force is independently organized. ABI sales efforts are led by a Director of Sales and Marketing who oversees a six-member, geographically assigned sales staff. This staff conducts clinical evaluations to determine eligibility for our ABI programs.

Customers and Contracts

        In our MR/DD and ARY businesses, we hold contracts with various governmental agencies, such as Mental Retardation, Juvenile Justice and Child Welfare Authorities, for the provision of services. Such contracts may be issued at the county or state level, depending upon the structure of the service system of the state in question. Contracts may cover a range of individuals such as all children referred for host home services in Howard County, Indiana, or a particular set of individuals who will share group living arrangements. Contracts are sometimes issued for specific individuals, where rates are individually determined based on need.

        Our ten largest payors as of June 30, 2005, which together comprised 35% of our net revenues during this period were:

•

Indiana Family and Social Services Administration;



•

West Virginia Bureau for Medical Services;



•

Alliance Human Services;



•

Arizona Department of Economic Security, Division of Developmental Disabilities;



•

Ohio Department of MR/DD;



•

Iowa Medicaid Enterprise;



•

Georgia Department of Human Resources;



•

Georgia Department of Family and Children's Services;



•

New Jersey Division of Youth and Family Services; and



•

Self Directed Services of Dane County.

Alliance Human Services, Inc.

        We have entered into service agreements with Alliance, an independent, not-for-profit organization, to provide ARY services for states and local governments that prefer or choose not to enter into contracts with for-profit corporations to provide those services. In these cases, Alliance has licenses or contracts with state or local agencies, and we have entered into service agreements with

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Alliance in South Carolina, Pennsylvania, Florida, North Carolina, Virginia, Massachusetts, Ohio, Indiana, Illinois, Texas, and California to provide certain treatment services in local programs for ARY. Approximately 5% of our revenues for fiscal 2004 and for the nine months ended June 30, 2005, respectively, were derived from contracts with Alliance.

Competition

MR/DD

        The MR/DD market is highly fragmented, with many providers delivering services to individuals in 148,520 licensed living environments. Competitors range from small, local agencies to large, national organizations, including publicly traded companies. While state and local governments continue to supply a small percentage of services, the majority of services are provided by the private sector. Not-for-profit organizations are also active in all states and range from small agencies serving a limited area with specific programs to multi-state organizations. Many of the not-for-profit companies are affiliated with advocacy and sponsoring groups such as community mental health and mental retardation centers as well as religious organizations.

Children and Families at Risk

        Competition in the at-risk youth and troubled youth market is extremely fragmented, with approximately 4,300 providers in the United States. Our primary competition consists of local not-for-profits serving one particular geographic area. We do not actively compete with national ARY providers, most of which do not focus on youth populations outside of institutional and detention facilities. Our vast service offering and ability to work with youths experiencing a variety of mental, emotional, behavioral and physical difficulties further differentiate us from other providers.

ABI

        We compete with several large chains of inpatient and outpatient rehabilitation services in the provision of ABI services. Many of these competitors, however, tend to target larger segments of the rehabilitation business, such as outpatient rehabilitation.

Regulatory Framework

        We must comply with comprehensive government regulation of our business, including federal, state and local statutes, regulations and policies governing the licensing of facilities, the quality of service, the revenues received for services, and reimbursement for the cost of services. State and federal regulatory agencies have broad discretionary powers over the administration and enforcement of laws and regulations that govern our operations. For example, compliance with state licensing requirements is a prerequisite for participation in government-sponsored health care assistance programs, such as Medicaid. To qualify for reimbursement under Medicaid programs, facilities and programs are subject to various requirements imposed by federal and state authorities.

        All of our operations are subject to local, state and federal licensing requirements, as well as regulations that pertain to reimbursement for services delivered. The following regulatory considerations are paramount to the success of our operations:

        Funding.    Federal and state funding for our services is subject to statutory and regulatory changes, contracting initiatives, level of care assessments, court orders, rate setting and state budgetary considerations, all of which may materially increase or decrease reimbursement for our services. We actively participate in local and national legislative initiatives that seek to impact funding and regulation of our services. We derive revenues for our MR/DD, ARY and a large portion of our ABI services from Medicaid programs.

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        Licensure and Qualification to Deliver Service.    We comply with all licensing and regulatory requirements applicable to the services we deliver. This includes requirements for participation in the Medicaid and Medicare programs, state and local contractual obligations, and requirements relating to individual rights, the credentialing of all of our employees and contract Mentors (including background and Office of Inspector General checks), the quality of care delivered, the physical plant and facilitation of community participation. We maintain a licensing database that tracks activity on licenses governing the provision of services.

        Compliance and Regulatory Enforcement.    A material violation of a law or regulation could subject us to fines and penalties and in some circumstances could disqualify some or all of the facilities and programs under our control from future participation in Medicaid, Medicare or other government programs. The Health Insurance Portability and Accountability Act of 1996, or "HIPAA," could increase potential penalties in the event of violations. There are civil and criminal statutes applicable to the industry, such as those governing false billing (the anti-kick back statute), including health care/services fraud, theft or embezzlement, false statements and obstruction of criminal investigation of offenses.

        Additionally we comply with local zoning and licensing ordinances and requirements. The Federal Fair Housing Amendments Act of 1988 protects the interests of the individuals we serve, prohibits local discriminatory ordinance practices and provides additional opportunity and accommodation for people with disabilities to live in their community of choice.

        Federal regulations issued pursuant to HIPAA contain, among other measures, provisions that require many organizations to implement significant and potentially expensive new computer systems, employee training programs and business procedures. Rules have been established to protect the integrity, security and distribution of electronic health and related financial information. We are in compliance with the electronic transactions standards and have privacy and security policies and procedures in place. We have trained employees in these policies and procedures and have designated a Privacy Officer.

        Federal regulations promulgated by the Occupational Safety and Health Administration (OSHA) require us to have safety plans for blood borne pathogens and other work place risks. At any point in time OSHA investigators may receive a complaint which requires on-site inspection and/or audit, the outcome of which may adversely affect our operations.

        Conviction of abusive or fraudulent behavior with respect to one facility or program may subject other facilities and programs under common control or ownership to disqualification from participation in the Medicaid and/or Medicare program. Executive Order 12549 prohibits any corporation or facility from participating in federal contracts if it or its principals (included but not limited to officers, directors, owners and key employees) have been debarred, suspended, or declared ineligible or have been voluntarily excluded from participating in federal contracts. In addition, some state regulators provide that all facilities licensed with a state under common ownership or control are subject to delicensure if any one or more of such facilities are delicensed.

        We comply with the standards set forth by the Office of Inspector General governing internal compliance and external reporting requirements. OIG advisory opinions, though limited in their application to Medicaid programs, are reviewed and monitored regularly. Significant media and public attention has recently focused on health care. Because the law in this area is complex and continuously evolving, ongoing or future governmental investigations or litigation may result in interpretations that are inconsistent with current practices. It is possible that outside entities could initiate investigations or future litigation impacting our services and that such matters could result in penalties and adverse publicity. It is also possible that our executive and other management personnel could be included in these investigations and litigation or be named defendants.

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        We have a dedicated Compliance Officer (JD level position) that oversees the Compliance Program. The program activities are reported quarterly to the compliance committee. The committee includes board representation and medical, operations, HR and quality expertise.

Insurance

        Our risk management department is responsible for identifying, evaluating and reducing the risks that employees and clients are exposed to within our network. The department is managed by a full-time attorney, who seeks to mediate or settle cases to avoid litigation, while identifying incident trends and developing appropriate training resources. We have incurred professional liability claims and insurance expense of $1.9 million, $2.8 million, $2.6 million, and $1.3 million for the nine months ended June 30, 2005, fiscal 2004, fiscal 2003, and fiscal 2002, respectively. We are also indemnified against any losses that may result from the old REM business prior to our purchase and for any claims prior to our 2001 management buyout.

        We currently self-insure for amounts of up to $1.0 million per claim and $2.0 million in the aggregate. Above these limits, we have $9.0 million of coverage, subject to a $250,000 retention per occurrence, once the aggregate limit is reached.

Employees

        As of June 30, 2005, we had approximately 15,000 full time equivalent employees, as well as approximately 5,100 independent contractors who are under contract to us as Mentors. None of our employees are unionized. We have experienced no work stoppage attributable to labor disputes, and we consider our employee relations to be good.

Properties

        As of June 30, 2005, we provided services in 415 owned facilities and 797 leased facilities, as well as in homes owned by our Mentors. We owned 327 facilities which serve six individuals or fewer, and 88 facilities which serve more than six individuals. We also owned one office. We leased 489 residential facilities, 39 day program sites and 269 offices. More than half of our leased small group homes have terms of two years or less. We believe that our properties are adequate and suitable for our business as presently conducted.

Legal Proceedings

        We are party to various lawsuits arising in the ordinary course of business. In the opinion of management, any ultimate liability with respect to these matters will not have a material adverse effect on our financial condition or operating results.

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MANAGEMENT

Directors and Executive Officers

        The following table sets forth the names, ages and position of each of our current directors and executive officers of National MENTOR Holdings, Inc. (ages as of September 30, 2005):

Name	Age	Position
Gregory Torres	56	Chairman
Edward M. Murphy	58	President, Chief Executive Officer and Director
John W. Gillespie	52	Executive Vice President and Chief Financial Officer
Juliette E. Fay	53	Senior Vice President of Business Development and Marketing
Denis M. Holler	51	Senior Vice President of Finance
John J. Green	46	Senior Vice President of Field Finance
Hugh R. Jones III	40	Senior Vice President and Chief Administrative Officer
Bruce F. Nardella	48	President—Eastern Division
David M. Petersen	57	President—Central Division
Robert A. Longo	43	President—Western Division
Timothy P. Sullivan	47	Director
Nicholas W. Alexos	42	Director
Eugene S. Sunshine	55	Director
Patricia Woodworth	50	Director

        Gregory Torres has served as our Chairman since September 2004. Mr. Torres served as our Chairman and Chief Executive Officer from September 2004 to January 2005, as well as our President and Chief Executive Officer from January 1996 until September 2004. On January 1, 2005, Mr. Torres stepped down as Chief Executive Officer and remained Chairman of the board of directors. Mr. Torres joined MENTOR in 1980 as a member of our first board of directors. In 1992 Mr. Torres became senior vice president for business development, strategic planning and public affairs. Prior to joining us, Mr. Torres held prominent positions within the public sector including: chief of staff of the Massachusetts Senate Committee on Ways and Means, and assistant secretary of human services, the cabinet level office charged with administering human services funding. Mr. Torres began his career as a direct care worker in the juvenile justice field. Mr. Torres is a graduate of St. Vincent's College and holds an M.P.A. from Harvard University.

        Edward M. Murphy has served as our President since September 2004 and our Chief Executive Officer since January 2005. Mr. Murphy has extensive experience working in the areas of criminal justice, mental health and human services, health care and finance. For six years starting 1979 Mr. Murphy served the Commonwealth of Massachusetts as Commissioner of the Department of Youth Services (DYS). Mr. Murphy subsequently served four years as Commissioner of the Department of Mental Health (DMH), which at that time included services for individuals with mental illness and mental retardation. For six years, Mr. Murphy led the Massachusetts Health and Educational Facilities Authority, an independent public authority established to assist nonprofit organizations in borrowing funds through the issuance of tax-exempt bonds. Mr. Murphy later worked as Senior Vice President specializing in debt financing and advisory services for healthcare clients at Tucker Anthony, an investment banking and brokerage firm, and served as President and COO of Olympus Healthcare Group. Most recently, in 1999 Mr. Murphy founded Alliance Health and Human Services and served as the organization's President and CEO until September 2004. He is a trustee of the Massachusetts Health and Education Tax Exempt Trust, a closed end investment company traded on the American Stock Exchange. Mr. Murphy is a graduate of Boston College and holds MA and PhD degrees from the University of Massachusetts at Amherst.

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        John W. Gillespie has served as our Executive Vice President and Chief Financial Officer since August 2001. Mr. Gillespie joined us with over 18 years of experience in the investment banking industry having previously worked for Lehman Brothers from 1983 to 1986, Morgan Stanley from 1986 to 1992 and Bear Stearns from 1992 to 2001. Previously, Mr. Gillespie served for four years in Massachusetts state government with the Office of the Secretary of the Commonwealth, the Governor's Office, and the Executive Office of Human Services. Mr. Gillespie is a graduate of Harvard College and the Harvard Business School.

        Juliette E. Fay has served as our Senior Vice President of National Business Development and Marketing since January 2002, managing the operation of acquisitions and national business development. From May 1998 to June 2002, Ms. Fay served as our Vice President of Business Development. Prior to joining us in 1998, Ms. Fay was the president and CEO of Charles River Health Management, a provider-based managed care company, from March 1995 to May 1998; the director of marketing and business development at the Massachusetts Health and Educational Facilities Authority from November 1989 to March 1995; chief of staff for the Massachusetts Department of Mental Health from July 1986 to November 1989; and the assistant commissioner for facility operations at the Department of Youth Services from April 1979 to July 1985. Ms. Fay holds a B.A. from Boston College and an M.P.A. from Harvard University.

        Denis M. Holler has served as our Senior Vice President of Finance since January 2002. Mr. Holler joined us in October 2000 as Vice President of Financial Operations. Previously, Mr. Holler was Chief Financial Officer of the Fortress Corporation from September 1991 to November 1999. Mr. Holler was also a C.P.A. with Deloitte & Touche from 1984 to 1989. Mr. Holler holds a B.A. from Fordham University and an M.S. in accounting and an M.B.A. in finance from Northeastern University.

        John J. Green has served as our Senior Vice President of Field Finance since May 2003 when we acquired REM. Mr. Green joined REM in April 1986 as Assistant Controller and became Controller of REM in July 1990. Mr. Green is a Certified Public Accountant with more than 20 years of experience both in public accounting and healthcare industries. Mr. Green's expertise encompasses finance, accounting, reimbursement, human resources and information systems. Mr. Green holds a B.S. in accounting and finance from Minnesota State University—Mankato.

        Hugh R. Jones III has served as our Senior Vice President and Chief Administrative Officer since May 2004 and served as our Senior Vice President of Public Strategy from February 2003 to May 2004. Prior to that, he co-founded in 1995 and led MassINC, a nonpartisan think tank. Previously, Mr. Jones held positions in state government and Massachusetts and national political campaigns. He has a B.A. in government from Hamilton College.

        Bruce F. Nardella has served as our President, Eastern Division since May 2003. Mr. Nardella joined us in 1996 as a state director. Prior to that, he worked for the Massachusetts Department of Youth Services, a Massachusetts human service agency responsible for servicing adjudicated youths. Mr. Nardella also worked for more than a decade for the Massachusetts Department of Youth Services, the agency responsible for serving adjudicated youths. In 1994, he became the deputy commissioner of the agency, supervising all operations. Mr. Nardella holds an M.P.A. from Harvard University, an M.Ed. from Boston University and a B.A. from Colgate University.

        David M. Petersen has served as our President, Central Division since May 2003. Prior to joining us, Mr. Petersen had worked for REM since 1972. Beginning in 1992 he served as the Executive Director of REM's Minnesota operations. Mr. Petersen is a licensed Nursing Home Administrator, with BS and MA degrees from St. Cloud State University. Mr. Peterson was President of the Association of Residential Resources in Minnesota (ARRM), and currently serves on the board of directors for ARRM.

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        Robert A. Longo has served as our President, Western Division since May 2003. Mr. Longo joined us as a children's services program manager in Illinois in 1993 and became our state director for Illinois in 1994. Before coming to our company, he was the assistant program director at St. Joseph's Carondelet in Chicago where he oversaw budgeting, operations and agency development and planning. He also worked as the truancy alternative group leader for a family services agency in Illinois. Mr. Longo received his M.S. in health services administration from College of St. Francis and his B.S. in psychology and biology from Loyola University of Chicago.

        Timothy P. Sullivan has been a director since March 2001. Prior to co-founding Madison Dearborn Partners, LLC in 1993, Mr. Sullivan was with First Chicago Venture Capital for four years. Mr. Sullivan concentrates on investments in the healthcare industry and currently serves on the boards of directors of Milnot Holding Corporation, Team Health, Inc., Valitás Health Services, Inc. and Sirona Dental Systems GmbH. Mr. Sullivan received a B.S. from the United States Naval Academy, an M.S. from the University of Southern California and an M.B.A from Stanford University Graduate School of Business.

        Nicholas W. Alexos has been a director since March 2001. Prior to co-founding Madison Dearborn Partners, LLC in 1993, Mr. Alexos was with First Chicago Venture Capital for five years. Previously, he was with The First National Bank of Chicago. Mr. Alexos concentrates on investments in the healthcare and food manufacturing industries and currently serves on the boards of directors of Milnot Holding Corporation, Pierre Foods, Inc., Team Health, Inc. and Sirona Dental Systems GmbH. Mr. Alexos received a B.B.A. from Loyola University and an M.B.A. from the University of Chicago Graduate School of Business.

        Eugene S. Sunshine has been a director since May 2003. Mr. Sunshine has been the Senior Vice President for Business and Finance at Northwestern University in Evanston, Illinois since September 1997. Prior to that, Mr. Sunshine was the Senior Vice President for Administration of the Johns Hopkins University, where he held other positions including Treasurer and Senior Vice President. Mr. Sunshine was New York State Treasurer from 1982 until 1986 and was the Deputy Commissioner for Tax Policy Analysis in New York State. Mr. Sunshine serves on the board of directors of the Chicago Board Options Exchange and the Nuveen Fund. Mr. Sunshine received a B.A. from Northwestern University in 1971 and a Master of Public Administration degree from the Maxwell School of Citizenship and Public Affairs of Syracuse University in 1972.

        Patricia Woodworth has been a director since June 2003. Ms. Woodworth has served as Executive Vice President for Finance and Administration and Chief Financial Officer of The Art Institute of Chicago since January 2002. Previously, Ms. Woodworth was the Chief Financial Officer for the University of Chicago from January 1998 to December 2001. Prior to moving to Chicago, she was the Budget Director for the states of New York from 1995 to 1997, Michigan from 1991 to 1994 and Florida from 1988 to 1990. Ms. Woodworth received a Bachelor of Arts from the University of Maryland.

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Executive Compensation

        The following summarizes the principal components of compensation for our chief Executive Officers and the other highest compensated executive officers for fiscal 2005 (collectively, the "named executive officers").

Name and Principal Position	Fiscal Year	Salary		Bonus	Other Annual Compensation			Long-term Compensation Awards/Securities Underlying Options(3)	All Other Compensation			Total Compensation
Gregory Torres Chairman	2005	$	252,000	(4)	$	10,541(1	)	—		—		$	262,541
Edward M. Murphy President, Chief Executive Officer and Director	2005	$	290,000	(4)	$	75,000(2	)	—		—		$	365,000
Elizabeth V. Hopper(5) Executive Vice President and Chief Operating Officer	2005	$	280,000	(4)	$	6,872(1	)	—		—		$	286,872
John W. Gillespie Executive Vice President and Chief Financial Officer	2005	$	280,000	$30,000(6)	$	837(1	)	—		—		$	310,837
Juliette E. Fay Senior Vice President of Business Development and Marketing	2005	$	220,000	(4)	$	1,318(1	)	7,500		—		$	221,318
David M. Petersen President, Central Divsion	2005	$	225,000	(4)	$	948(1	)	10,000		—		$	225,948
Donald R. Monack(7) Former Executive Vice President and Chief Development Officer	2005	$	280,000	—	$	7,078(1	)	—	$	111,200	(8)	$	398,278

(1)

Other annual compensation represents above market interest earned through November 4, 2004 on amounts held in the National MENTOR, Inc. Equity Deferred Compensation Plan and the National Mentor Services, LLC 2003 Deferred Compensation Plan, which accrues interest at a rate of 14% which compounds quarterly. In conjunction with the offering of the outstanding notes on November 4, 2004, these deferred compensation obligations were paid.

(2)

Other annual compensation represents above-market earnings on stock options issued in September 2004.

(3)

Represents options granted in fiscal 2005 under the National MENTOR Holdings Inc. Stock Option Plan (as defined below).

(4)

Bonuses for fiscal 2005 will be determined and paid in December 2005. Bonuses are determined based on consolidated growth compared to pre-established targets and individual performance reviews.

(5)

Elizabeth V. Hopper retired on October 1, 2005.

(6)

Amount does not include bonus for fiscal 2005, which will be determined and paid in December 2005. This bonus is determined based on consolidated growth compared to pre-established targets and an individual performance review.

(7)

Donald R. Monack resigned on March 31, 2005.

(8)

Amount represents a bonus paid at the time of Mr. Monack's departure.

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Option Grants During Fiscal 2005

        The following table sets forth the number of options granted to the named executive officers under the National MENTOR Holdings, Inc. Stock Option Plan during fiscal 2005.

							Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(1)
		Percentage of Total Options Granted to Employees in Fiscal Year
	Number of Securities Underlying Options Granted
Name				Exercise Price		Expiration Date
							5%	10%
Gregory Torres	—	—		$	—	—	—	—
Edward M. Murphy	—	—			—	—	—	—
Elizabeth V. Hopper(2)	—	—			—	—	—	—
John W. Gillespie	—	—			—	—	—	—
Juliette E. Fay	7,500	3.9	%		11.00	12/2/14	51,893	131,505
David M. Petersen	10,000	5.2	%		11.00	12/2/14	69,190	175,340
Donald R. Monack(3)	—	—			—	—	—	—

(1)

Potential realizable value represents the difference between the market value of our common stock for which the option may be exercised, assuming that the market value of our common stock on the date of the grant appreciates in value to the end of the ten year option term at annualized rates of 5% and 10%, respectively, and the exercise price of the option. The rates of appreciation used in this table are prescribed by regulation of the SEC and are not intended to forecast future appreciation of the market value of the common stock.

(2)

Elizabeth V. Hopper retired on October 1, 2005.

(3)

Donald R. Monack resigned on March 31, 2005.

Aggregated Option Exercises During Fiscal 2005

Name	Shares Acquired on Excercise	Value Realized	Number of Securities underlying Unexercised options at fiscal year-end Excercisable/Unexcercisable	Value of Unexcercised In-the-Money Options at fiscal year-end Excercisable/Unexcercisable(1)
Gregory Torres	—	—	—	$	—
Edward M. Murphy	—	—	50,000/150,000		450,000
Elizabeth V. Hopper(2)	—	—	2,500/7,500		22,500
John W. Gillespie	—	—	2,500/7,500		22,500
Juliette E. Fay	—	—	9,750/18,750		120,750
David M. Petersen	—	—	3,750/21,250		33,750
Donald R. Monack(3)	—	—	—		—

(1)

Value of in-the-money options represents the difference between the exercise price of any outstanding in-the-money options and the most recent fair market value of such options approved by the Board of Directors, which was $16.00.

(2)

Elizabeth V. Hopper retired on October 1, 2005.

(3)

Donald R. Monack resigned on March 31, 2005.

Employment Agreements

Gregory Torres

        On September 7, 2004, Gregory Torres entered into an amended and restated employment agreement with us. Pursuant to the employment agreement, Mr. Torres served as our Chief Executive

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Officer and Chairman of our board of directors from September 8, 2004 until December 31, 2004, and Mr. Torres serves as Chairman of our board of directors since January 1, 2005. Mr. Torres received a base salary at a rate of $240,000 per year from January 1, 2005 until September 30, 2005. For periods on and after October 1, 2005, Mr. Torres will receive a base salary at a rate of $100,000 per year or such higher amount as the compensation committee of our board of directors may determine. The employment agreement contains provisions pursuant to which Mr. Torres has agreed not to disclose our confidential information or solicit our employees or contractors for a period of 18 months after his employment with us has been terminated, or compete with us for a period of one year after his employment with us has been terminated.

Edward M. Murphy

        On September 7, 2004, Edward M. Murphy entered into an employment agreement with us. Pursuant to the employment agreement, Mr. Murphy serves as President and Chief Executive Officer since January 1, 2005. The initial term is three years from the date of the employment agreement, and after the initial term has expired, the employment agreement will renew automatically each year for a one year term, unless terminated earlier by the parties. The employment agreement provides for a base salary of $290,000 per year, subject to review and adjustment from time to time. In addition to base salary, Mr. Murphy is entitled to participate in all benefit plans of National MENTOR, Inc. to the extent they are made available to other senior executives at Mr. Murphy's level. The terms of the employment agreement include that, if Mr. Murphy's employment is terminated by us without cause, or by Mr. Murphy under certain conditions, such as a material breach of the employment agreement by us, Mr. Murphy will be entitled to receive his base salary for a period of time equal to the greater of (i) the remaining term of the employment agreement and (ii) two years. The employment agreement contains provisions pursuant to which Mr. Murphy has agreed not to disclose our confidential information or solicit our employees or contractors for a period of 18 months after his employment with us has been terminated, or compete with us for a period of one year after his employment with us has been terminated.

John W. Gillespie

        On August 20, 2001, John W. Gillespie entered into an employment agreement with us. Pursuant to the employment agreement, Mr. Gillespie serves as Executive Vice President and Chief Financial Officer. The initial term was two years from the date of the employment agreement, and the employment agreement renews automatically each year for a one year term, unless terminated earlier by the parties. The terms of the employment agreement include that, if we choose not to renew the agreement, Mr. Gillespie will continue to be paid for one year commencing on the anniversary date. The employment agreement provides for a base salary of $230,000 per year, subject to review and adjustment from time to time. In addition to base salary, Mr. Gillespie is entitled to participate in all benefit plans of National MENTOR, Inc. to the extent they are made available to other senior executives at Mr. Gillespie's level. Further, Mr. Gillespie is eligible to participate in any annual incentive plan and stock option plan applicable to Mr. Gillespie by its terms. If Mr. Gillespie's employment is terminated by us without cause, or by Mr. Gillespie for certain reasons, including failure by us to comply with the terms of the agreement, Mr. Gillespie will be entitled to compensation for a period of time equal to the greater of (i) the remaining term of the employment agreement and (ii) two years. The employment agreement contains provisions pursuant to which Mr. Gillespie has agreed not to disclose our confidential information or solicit our employees or contractors for a period of 18 months after his employment with us has been terminated, or compete with us for a period of one year after his employment with us has been terminated.

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Donald R. Monack

        On September 29, 1999, Donald R. Monack entered into an employment agreement with us. The agreement was amended on March 9, 2001. Pursuant to the employment agreement, Mr. Monack served as Executive Vice President and Chief Development Officer. The initial term was two years from October 1, 1999, and renewed automatically each year for a one year term, unless terminated earlier by the parties. Mr. Monack resigned on March 31, 2005. Mr. Monack will be entitled to compensation for two years from the date of his resignation. The employment agreement contains provisions pursuant to which Mr. Monack has agreed not to disclose our confidential information or solicit our employees or contractors for a period of 18 months after his employment with us has terminated, or compete with us for a period of one year after his employment with us has terminated.

Elizabeth V. Hopper

        On September 29, 1999, Elizabeth V. Hopper entered into an employment agreement with us. The agreement was amended on March 9, 2001. Pursuant to the employment agreement, Ms. Hopper served as Executive Vice President and Chief Operating Officer. The initial term was two years from October 1, 1999, and the agreement renewed automatically each year for a one year term, unless terminated earlier by the parties. Ms. Hopper retired on October 1, 2005. Ms. Hopper will be entitled to compensation for two years from the date of her resignation. The employment agreement contains provisions pursuant to which Ms. Hopper has agreed not to disclose our confidential information or solicit our employees or contractors for a period of 18 months after her employment with us has terminated, or compete with us for a period of one year after her employment with us has terminated.

Stock Option Plan

        In November 2001, our Board of Directors approved a stock option plan, which provides for the grant to our directors, officers and key employees of options to purchase shares of our common stock. A committee designated by our board of directors administers the stock option plan. The committee has broad powers under the stock option plan, including exclusive authority (except as otherwise provided in the stock option plan) to determine:

(1)

who will receive awards;



(2)

the type, size and terms of awards; and



(3)

vesting criteria, if any, of the awards.

Options awarded under the stock option plan are exercisable into shares of our common stock. The total number of shares of common stock as to which options may be granted may not exceed 1,292,952 shares of common stock.

        If we undergo a reorganization, recapitalization, stock dividend or stock split or other change in shares of our common stock, the committee may make adjustments to the stock option plan and outstanding options in order to prevent dilution of or enlargement of rights under outstanding options. In the event of a sale of our company, the committee may cause options awarded under the stock option plan to become immediately exercisable.

National MENTOR Inc. Executive Deferred Compensation Plan

        The National MENTOR, Inc. Executive Deferred Compensation Plan became effective March 9, 2001. The plan is an unfunded, nonqualified deferred compensation arrangement to provide deferred compensation to Senior Vice Presidents and above. Under this plan executives receive an allocation to their account based on a percentage of base compensation. This allocation is made at the end of the year for service rendered during the year. All balances accrue interest at a rate approved by the Board,

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currently six percent. In addition, the committee appointed by our board of directors to administer the plan may decide to make discretionary contributions to any participant's plan. The plan allows us to establish a grantor trust to accumulate assets to provide for the obligations under the plan. Any assets of the grantor trust would be subject to the claims of our general creditors. A participant's account balance is 100% vested and non-forfeitable and will be distributed to a participant following his or her retirement or termination from the company, at the committee's direction under certain circumstances or at a time specified by the participant when he or she enrolls in the plan.

National MENTOR, Inc. Executive Deferral Plan

        The National MENTOR, Inc. Executive Deferral Plan became effective on October 1, 2003. The plan is available to highly compensated employees (as defined by Section 414(q) of the Internal Revenue Code). Participants are selected by the board of directors and must sign and submit a valid salary reduction agreement. Participants may contribute up to 100% of salary, bonus and/or commission earned during the plan year. This plan is coordinated with our 401(k) plan, so that we match contributions in such a way as to maximize the value to participants. Participant contributions and matching contributions vest 100% when deposited with the plan. Distributions are made upon a participant's termination of employment, disability, death or retirement at age 65. Participants can elect to have distributions made in a lump sum, over a five or ten-year period.

The MENTOR Network Executive Leadership Incentive Plan

        The National MENTOR Holdings, Inc. Executive Leadership Incentive Plan became effective on November 11, 2003. Our Chief Executive Officer, Executive Vice Presidents, Senior Vice Presidents and Division Presidents are eligible to receive incentive-based compensation under this plan. The purpose of the plan is to provide for compensation tied to individual performance and the achievement of organizational goals. The plan is administered by our compensation committee, which determines, among other things, the funding for the plan, which is based on a combination of revenue and EBITDA growth or other criteria. In the event of a sale of our company or a change in control, the current plan year will terminate, and all eligible employees will receive a pro-rated portion of their earned incentive. Employees who terminate their employment voluntarily, other than for retirement, or who are terminated for cause will not receive any incentive payment for the year in which their employment terminates.

Compensation of Directors

        We reimburse directors for any out-of-pocket expenses incurred by them in connection with services provided in such capacity. Two of our directors, Eugene Sunshine and Patricia Woodworth, are compensated for services they provide in their capacities as directors. Their compensation includes an annual stipend of $5,000 as well as $5,000 for each quarterly board meeting attended.

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SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

        The issuer is a wholly-owned subsidiary of Holdings. The following table sets forth information with respect to the beneficial ownership of the capital stock of Holdings by:

•

each person or entity known to us to beneficially hold five percent or more of the common stock of Holdings;



•

each of our directors;



•

each of our named executive officers; and



•

all of our executive officers and directors as a group.

        Beneficial ownership has been determined in accordance with the applicable rules and regulations promulgated under the Exchange Act.

Name of Beneficial Owner	Common Stock	Percent of Class
Madison Dearborn Co-investors(1)	9,116,835.926	89.4	%
Gregory Torres	198,863.420	1.9	%
Edward M. Murphy(2)	71,249.000	*
Elizabeth V. Hopper(3)	137,243.810	1.3	%
John W. Gillespie(4)	139,001.620	1.4	%
Juliette E. Fay(5)	43,170.310	*
David M. Petersen(6)	18,982.140	*
Donald R. Monack(7)	—	—
Timothy P. Sullivan(8)	9,116,835.926	89.4	%
Nicholas W. Alexos(8)	9,116,835.926	89.4	%
Eugene S. Sunshine	—	—
Patricia Woodworth	—	—
All directors and executive officers (15 persons)	9,790,423.042	95.2	%

*

Less than 1.0%.

(1)

Includes 8,909,902.152 shares held directly by Madison Dearborn Capital Partners III, L.P. ("MDCP"), 200,635.394 shares held directly by Madison Dearborn Special Equity III, L.P. ("MDSE") and 6,298.380 shares held directly by Special Advisors Fund I, LLC ("SAF"). The shares held by MDCP, MDSE and SAF may be deemed to be beneficially owned by Madison Dearborn Partners III, L.P. ("MDP III"), the general partner of MDCP and MDSE and the manager of SAF, by Madison Dearborn Partners, LLC, the general partner of MDP III, and by a committee of limited partners of MDP III. The address for the Madison Dearborn entities is Three First National Plaza, Suite 3800, Chicago, IL 60602.

(2)

Includes 50,000 options that are currently exercisable or exercisable within 60 days of September 30, 2005.

(3)

Includes 5,000 options that are currently exercisable or exercisable within 60 days of September 30, 2005. Elizabeth V. Hopper retired on October 1, 2005.

(4)

Includes 5,000 options that are currently exercisable or exercisable within 60 days of September 30, 2005.

(5)

Includes 15,000 options that are currently exercisable or exercisable within 60 days of September 30, 2005.

(6)

Includes 7,500 options that are currently exercisable or exercisable within 60 days of September 30, 2005.

(7)

Donald R. Monack resigned on March 31, 2005.

(8)

All of such shares are held by affiliates of Madison Dearborn as reported in Footnote 1 above. Messrs. Alexos and Sullivan are Managing Directors of Madison Dearborn, and therefore may be deemed to share voting and investment power over the shares owned by these entities, and therefore to beneficially own such shares. Both Messrs. Alexos and Sullivan disclaim beneficial ownership of all such shares. The address for Messrs. Alexos and Sullivan is c/o Madison Dearborn Partners, LLC, Three First National Plaza, Suite 3800, Chicago, IL 60602.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Payments to Holders of Preferred Stock

        In connection with the Refinancing, we used approximately $121.8 million to redeem all of the outstanding 14% Redeemable Class A Preferred Stock of Holdings, or the "preferred stock," which had an aggregate liquidation value of approximately $86.6 million and accrued dividends of approximately $35.2 million. The preferred stock was initially sold to the holders thereof at a price of $1,000 per share. The following table sets forth payments made to certain of our executive officers and holders of five percent or more of Holdings' common stock.

Name	Payment Aggregate
Madison Dearborn Co-Investors(1)	$	112,346,041
National MENTOR, Inc.(2)		3,352,161
John W. Gillespie		760,040
Hugh R. Jones III		66,427

(1)

Consists of $109,796,040.65 paid to Madison Dearborn Capital Partners III, L.P., $2,472,405.23 paid to Madison Dearborn Special Equity III, L.P. and $77,595.35 paid to Special Advisors Fund I, LLC.

(2)

Approximately $3.4 million was paid in respect of preferred stock held in a rabbi trust for a deferred compensation plan in which certain of our executive officers participated. See "—Distributions on Deferred Compensation Plans."

Distributions on Deferred Compensation Plans

        In connection with the Refinancing, we paid certain deferred compensation obligations in the amount of approximately $4.4 million. Approximately $3.4 million was paid to a rabbi trust established to fund the National MENTOR, Inc. Equity Deferred Compensation Plan in exchange for the redemption of preferred stock held by the trust, and this amount was subsequently paid to the participants in that plan. In addition, we made cash payments of approximately $1.0 million in connection with the National Mentor Services, LLC 2003 Deferred Compensation Plan. After making these payments, the plans were terminated. The following table sets forth the gross distributions (before tax withholdings) made to certain of our executive officers in connection with the payment of the deferred compensation obligations pursuant to these plans.

Name	National MENTOR, Inc. Equity Deferred Compensation Plan		National Mentor Services, LLC 2003 Deferred Compensation Plan
Gregory Torres	$	1,246,803	$	118,803
Elizabeth V. Hopper		808,484		81,739
Donald R. Monack		808,484		108,473
Juliette E. Fay		124,306		46,443
John W. Gillespie		—		108,473
John J. Green		—		75,231
Robert A. Longo		57,186		32,242
Bruce F. Nardella		57,186		27,866
David M. Petersen		—		122,758

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MDP Subordinated Notes

        In connection with the Refinancing, we repaid the $15.5 million aggregate principal amount of subordinated notes issued by Holdings to Madison Dearborn and certain other investors in 2001, or the "MDP subordinated notes," and $8.3 million of accrued interest on the MDP subordinated notes. In connection with the repayment of the MDP subordinated notes, the Madison Dearborn Co-Investors received an aggregate of $22,923,108.46, which consisted of $22,377,901.36 paid to Madison Dearborn Capital Partners III, L.P., $511,745.90 paid to Madison Dearborn Special Equity III, L.P. and $33,461.20 paid to Special Advisors I, L.P. Each of the repayments consisted of original principal amount plus accrued and unpaid interest.

Loan to John W. Gillespie

        On August 20, 2001, Holdings entered into a management stock purchase agreement with John W. Gillespie, our Executive Vice President and Chief Financial Officer. Under the terms of the agreement, Mr. Gillespie purchased 116,577.52 shares of Holdings common stock for a purchase price of $1.00 per share and 488.422 shares of Holdings preferred stock for a purchase price of $1,000 per share. Mr. Gillespie borrowed $488,422.48 of the $605,000.00 purchase price from us pursuant to a promissory note in principal amount of $488,422.48. The note bore an annual interest rate of 8%. In connection with the Refinancing, Mr. Gillespie used $625,403.85 of the payment made to him in respect of his preferred stock to prepay the entire outstanding principal amount and accrued interest on the note.

Loan to Hugh R. Jones III

        In December 2002, Holdings entered into a management stock purchase agreement with Hugh R. Jones III, our Senior Vice President and Chief Administrative Officer. Under the terms of the agreement, Mr. Jones purchased 12,210.496 shares of common stock for a purchase price of $4.00 per share and 51.158 shares of preferred stock for a purchase price of $1,000.00 per share. Mr. Jones borrowed the full $100,000.00 purchase price from us pursuant to a promissory note in principal amount of $100,000.00. The note bears an annual interest rate of 8%. The note matures five years from the date of execution, and Mr. Jones may extend the scheduled maturity date until December 31, 2010 upon 60 days written notice to us. Mr. Jones is required to prepay a portion of the note equal to the amount of all cash proceeds he receives in connection with his ownership, disposition, transfer or sale of the stock. On November 4, 2004, in connection with the Refinancing, Mr. Jones repaid $56,427.04 of principal and accrued interest. On October 14, 2005, Mr. Jones repaid the remaining principal balance and accrued interest of $63,751.04 using a bonus he received from us on that date.

Management Services Agreement

        In March 2001, we entered into a management services agreement with Madison Dearborn under which Madison Dearborn performs certain management, financing and strategic functions as directed by our Board of Directors for an annual fee of $250,000 plus out-of-pocket expenses. During the years ended September 30, 2004, 2003 and 2002, we incurred $256,741, $257,938 and $254,498, respectively, of management fees and expenses under that agreement. The management services agreement will automatically terminate if neither MDCP nor any of its affiliates holds, directly or indirectly, any equity securities, or upon the consummation of an initial public offering of common stock of Holdings.

        In addition, Madison Dearborn performed services related to the REM acquisition, including acquisition consulting and consulting related to the debt financing. Acquisition consulting services included due diligence and structuring of the terms of the purchase agreement. Debt financing consulting services included assistance with securing debt ratings and negotiation of the debt agreement and pricing. Fees for these services were approximately $2,000,000, of which $1,430,000 was allocated to

77

goodwill and $570,000 to deferred financing costs. This allocation was based on average allocations for deal advisory fees and equity placement fees per industry standards.

Registration Agreement

        In connection with the acquisition of the Issuer by Holdings and the initial equity investment by MDCP, on March 9, 2001, we entered into a registration agreement with MDCP, certain of its affiliates, certain other investors and certain members of our management team.

        Demand Registrations.    Under the registration agreement, the holders of at least a majority of the registrable securities will have the right at any time, subject to certain conditions, to require us to register any or all of our securities under the Securities Act on Form S-1 or, if available, on Form S-2 or Form S-3 at our expense. We refer to these types of registrations as "demand registrations." We are not required, however, to effect any registration within 180 days of the effective date of a previous demand registration or a previous registration in which holders of the registrable securities were given piggyback rights and were able to sell at least 90% of the registrable securities requested to be included in such registration. In addition, we may postpone for up to 180 days the filing or the effectiveness of a registration statement for a demand registration, no more than once in any twelve month period, if our board of directors believes that the demand registration would reasonably be expected to have an adverse effect on any proposal or plan by us or any of our subsidiaries to engage in any material acquisition of assets (other than in the ordinary course of business) or any material stock purchase, merger, consolidation, tender offer, reorganization or similar transaction.

        Piggyback Registrations.    All holders of registrable securities will be entitled to request the inclusion of their securities in any registration statement at our expense whenever we propose to register any offering of our equity securities (other than pursuant to a demand registration or a registration on Form S-4 or S-8).

        Holdback Agreement.    Each holder of registrable securities has agreed not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of our equity securities, or any securities convertible into or exchangeable or exercisable for our equity securities, or enter into any swap, hedge or other arrangement with respect to our equity securities, publicly disclose the intention to make any such offer, sale, pledge or disposition, or publicly disclose the intention to enter into any such transaction, swap, hedge or other arrangement, during the seven days prior to and the 90-day (in the case of our initial public offering, the 180-day) period beginning on the effective date of any underwritten public offering of our equity securities (including demand registrations and piggyback registrations).

        In connection with all registrations pursuant to the registration agreement, we have agreed to indemnify the holders of registrable securities against certain liabilities relating to the registration, including liabilities under the Securities Act.

Amended and Restated Stockholders Agreement

        In connection with the acquisition of the Issuer by Holdings and the initial equity investment by MDCP on March 9, 2001, we entered into a stockholders agreement with MDCP, certain of its affiliates, certain other investors and certain members of our management team, or the "management investors." The stockholders agreement was amended and restated on May 1, 2003 in connection with the REM acquisition.

        Board of directors.    The stockholders will vote any shares over which they have control and will take all necessary and desirable actions to cause such number of representatives as are designated by MDCP to be elected to our board of directors and to cause our chief executive officer to serve as the management director on our board of directors. The management director may designate, from time to

78

time, up to three individuals then serving as officers of our company as "board observers," who shall be permitted to attend all meetings of our board.

        Restrictions on transfer.    Subject to certain exceptions, the management investors may not sell, transfer, assign, pledge or otherwise dispose of any of their shares, other than permitted transfers. Permitted transfers include transfers to family members in the case of natural persons, transfers to affiliates, transfers pursuant to certain pledge agreements and transfers by MDCP of up to 10% of its shares to employees, consultants and advisors of MDCP or us. Any such family members, affiliates and other transferees will agree in writing to be bound by the provisions of the stockholders agreement and the registration agreement. Our stockholders have certain pro-rata participation rights in connection with certain transfers of our common stock by stockholders owning at least 10% of our common stock. We have certain rights of first refusal in connection with certain sales of our common stock by stockholders owning less than 10% of our common stock. The other stockholders have certain rights that allow them to purchase shares offered for sale by such stockholders if we elect not to exercise our rights of first refusal. The transfer restrictions will terminate as to each stockholder upon the transfer of the stockholder's shares in a public sale, or the consummation of a sale of our company or an underwritten public offering of common stock of Holdings.

        Sale of Holdings.    If our board of directors recommends or approves, and the holders of a majority of shares of our common stock approve, a sale of Holdings, each stockholder agrees to vote for, consent to and raise no objections against the approved sale, and to take all necessary and desirable actions as reasonably requested by the majority holders and by us.

        Reorganization prior to public offering.    If our board of directors recommends or approves, and the holders of a majority of shares of our common stock approve, a reorganization of our company in connection with a proposed initial public offering, each stockholder agrees to vote for, consent to and raise no objections against the approved reorganization, and to take all necessary and desirable actions as reasonably requested by the majority holders and by us.

        Limited Preemptive rights.    If we authorize the issuance or sale to MDCP of any of our equity securities or any securities containing options or rights to acquire any of our equity securities, we will first offer to sell to each management investor, at the same price and on the same terms, a portion of such securities proposed to be sold in any such transaction. If we authorize the issuance of sale to MDCP of any shares of our common stock or any securities containing options or rights to acquire shares of our common stock at a price per share less than $7.00, or any of our equity securities or any securities containing options or rights to acquire our equity securities for less than the issuance value of such securities, we will first offer to sell to each non-management investor, at the same price and on the same terms, a portion of such securities proposed to be sold in any such transaction.

        The provisions of the amended and restated stockholders agreement do not apply to any securities sold in connection with the acquisition of REM, Inc. and its subsidiaries.

Alliance Health and Human Services, Inc.

        Prior to joining Mentor in September 2004, Edward Murphy, our President and Chief Executive Officer, was a member of the board of directors of Alliance Health and Human Services, Inc. and its President. Mr. Murphy had served in these capacities at Alliance since 1999 and was instrumental in establishing and developing Alliance's service contracts with Mentor to provide ARY services in states that prefer or choose not to enter into contracts with for-profit corporations. Upon joining Mentor, Mr. Murphy resigned from all of his positions with Alliance and no longer has any financial interest in Alliance. Approximately 5% of our revenues for fiscal 2004 and the nine months ended June 30, 2005 are derived from contracts with Alliance.

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DESCRIPTION OF SENIOR CREDIT FACILITIES

        In connection with the Refinancing, we entered into the senior credit facilities, which consist of an amendment and restatement of our then-existing senior credit facilities, with J.P. Morgan Securities Inc. and Banc of America Securities LLC as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank as administrative agent, Bank of America, N.A. as syndication agent and Dymas Capital Management Company, LLC, General Electric Capital Corporation and UBS Loan Finance LLC as co-documentation agents, and a syndicate of banks, financial institutions and other institutional lenders. On March 30, 2005, we entered into an amendment to the senior credit facilities pursuant to which the interest rate applicable to term borrowings was reduced and a prepayment premium for certain optional prepayments of term borrowings was added. Set forth below is a summary of the material terms of the senior credit facilities, as so amended.

        The senior credit facilities provide for aggregate borrowings by the issuer of up to $255.0 million. The senior credit facilities provide for:

•

a six-year $80.0 million revolving credit facility, and



•

a seven-year $175.0 million term loan facility.

        We used the borrowings under the senior credit facilities, together with the proceeds of the offering of the outstanding notes, to repay all amounts owing under our then-existing senior credit facilities, as well as the REM seller notes and the MDP notes, to redeem the preferred stock of Holdings, to fund an escrow account in order to provide a source of payment for net amounts that may be owing under the Magellan note (after deducting amounts to which we are entitled under our right of offset), to pay certain deferred compensation obligations and to pay fees and expenses incurred in connection with the Refinancing. The revolving credit facility is also used for general corporate purposes.

Collateral and Guarantees

        The loans and other obligations under the senior credit facilities is guaranteed by Holdings and by each of our existing and future direct and indirect domestic subsidiaries, other than our insurance subsidiaries and non-profit subsidiaries.

        Our obligations under the senior credit facilities and the guarantees is secured by all of our tangible and intangible assets (including intellectual property and owned real property and all of the capital stock of each of our direct and indirect domestic subsidiaries) and such shares of our first-tier foreign subsidiaries which can be pledged without adverse tax consequences.

Interest and Fees

        Our term borrowings under the senior credit facilities bear interest at a rate per annum which, at our option, can be either:

•

an ABR rate, defined as the higher of (i) the rate of interest publicly announced by JPMorgan Chase Bank as its prime rate in effect at its principal office in New York City and (ii) the federal funds effective from time to time plus 0.5, plus an applicable margin currently set at 1.50% and subject to reduction under a pricing grid based on leverage ratios; or



•

a Eurodollar rate, plus an applicable margin currently set at 2.50% and thereafter set under a pricing grid based on leverage ratios.

        The revolving borrowings bear interest at a rate equal to the ABR rate or Eurodollar rate described above plus a margin initially set at 2.25% for ABR borrowings and 3.25% for Eurodollar borrowings and thereafter set under a pricing grid based on leverage ratios.

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        During the continuance of any default under the senior credit agreement, the rate on all obligations owed may be increased by 2% per annum.

        We are also required to pay a commitment fee calculated at an initial rate of 0.50% per annum and thereafter set under a pricing grid based on leverage ratios, on the average daily unused portion of the revolving credit facility, payable quarterly in arrears and on the date of termination or expiration of the commitments.

Repayments; Prepayments

        The revolving credit facility will terminate, and all amounts outstanding thereunder will be due and payable, in 2010. The term loan facility is subject to quarterly amortization of principal, with the initial aggregate term loan payable in quarterly installments of 1% per year for the first six years and thereafter in substantially equal quarterly installments.

        Voluntary prepayments of principal outstanding under the senior credit facilities are permitted at any time in whole or in part, upon the giving of proper notice, without premium or penalty except that a one percent prepayment premium is payable in connection with any voluntary prepayments on term borrowings through March 30, 2006. In addition, we will be required to prepay amounts outstanding under the senior credit facilities in an amount equal to:

•

subject to certain exceptions, 50% of the net proceeds of any sale or issuance of equity and 100% of the net proceeds of the incurrence of certain indebtedness after the closing date by us or any of our subsidiaries;



•

subject to certain exceptions (including capacity for reinvestment of the net proceeds from dispositions of assets and from recovery events, each with certain limitations), 100% of the net proceeds of any non-ordinary course sale or other disposition (including as a result of casualty or condemnation) by us or any of our subsidiaries of any assets, subject to minimum amounts;



•

50% of excess cash flow for each fiscal year with step-downs based on leverage ratios; and



•

subject to certain limitations, 100% of net proceeds from certain sale leaseback transaction.

        These amounts will be applied to the prepayment of the senior credit facilities in the following manner: first, to the principal repayment installments of the term loan B facility, second, to pay unreimbursed draws under the letters of credit, third, to the repayment of swingline loans, fourth to the prepayment of revolving loans, and thereafter, if an event of default has occurred and is continuing to be held by the administrative agent as cash collateral pursuant to security documents to secure the obligations under letters of credit; provided, however, that proceeds of sale leaseback transactions involving property acquired after November 4, 2004 will be applied to pay down revolving loans.

Certain Covenants

        The senior credit facilities require us to meet a minimum interest coverage ratio, a maximum total leverage ratio and maximum capital expenditures. In addition, the senior credit facilities contain certain covenants which, among other things, include restrictions on: the incurrence of additional indebtedness and guarantee obligations; liens, mergers, consolidations, liquidations and dissolutions; sales of assets; dividends and other payments in respect of capital stock; investments; formation of foreign subsidiaries, loans and advances; payments and modifications of subordinated and other debt instruments and preferred stock instruments; transactions with affiliates; sale-leasebacks; swap agreements; changes in fiscal year; negative pledge clauses and clauses restricting subsidiary distributions; and changes in lines of business; insurance subsidiary investments; insurance subsidiaries; and other matters customarily restricted in such agreements.

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Events of Default

        The senior credit facilities contain customary events of default, including, without limitation: nonpayment of principal and letter of credit reimbursement obligations when due; nonpayment of interest, fees or other amounts after a three-business-day grace period; material inaccuracy of representations and warranties; violation of covenants; cross-default to material indebtedness; certain events of bankruptcy and insolvency; certain ERISA events; material judgments; actual or asserted invalidity of any guarantee or security document or security interest; a change of control; senior subordinated notes cease to be subordinated; commencement of a hearing on the renewal of any material license, consent authorization, permit or certificate by a governmental authority; commencement of a formal proceeding seeking termination, revocation or suspension of any license, consent, authorization permit or certificate by a governmental authority; and if an insurance subsidiary becomes subject to conservation, rehabilitation, liquidation order, directive or mandate issued by a governmental authority.

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DESCRIPTION OF NOTES

        The Notes were issued under an Indenture, dated as of November 4, 2004, among National MENTOR, Inc., the Guarantors and U.S. Bank National Association, as trustee ("Trustee") in a private transaction that was not subject to the registration requirements of the Securities Act. 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"). Any Notes that remain outstanding after completion of the exchange offer, together with the Exchange Notes (as defined in the Indenture) issued in the exchange offer, will be treated as a single class of securities under the Indenture.

        The following description is a summary of the material provisions of the Indenture. It does not restate the Indenture in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the Notes. See "—Additional Information."

        You can find the definitions of certain terms used in this description under the subheading "Certain Definitions." Certain defined terms used in this description but not defined below under "Certain Definitions" have the meanings assigned to them in the Indenture. In this description, the word "issuer" refers only to National MENTOR, Inc., and not to any of its subsidiaries. Unless otherwise required by the context, references in this description to the "Notes" includes the Notes issued to the initial purchasers in a private transaction that was not subject to the registration requirements of the Securities Act, and the Exchange Notes, which have been registered under the Securities Act.

Brief Description of the Notes and the Note Guarantees

The Notes

        The Notes:

•

are unsecured, senior subordinated obligations of the issuer;



•

are subordinated in right of payment to all existing and future Senior Debt of the issuer;



•

are pari passu in right of payment with any future senior subordinated Indebtedness of the issuer; and



•

will be guaranteed by the Guarantors.

        On June 30, 2005, the Notes were subordinated to approximately $178.1 million of borrowings under the issuer's senior credit facilities and the term loan mortgage.

The Note Guarantees

        The Notes will be guaranteed by National MENTOR Holdings, Inc. ("Holdings"), the direct parent company of the issuer, and all of the current and future Domestic Subsidiaries of the issuer, other than Excluded Subsidiaries. See "—Additional Note Guarantees." As of the date of the Indenture, all of the issuer's subsidiaries will be "Domestic Subsidiaries" and, other than a not-for-profit subsidiary, Guarantors of the Notes. In the future, the issuer may have additional subsidiaries that are not "Domestic Subsidiaries."

        Each Note Guarantee:

•

will be an unsecured, senior subordinated obligation of the Guarantor;



•

will be subordinated in right of payment to all existing and future Senior Debt of the Guarantor; and

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•

will be pari passu in right of payment with any future senior subordinated Indebtedness of the Guarantor.

        On June 30, 2005, the Note Guarantees were subordinated to approximately $181.1 million of Senior Debt of the Guarantors, $178.1 million of which would have consisted of guarantees of borrowings under the issuer's senior credit facilities and term loan mortgage. As indicated above and as discussed in detail below under the subheading "—Subordination," payments on the Notes and under the Note Guarantees will be subordinated to the prior payment in full in cash of all Senior Debt. The Indenture will permit the issuer and the Guarantors to incur additional Senior Debt.

        As of the date of the Indenture, all of the issuer's subsidiaries were "Restricted Subsidiaries." However, under the circumstances described below under the subheading "—Certain Covenants Designation of Restricted and Unrestricted Subsidiaries," the issuer will be permitted to designate certain of its subsidiaries as "Unrestricted Subsidiaries." The issuer's Unrestricted Subsidiaries will not be subject to any of the restrictive covenants in the Indenture. The issuer's Unrestricted Subsidiaries will not guarantee the Notes.

Principal, Maturity and Interest

        The Indenture provides for the issuance by the issuer of Notes with an unlimited principal amount, of which $150.0 million will be issued in this offering. The issuer may issue additional notes (the "Additional Notes") from time to time after this offering. Any offering of Additional Notes is subject to the covenant 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 would be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The issuer will issue Notes in denominations of $1,000 and integral multiples of $1,000. The Notes will mature on December 1, 2012.

        Interest on the Notes will accrue at the rate of 9⁵/8% per annum and will be payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2005. The issuer will make each interest payment to the Holders of record on the immediately preceding May 15 and November 15.

        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 issuer, the issuer will pay all principal, interest and premium and Liquidated Damages, if any, on that Holder's Notes in accordance with those instructions. All other payments on 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 issuer elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

Paying Agent and Registrar for the Notes

        The Trustee will initially act as Paying Agent and Registrar. The issuer may change the Paying Agent or Registrar without prior notice to the Holders, and the issuer 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

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documents and the issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The issuer is not required to transfer or exchange any Note selected for redemption.

        Also, the issuer 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 the owner of it for all purposes.

Note Guarantees

        The Guarantors will jointly and severally guarantee the issuer's obligations under the Notes. Each Note Guarantee will be subordinated to the prior payment in full of all Senior Debt of that Guarantor. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks Related to the Notes—Federal and state statutes allow courts, under specific circumstances, to void the notes or the guarantees and require noteholders to return payments received from the issuer or the guarantors."

        The Indenture will provide that a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the issuer or another Guarantor, 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 is a corporation, partnership or limited liability company, organized or existing under (i) the laws of the United States, any state thereof or the District of Columbia or (ii) the laws of the same jurisdiction as that Guarantor and, in each case, assumes all the obligations of that Guarantor under the Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or



(b)

such sale or other disposition or consolidation or merger complies with the covenant described below under the caption "—Repurchase at the Option of Holders—Asset Sale;"

        The Note Guarantee of a Guarantor will be released:

(1)

in connection with any sale of Capital Stock of such Guarantor to a Person that results in the Guarantor no longer being a Subsidiary of the issuer, if the sale of such Capital Stock of that Guarantor complies with the covenant described below under the caption "—Repurchase at the Option of Holders—Asset Sale;"



(2)

if the issuer properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or



(3)

in the event of a Covenant Defeasance or Legal Defeasance.

Subordination

        The payment of principal, interest and premium and Liquidated Damages, if any, on the Notes will be subordinated to the prior payment in full in cash of all Senior Debt of the issuer, including Senior Debt of the issuer incurred after the date of the Indenture.

        The holders of Senior Debt of the issuer will be entitled to receive payment in full in cash of all Obligations due in respect of Senior Debt of the issuer (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt of the issuer) before the

85

Holders of Notes will be entitled to receive any payment with respect to the Notes (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the trust described under "—Legal Defeasance and Covenant Defeasance"), in the event of any distribution to creditors of the issuer:

(1)

in a liquidation or dissolution of the issuer;



(2)

in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the issuer or its property;



(3)

in an assignment for the benefit of creditors; or



(4)

in any marshaling of the issuer's assets and liabilities.

        The issuer also may not make any payment in respect of the Notes (except in Permitted Junior Securities or from the trust described under "—Legal Defeasance and Covenant Defeasance") if:

(1)

a payment default on Designated Senior Debt of the issuer occurs and is continuing; or



(2)

any other default (a "nonpayment default") occurs and is continuing on any series of Designated Senior Debt of the issuer that permits holders of that series of Designated Senior Debt of the issuer to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from a representative of the holders of any Designated Senior Debt of the issuer.

        Payments on the Notes may and shall be resumed:

(1)

in the case of a payment default on Designated Senior Debt of the issuer, upon the date on which such default is cured or waived; and



(2)

in case of a nonpayment default on Designated Senior Debt of the issuer, the earlier of (x) the date on which such default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received or (z) the date the Trustee receives notice from the representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of such Designated Senior Debt of the issuer has been accelerated.

        No new Payment Blockage Notice may be delivered unless and until:

(1)

360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and



(2)

all scheduled payments of principal, interest and premium and Liquidated Damages, if any, on the Notes that have come due have been paid in full in cash.

        No nonpayment 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 has been cured or waived for a period of not less than 90 days.

        If the Trustee or any Holder of the Notes receives a payment in respect of the Notes (except in Permitted Junior Securities or from the trust described under "—Legal Defeasance and Covenant Defeasance") when:

(1)

the payment is prohibited by these subordination provisions; and



(2)

the Trustee or the Holder has actual knowledge that the payment is prohibited; provided that such actual knowledge shall not be required in the case of any payment default on Designated Senior Debt of the issuer;

the Trustee or the Holder, as the case may be, shall hold the payment in trust for the benefit of the holders of Senior Debt of the issuer. Upon the proper written request of the holders of Senior Debt of

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the issuer or if there is any payment default on any Designated Senior Debt, the Trustee or the Holder, as the case may be, shall deliver the amounts in trust to the holders of Senior Debt of the issuer or their proper representative.

        The issuer and the Trustee must promptly notify holders of the issuer's Senior Debt if payment of the Notes is accelerated because of an Event of Default.

        As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of the issuer, Holders of Notes may recover less ratably than creditors of the issuer who are holders of Senior Debt of the issuer.

        Payments under the Note Guarantee of each Guarantor will be subordinated to the prior payment in full of all Senior Debt of such Guarantor, including Senior Debt of such Guarantor incurred after the date of the Indenture, on the same basis as provided above with respect to the subordination of payments on the Notes by the issuer to the prior payment in full of Senior Debt of the issuer. See "Risk Factors—Risks Related to the Notes—Your right to receive payments on the notes and the guarantees is junior to all of our and the guarantors' senior debt, including our new credit facilities" and "—Since the notes are unsecured, your right to enforce remedies is limited by the rights of holders of secured debt."

        "Designated Senior Debt" means:

(1)

any Indebtedness outstanding under the Credit Agreement; and



(2)

after the Credit Agreement has been paid in full (or, prior to such time, with the consent of the lenders under the Credit Agreement), any other Senior Debt permitted under the Indenture the principal amount of which is $25.0 million or more and that has been designated by the issuer as "Designated Senior Debt."

        "Permitted Junior Securities" means:

(1)

Equity Interests in the issuer or any other business entity provided for by a plan of reorganization as a successor thereto; or



(2)

debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt at least to the same extent as, or to a greater extent than, the Notes and the Note Guarantees are subordinated to Senior Debt under the Indenture.

        "Senior Debt" means:

(1)

all Indebtedness of the issuer or any Guarantor outstanding under the Credit Agreement and all Hedging Obligations with respect thereto, whether outstanding on the date of the Indenture or incurred thereafter;



(2)

any other Indebtedness of the issuer or any Guarantor permitted to be incurred 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 or any Note Guarantee; and



(3)

all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law).

        Notwithstanding anything to the contrary in the preceding paragraph, Senior Debt will not include:

(1)

any Indebtedness that is, by its express terms, subordinated in right of payment to any other Indebtedness of the issuer or any Guarantor;

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(2)

any liability for federal, state, local or other taxes owed or owing by the issuer;



(3)

any Indebtedness of the issuer to any of its Subsidiaries or other Affiliates (except to the extent such Affiliate is a lender under the Credit Agreement);



(4)

any trade payables; or



(5)

the portion of any Indebtedness that is incurred in violation of the Indenture.

Optional Redemption

        At any time prior to December 1, 2007, the issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 109.625% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the issuer (or of the Parent to the extent such proceeds are contributed to the common equity of the issuer); provided that:

(1)

at least 65% of the aggregate principal amount of Notes initially issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the issuer and its Subsidiaries); and



(2)

the redemption must occur within 90 days of the date of the closing of such Equity Offering (or, in the case of any Equity Offering by the Parent, the contribution to the issuer).

        Except pursuant to the preceding paragraph, the Notes will not be redeemable at the issuer's option prior to December 1, 2008. On or after December 1, 2008, the issuer may redeem all or a part of the Notes 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 and Liquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of the years indicated below:

Year	Percentage
2008	104.813	%
2009	102.406	%
2010 and thereafter	100.000	%

        The issuer may acquire Notes by means other than a redemption, whether by tender offer, open market purchase, negotiated transaction or otherwise, in accordance with applicable securities laws, so long as that acquisition does not otherwise violate the terms of the Indenture.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, each Holder of Notes will have the right to require the issuer to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder's Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the issuer 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 and Liquidated Damages, if any, thereon, to the Change of Control Payment Date. Within 30 days following any Change of Control, the issuer will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The issuer will comply with the requirements of Rule 14e-1 under the

88

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. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

        On the Change of Control Payment Date, the issuer will, to the extent lawful:

(1)

accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer;



(2)

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 not withdrawn; and



(3)

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 issuer.

        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 purchasing any Notes pursuant to this "Change of Control" covenant, the issuer will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. The issuer 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 Credit Agreement will prohibit the issuer from purchasing any Notes and will also provide that certain change of control events with respect to the issuer would constitute a default under that agreement. Any future credit agreements or other agreements relating to Senior Debt to which the issuer becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the issuer is prohibited from purchasing Notes, the issuer 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 issuer does not obtain such a consent or repay such borrowings, the issuer will remain prohibited from purchasing Notes. In such case, the issuer'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 Debt. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the Holders of Notes.

        The provisions described above that require the issuer to make a Change of Control Offer following a Change of Control will be applicable regardless of whether 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 issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

        The issuer 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 issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or if a notice of redemption for all outstanding notes has been given pursuant to the Indenture under the caption "Optional Redemption." A Change of Control Offer may be made in

89

advance of a Change of Control, and conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased pursuant to a Change of Control Offer will be retired and cancelled.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of the issuer 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 issuer 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 issuer and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

        The issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

the issuer (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;



(2)

such fair market value is determined by the issuer'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



(3)

at least 75% of the consideration therefor received by the issuer or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets or a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash:



(a)

any liabilities (as shown on the issuer's or such Restricted Subsidiary's most recent balance sheet) of the issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets and, in the case of liabilities other than Non-Recourse Debt, where the issuer and all Restricted Subsidiaries are released from any further liability in connection therewith (including by operation of law);



(b)

any securities, notes or other obligations received by the issuer or any such Restricted Subsidiary from such transferee that are converted by the issuer or such Restricted Subsidiary into cash within 180 days thereafter (to the extent of the cash received in that conversion); and



(c)

any Designated Non-cash Consideration received by the issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received since the date of the Indenture pursuant to this clause (c) that is at that time outstanding, not to exceed $7.5 million (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

        For purposes of paragraph (3) above, any liabilities of the issuer or any Restricted Subsidiary that are not assumed by the transferee of such assets and in respect of which the issuer and all Restricted Subsidiaries are not released from any future liabilities in connection therewith shall not be considered consideration.

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        Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the issuer may apply such Net Proceeds at its option:

(1)

to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;



(2)

to repay any Indebtedness which was secured by the assets sold in such Asset Sale;



(3)

to purchase Replacement Assets or make a capital expenditure that is used or useful in a Permitted Business; or



(4)

some combination of the foregoing.

        Pending the final application of any such Net Proceeds, the issuer may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

        Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute "Excess Proceeds." Within 30 days after the aggregate amount of Excess Proceeds exceeds $20.0 million, the issuer will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such 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 of the Notes plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness to be purchased shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

        The issuer 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 each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indenture, the issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

        The Credit Agreement will prohibit the issuer from purchasing any Notes. Any future credit agreements or other agreements relating to Senior Debt to which the issuer becomes a party may contain similar restrictions and provisions. In the event an Asset Sale occurs at a time when the issuer is prohibited from purchasing Notes, the issuer 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 issuer does not obtain such a consent or repay such borrowings, the issuer will remain prohibited from purchasing Notes. In such case, the issuer'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 Debt. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the Holders of Notes.

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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:

(1)

if the Notes are listed, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or



(2)

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, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. 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.

Certain Covenants

Restricted Payments

        The issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(i)

declare or pay any dividend or make any other payment or distribution on account of the issuer's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the issuer's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such, other than dividends, payments or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the issuer or (b) to the issuer or a Restricted Subsidiary of the issuer;

(ii)

purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation) any Equity Interests of the issuer or the Parent;

(iii)

make any payment of principal or premium on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness that is subordinated to the Notes or the Note Guarantees, except a payment of principal at the Stated Maturity thereof; or

(iv)

make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"),

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; and



(2)

the issuer would, at the time of such Restricted Payment and 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

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covenant described below under the caption "—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 issuer and its Restricted Subsidiaries after the date of the Indenture (excluding Restricted Payments permitted by clauses (2), (3), (6), (7), (8), (12) and (15) of the next succeeding paragraph), is less than the sum, without duplication, of:



(a)

50% of the Consolidated Net Income of the issuer for the period (taken as one accounting period) from June 30, 2004 to the end of the issuer'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 amount received in cash plus the fair market value, as determined in good faith by the Board of Directors of the issuer, of property and marketable securities received by the issuer subsequent to the date of the Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock) of the issuer (other than Excluded Contributions) or net cash proceeds received by the issuer subsequent to the date of the Indenture from the issue or sale of Disqualified Stock or debt securities of the issuer that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the issuer); plus

(c)

an amount equal to the net reduction in Restricted Investments made by the issuer and its Restricted Subsidiaries subsequent to the date of the Indenture, resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances or other transfers of assets, in each case to the issuer or any such Restricted Subsidiary from any such Investment, or from the net cash proceeds from the sale of any such Investment, or from a redesignation of an Unrestricted Subsidiary to a Restricted Subsidiary, but only if and to the extent such amounts are not included in the calculation of Consolidated Net Income and not to exceed in the case of any Investment the amount of the Investment previously made by the issuer or any Restricted Subsidiary in such Person or Unrestricted Subsidiary; provided that any amounts in excess of the amount of the Investment previously made may be added to the amounts otherwise available under this clause (c) to make Restricted Investments pursuant to this clause (3) but not for other Restricted Payments.

        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 Indebtedness of the issuer or any Restricted Subsidiary subordinated to the Notes or any Note Guarantee or of any Equity Interests of the issuer or any Parent in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the issuer) of, Equity Interests of the issuer (or the Parent to the extent the net cash proceeds are contributed to the common equity of the issuer) other than Disqualified Stock; provided that the amount of any such net proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph;

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(3)

the repayment, defeasance, redemption, repurchase or other acquisition of any Indebtedness of the issuer or any Restricted Subsidiary subordinated to the Notes or any Note Guarantee with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;



(4)

the payment of any dividend by a Restricted Subsidiary of the issuer to the holders of its common Equity Interests on a pro rata basis;



(5)

the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the issuer and any distribution, loan or advance to the Parent for the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Parent, in each case held by any former or current employees, officers, directors or consultants of the issuer or any of its Restricted Subsidiaries or their respective estates, spouses, former spouses or family members under any management equity plan or stock option or other management or employee benefit plan or compensatory arrangement upon the death, disability or termination of employment of such Persons, in an amount not to exceed $3.0 million in any calendar year; provided that the issuer may carry over and make in subsequent calendar years, in addition to the amounts permitted for such calendar year, the amount of such purchases, redemptions or other acquisitions or retirements for value permitted to have been made but not made in any preceding calendar year up to a maximum of $10.0 million in any calendar year; and provided further that such amount in any calendar year may be increased by an amount not to exceed (i) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the issuer (or the Parent to the extent such net cash proceeds are contributed to the common equity of the issuer) to employees, officers, directors or consultants of the issuer and its Restricted Subsidiaries that occurs after the date of the Indenture (to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments) plus (ii) the cash proceeds of key man life insurance policies received by the issuer and its Restricted Subsidiaries after the date of the Indenture less any amounts previously applied to the payment of Restricted Payments pursuant to this clause (5); provided further that cancellation of Indebtedness owing to the issuer or the Parent from employees, officers, directors and consultants of the issuer or any of its Restricted Subsidiaries in connection with a repurchase of Equity Interests of the issuer from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of the Indenture; provided further that the net cash proceeds from such sales of Equity Interests described in clause (i) of this clause (5) shall be excluded from clause 3(b) of the preceding paragraph to the extent such proceeds have been or are applied to the payment of Restricted Payments pursuant to this clause (5);



(6)

(i) the payment of dividends or other distributions or the making of loans or advances to the Parent in amounts required for the Parent to pay franchise taxes and other fees required to maintain its existence and provide for all other operating costs of the Parent to the extent attributable to the ownership or operation of the issuer and its Restricted Subsidiaries, including, without limitation, in respect of director fees and expenses, administrative, legal and accounting services provided by third parties and other costs and expenses including all costs and expenses with respect to filings with the SEC, and (ii) fees and expenses incurred in connection with any acquisition permitted by the terms of the Indenture, up to an aggregate amount under this clause (6) of $2.0 million per fiscal year ($4.0 million following any underwritten public offering of Equity Interests of the issuer or the Parent) plus any indemnification or expense reimbursement claims made by directors or officers of the Parent attributable to the ownership or operation of the issuer and its Restricted Subsidiaries;



(7)

the payment of dividends or other distributions by the issuer to the Parent in amounts required to pay the tax obligations of the Parent attributable to the issuer and its Subsidiaries determined as if the issuer and its Subsidiaries had filed a separate consolidated, combined or

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unitary return for the relevant taxing jurisdiction; provided that any refunds received by the Parent attributable to the issuer or any of its Subsidiaries shall promptly be returned by the Parent to the issuer through a contribution to the common equity of, or the purchase of common stock (other than Disqualified Stock) of the issuer from, the issuer; and provided further that the amount of any such contribution or purchase shall be excluded from clause (3)(b) of the preceding paragraph;

(8)

repurchases of Capital Stock deemed to occur upon the cashless exercise of stock options and warrants;



(9)

other Restricted Payments not otherwise permitted pursuant to this covenant in an aggregate amount not to exceed $20.0 million;



(10)

the declaration and payment of dividends and distributions to holders of any class or series of Disqualified Stock of the issuer or any of its Restricted Subsidiaries or preferred stock of any such Restricted Subsidiaries, in each case issued or incurred in accordance with the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock;"



(11)

upon the occurrence of a Change of Control and within 60 days after completion of the offer to repurchase Notes pursuant to the covenant described above under the caption "—Repurchase at the Option of Holders—Change of Control" (including the purchase of all Notes tendered), any purchase or redemption of Indebtedness of the issuer subordinated to the Notes that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Change of Control, at a purchase price not greater than 101% of the outstanding principal amount thereof (plus accrued and unpaid interest);



(12)

the redemption, repurchase, defeasance or other acquisition or retirement for value of the Magellan Seller Notes, the REM Seller Notes, the MDP Subordinated Notes and the Parent Preferred Stock, including the payment of any accrued interest, dividends or premiums thereon and any related costs and expenses (including any payments or distributions made by the issuer to the Parent to finance any of the foregoing);



(13)

Investments that are made with Excluded Contributions;



(14)

after completion of an offer to repurchase Notes under the covenant described above under "—Repurchase at the Option of Holders—Asset Sales," the repurchase, redemption or other acquisition or retirement for value of Indebtedness of the issuer that is subordinated to the Notes with Excess Proceeds remaining after such offer to the extent such Excess Proceeds are permitted to be used for general corporate purposes under the covenant described above under "—Asset Sales;" and



(15)

the repurchase, redemption or other acquisition for value of Equity Interests of the issuer or the Parent representing fractional shares of such Equity Interests in connection with a merger, consolidation, amalgamation or other combination involving the issuer or the Parent; provided that the aggregate amount of such repurchase, redemption or other acquisition for value pursuant to this clause (15) does not exceed $1,000,000;

provided, however, that in the case of clauses (5), (9), (10) and (14) above, no Default or Event of Default has occurred and is continuing.

        For purposes of determining compliance with this covenant, in the event that a Restricted Payment meets the criteria of more than one of the exceptions described in (1) through (15) above or is entitled to be made pursuant to the first paragraph of this covenant, the issuer shall, in its sole discretion, classify the Restricted Payment in any manner that complies with the covenant. The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted

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Payment of the asset(s) or securities proposed to be transferred or issued to or by the issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant shall, if the fair market value thereof exceeds $15.0 million, be determined by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors' determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $10.0 million. Not later than the date of making any Restricted Payment, the issuer 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 issuer will not, and will not permit any of its Restricted 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 issuer will not issue any Disqualified Stock and the issuer will not permit any of its Restricted Subsidiaries to issue any Disqualified Stock or preferred stock; provided, however, that the issuer and the Guarantors may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, the Guarantors may issue preferred stock and any Foreign Restricted Subsidiary may incur Acquired Debt, if the Fixed Charge Coverage Ratio for the issuer'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 2.00 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 Disqualified Stock or preferred stock 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)

(a) the incurrence by the issuer or any Restricted Subsidiary of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the issuer and the Restricted Subsidiaries thereunder) not to exceed $255.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the issuer or any Restricted Subsidiary to permanently repay any Indebtedness under Credit Facilities (and, in the case of any revolving credit Indebtedness under a Credit Facility, to effect a corresponding commitment reduction thereunder) pursuant to the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales;"



(2)

the incurrence of the Existing Indebtedness;



(3)

the incurrence by the issuer and the Guarantors of Indebtedness represented by the Notes to be issued on the date of the Indenture and the related Note Guarantees and the Exchange Notes and the related Note Guarantees to be issued therefor pursuant to the Registration Rights Agreement;



(4)

the incurrence by the issuer 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 (real or personal), plant or equipment used in the business of the issuer or any of its Restricted Subsidiaries (whether through the direct acquisition of such assets or the acquisition of Equity Interests of any Person owning such

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assets) in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (x) $20.0 million and (y) 10% of Total Tangible Assets;

(5)

the incurrence by the issuer 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 Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clause (2), (3), (4), (5), (14) or (16) of this paragraph;



(6)

the incurrence by the issuer or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the issuer and any of its Restricted Subsidiaries; provided, however, that:



(a)

if the issuer 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 issuer, or the Note Guarantee, 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 issuer or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the issuer or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);



(7)

the incurrence by the issuer or any of its Restricted Subsidiaries of Hedging Obligations that are incurred in the ordinary course of business for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;



(8)

the guarantee by the issuer or any Restricted Subsidiary of Indebtedness of the issuer or a Restricted Subsidiary of the issuer that was permitted to be incurred by another provision of this covenant;



(9)

the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock or preferred stock in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of the issuer as accrued, accreted or amortized to the extent required by the definition thereof;



(10)

the incurrence by the issuer or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers' compensation claims or self-insurance obligations or bid, performance or surety bonds issued for the account of the issuer or any Restricted Subsidiary, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims, self-insurance or bid, performance or surety bonds (in each case other than for an obligation for borrowed money); provided, however, that, upon the drawing of such letters of credit or the incurrence of such

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Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(11)

the incurrence by the issuer or any of its Restricted Subsidiaries of Indebtedness arising from agreements of the issuer or such 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, assets or Capital Stock of the issuer or a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of that Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of those non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the issuer and/or that Restricted Subsidiary in connection with that disposition;



(12)

the issuance of Disqualified Stock or preferred stock by any of the issuer's Restricted Subsidiaries issued to the issuer or another Restricted Subsidiary; provided that (i) any subsequent issuance or transfer of any Equity Securities that results in such Disqualified Stock or preferred stock being held by a Person other than the issuer or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such shares of Disqualified Stock or preferred stock to a Person that is not either the issuer or a Restricted Subsidiary thereof shall be deemed, in each case, to constitute an issuance of such shares of Disqualified Stock or preferred stock that was not permitted by this clause (12);



(13)

the incurrence by the issuer or any of its Restricted Subsidiaries of obligations in respect of performance and surety bonds and completion guarantees provided by the issuer or such Restricted Subsidiary in the ordinary course of business;



(14)

the incurrence by the issuer or any Restricted Subsidiary of Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (14), not to exceed $15.0 million;



(15)

contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; and



(16)

the incurrence by the issuer of Indebtedness consisting of promissory notes issued to current or former officers, directors, employees or consultants (or their estates, spouses or former spouses) of the issuer or Parent or any Restricted Subsidiary of the issuer, issued to purchase or redeem Equity Interests of the issuer or Parent; provided that (x) the aggregate principal amount of such Indebtedness at any time outstanding does not exceed $5.0 million and (y) such Indebtedness is expressly subordinated in right of payment to the Notes and does not provide for the payment of principal or interest thereon or other payments with respect thereto until 91 days after the date on which the Notes mature.

        For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the issuer will be permitted to classify such item of Indebtedness on the date of its incurrence, and from time to time may reclassify, in any manner that complies with this covenant at such time. Indebtedness under the Credit Agreement outstanding immediately following the Acquisition shall be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt.

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Limitation on Senior Subordinated Debt

        The issuer will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to any Senior Debt of the issuer and senior in right of payment to the Notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in right of payment to such Guarantor's Note Guarantee. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the issuer or any Guarantor, as applicable, solely by virtue of being unsecured or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Liens

        The issuer 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 Indebtedness (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured (or, in the case of subordinated Indebtedness, prior or senior thereto, with the same relative priority as the Notes shall have with respect to such subordinated Indebtedness) until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        The issuer 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 restriction on the ability of any Restricted Subsidiary to:

(1)

pay dividends or make any other distributions on its Capital Stock to the issuer or any of its Restricted Subsidiaries or pay any indebtedness owed to the issuer or any of its Restricted Subsidiaries;



(2)

make loans or advances to the issuer or any of its Restricted Subsidiaries; or



(3)

transfer any of its properties or assets to the issuer or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)

Existing Indebtedness and the Credit Agreement as in effect on the date of the Indenture 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, with respect to such encumbrances than those contained in such Existing Indebtedness and the Credit Agreement, as in effect on the date of the Indenture;



(2)

the Indenture, the Notes and the Note Guarantees or by other Indebtedness of the issuer or of a Guarantor which is pari passu in right of payment with the Notes or Note Guarantees, as applicable, incurred under an indenture pursuant to the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock;" provided that the encumbrances and restrictions are no more restrictive, taken as a whole, than those contained in the Indenture;



(3)

applicable law or regulation;

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(4)

any agreements or instrument governing Indebtedness or Capital Stock of a Person acquired by the issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred or Capital Stock was issued 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;



(5)

customary non-assignment provisions in leases entered into in the ordinary course of business;



(6)

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 clause (3) of the preceding paragraph;



(7)

an agreement entered into for the sale or disposition of Capital Stock or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets (in either case, so long as such encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold);



(8)

Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;



(9)

Permitted Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien;



(10)

customary limitations on the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business;



(11)

with respect to clause (3) of the first paragraph of this covenant, restrictions under licensing, contractual or other arrangements with any federal, state, county or municipal government or any agency thereof entered into in the ordinary course of business which restrict the assignment or other transfer of the rights granted thereunder;



(12)

cash or other deposits or net worth requirements imposed by customers or agreements entered into in the ordinary course of business; and



(13)

Indebtedness of any Foreign Restricted Subsidiary incurred pursuant to clause (16) of the second paragraph of the covenant entitled "—Incurrence of Indebtedness and Issuance of Preferred Stock;" provided that the Board of Directors of the issuer determines in good faith at the time such dividend or other payment restrictions are created that they will not materially adversely affect the issuer's ability to fulfill its obligations under the Notes and the Indenture.

Merger, Consolidation or Sale of Assets

        The issuer will not, directly or indirectly, consolidate or merge with or into another Person (whether or not the issuer is the surviving corporation), and the issuer will not, and will not cause or permit any Restricted Subsidiary to, sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the issuer and its Restricted Subsidiaries, taken as a

100

whole, in one or more related transactions, to another Person (including by way of consolidation or merger), unless:

(1)

either: (a) the issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that, in the case such Person is a limited liability company or a partnership, a co-obligor of the Notes is a corporation;



(2)

the Person formed by or surviving any such consolidation or merger (if other than the issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the issuer under the Notes, the Indenture and the Registration Rights Agreement, in each case pursuant to agreements reasonably satisfactory to the Trustee;



(3)

immediately after such transaction and any related financing transactions, no Default or Event of Default exists; and



(4)

the issuer or the Person formed by or surviving any such consolidation or merger (if other than the issuer), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same 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 "—Incurrence of Indebtedness and Issuance of Preferred Stock," or if not, the Fixed Charge Coverage Ratio on such basis is higher than the Fixed Charge Coverage Ratio immediately prior to such transactions.

        In addition, neither the issuer nor any Restricted Subsidiary may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Clause (4) of this "Merger, Consolidation or Sale of Assets" covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the issuer and any of its Restricted Subsidiaries.

Transactions with Affiliates

        The issuer 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 on or after the date of the Indenture (each, an "Affiliate Transaction"), unless:

(1)

such Affiliate Transaction is on terms that are no less favorable to the issuer or the relevant Restricted Subsidiary than those that could have been obtained in a comparable arm's length transaction by the issuer or such Restricted Subsidiary with an unrelated Person; and



(2)

the issuer delivers to the Trustee:



(a)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved in good faith by a majority of the members of the Board of Directors (and, if there are disinterested directors, a majority thereof); and

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(b)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to the issuer or such Restricted Subsidiary 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)

any reasonable consulting or employment agreement or arrangement entered into by the issuer or any of its Restricted Subsidiaries approved in good faith by a majority of the members of the Board of Directors of the issuer (and, if there are disinterested directors, a majority thereof);



(2)

transactions between or among the issuer and/or its Restricted Subsidiaries;



(3)

payment of reasonable directors fees to directors of the issuer and the Parent or any Restricted Subsidiary of the issuer and the provision of customary indemnification to directors and officers of the issuer and the Parent or any Restricted Subsidiary of the issuer;



(4)

sales of Equity Interests (other than Disqualified Stock) to Affiliates of the issuer;



(5)

any tax sharing agreement or arrangement and payments pursuant thereto among the issuer and its Subsidiaries and any other Person with which the issuer or its Subsidiaries is required or permitted to file a consolidated, combined or unitary tax return or with which the issuer or any of its Restricted Subsidiaries is or could be part of a consolidated, combined or unitary group for tax purposes in amounts not otherwise prohibited by the Indenture; provided that any refunds received by any such other Person attributable to the issuer or any of its Subsidiaries shall promptly be returned by such other Person to the issuer through a contribution to the common equity of, or the purchase of common stock (other than Disqualified Stock) of the issuer from, the issuer;



(6)

Restricted Payments that are permitted by the provisions of the Indenture described above under the caption "—Restricted Payments" or any Permitted Investment;



(7)

loans to employees that are approved in good faith by a majority of the Board of Directors of the issuer in an amount not to exceed $2.5 million outstanding at any time and advances and expense reimbursements to employees in the ordinary course of business;



(8)

transactions with a Person engaged in a Permitted Business; provided that all the outstanding ownership interests of such Person are owned only by the issuer, its Restricted Subsidiaries and Persons who are not Affiliates of the issuer;



(9)

so long as there is no Default or Event of Default that has occurred and is continuing, the payment of customary annual fees and related expenses to the Principals; provided that such fees shall not, in the aggregate, exceed $2.0 million (plus out-of-pocket expenses) in any twelve- month period commencing after the date of the Indenture; and



(10)

so long as there is no Default or Event of Default that has occurred and is continuing, the payment of fees for customary management, consulting and advisory services and related expenses to the Principals made pursuant to financial advisory, consulting, financing, underwriting or placement agreements or otherwise in respect of other investment banking, financial advisory or consulting services, including, without limitation, in connection with acquisitions or divestitures, in each case, which payments (i) are reasonably related to the services performed, (ii) are approved in good faith by a majority of the members of the Board of Directors (and if there are directors not affiliated with the Equity Sponsor, a majority

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thereof), and (iii) the amount of such fees when taken together with all other fees paid in reliance on this clause (10) does not exceed $1.0 million in any twelve-month period.

Additional Note Guarantees

        If the issuer or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary on or after the date of the Indenture, then that newly acquired or created Domestic Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee within 20 Business Days of the date on which it was acquired or created.

Designation of Restricted and Unrestricted Subsidiaries

        The Board of Directors of the issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall there be any Unrestricted Subsidiaries on or immediately following the date of the Indenture. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the issuer and its Restricted Subsidiaries in the Subsidiary so designated (after giving effect to any sale of Equity Interests of such Subsidiary in connection with such designation) will be deemed to be a Restricted Investment made as of the time of such designation and will either reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption "—Restricted Payments" or reduce the amount available for future Investments under one or more clauses of the definition of "Permitted Investments." That designation will only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedthat such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Limitations on Issuances of Guarantees of Indebtedness

        The issuer will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the issuer or any other Restricted Subsidiary (other than a Guarantee or pledge by a Foreign Restricted Subsidiary securing the payment of Indebtedness of another Foreign Restricted Subsidiary) unless either (1) such Restricted Subsidiary is a Guarantor or (2) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt.

        Notwithstanding the preceding paragraph, any Note Guarantee may provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances described above under the caption "—Note Guarantees." The form of the Note Guarantee will be attached as an exhibit to the Indenture.

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Business Activities

        The issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses.

Payments for Consent

        The issuer will not, and will not permit any of its Restricted 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 issuer will furnish to the Trustee, and will furnish upon request to the Trustee on behalf of the Holders of Notes, in each case within five days after the time periods specified in the Commission's rules and regulations:

(1)

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 issuer 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 issuer's certified independent accountants; and



(2)

all current reports that would be required to be filed with the Commission on Form 8-K if the issuer were required to file such reports;

provided that the first such report shall be furnished upon the later of five business days after (i) the 45th day following the date of the Indenture and (ii) the time period specified in the Commission's rules and regulations.

        In addition, following the date by which the issuer is required to consummate the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the Commission, the issuer will file a copy of all of 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 issuer and the Guarantors have agreed that, for so long as any Notes (but not the Exchange Notes) remain outstanding, they 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.

        If the issuer 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 "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the issuer.

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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, or Liquidated Damages with respect to, 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 issuer or any of its Restricted Subsidiaries 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," or "—Certain Covenants—Merger, Consolidation or Sale of Assets;"



(4)

failure by the issuer or any of its Restricted Subsidiaries for 45 days after notice by the Trustee or by Holders of at least 25% in principal amount of the then outstanding Notes to comply with any of the other agreements in the Indenture;



(5)

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 money borrowed by the issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the issuer or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default:



(a)

is caused by a failure to make any payment when due at the final maturity of such Indebtedness (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 $12.5 million or more;

(6)

failure by the issuer or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgments have become final and non-appealable;



(7)

except as permitted by the Indenture, any Note Guarantee of a Guarantor 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, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; and



(8)

certain events of bankruptcy or insolvency with respect to the issuer or any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

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        In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the issuer specifying the respective Event of Default; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding, that acceleration shall not be effective until the earlier of (1) an acceleration of Indebtedness under the Credit Agreement; or (2) five business days after receipt by the issuer and the Agent under the Credit Agreement of written notice of the acceleration of the Notes.

        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 or Liquidated Damages) if it determines that withholding notice is in their interest.

        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 Liquidated Damages on, or the principal of, the Notes. In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (5) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5) shall be remedied or cured by the issuer or a Restricted Subsidiary of the issuer or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the notes that became due solely because of the acceleration of the Notes, have been cured or waived.

        The issuer 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 issuer 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 issuer or any Guarantor, as such, shall have any liability for any obligations of the issuer or the Guarantors under the Notes, the Indenture, the Note 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 issuer 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 Note Guarantees ("Legal Defeasance") except for:

(1)

the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to below;



(2)

the issuer'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;



(3)

the rights, powers, trusts, duties and immunities of the Trustee, and the issuer's and the Guarantor's obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the Indenture.

        In addition, the issuer may, at its option and at any time, elect to have the obligations of the issuer 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 nonpayment, bankruptcy, receivership, rehabilitation and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

the issuer 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, or interest and premium and Liquidated Damages, if any, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date;



(2)

in the case of Legal Defeasance, the issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, 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, 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;



(3)

in the case of Covenant Defeasance, the issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that 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;

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(4)

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);



(5)

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 to which the issuer or any of its Subsidiaries is a party or by which the issuer or any of its Subsidiaries is bound, including the Credit Agreement;



(6)

the issuer must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the issuer with the intent of preferring the Holders of Notes over the other creditors of the issuer with the intent of defeating, hindering, delaying or defrauding creditors of the issuer or others;



(7)

if the Notes are to be redeemed prior to their Stated Maturity, the issuer must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and



(8)

the issuer must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

        Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1)

reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;



(2)

reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes (other than payment provisions relating to the covenant described under the caption "—Repurchase at Option of Holders");



(3)

reduce the rate of or change the time for payment of interest on any Note;



(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, 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);



(5)

make any Note payable in money other than U.S. dollars;



(6)

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 interest or premium or Liquidated Damages, if any, on the Notes;

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(7)

release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or



(8)

make any change in the preceding amendment and waiver provisions.

        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 Notes then outstanding. Any amendment to, or waiver of, the provisions of the Indenture relating to subordination or legal or covenant defeasance that is adverse to the holders of Senior Debt will require the consent of the Agent under the Credit Agreement.

        Notwithstanding the preceding, without the consent of any Holder of Notes, the issuer, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes:

(1)

to cure any ambiguity, defect or inconsistency;



(2)

to provide for uncertificated Notes in addition to or in place of certificated Notes;



(3)

to provide for the assumption of the issuer's or any Guarantor's obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the issuer's or such Guarantor's assets;



(4)

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;



(5)

to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;



(6)

to provide for the issuance of Additional Notes in accordance with the Indenture;



(7)

to add Guarantors with respect to the Notes or to secure the Notes;



(8)

to comply with the rules of any applicable securities depositary;



(9)

to provide for a successor trustee in accordance with the terms of the Indenture or to otherwise comply with any requirement of the Indenture; or



(10)

to conform the text of the Indenture or the Notes to any provision of the Description of Notes.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when the issuer or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture and either:

(1)

all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the issuer) have been delivered to the Trustee for cancellation; or



(2)

(a) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year, including as a result of a redemption notice properly given pursuant to the Indenture, and the issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to

109

pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the issuer or any Guarantor is a party or by which the issuer or any Guarantor is bound; and (c) the issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

        In addition, the issuer must deliver an Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the Trustee becomes a creditor of the issuer or any Guarantor, the Indenture limits its 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 or 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 National MENTOR, Inc., 313 Congress Street, Boston, MA 02210, c/o Jeanette Melanson, Executive Administrator.

Book-Entry, Delivery and Form

        Except as set forth below, Notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

        The Exchange Notes initially will be represented by one or more Notes in registered, global form without interest coupons (the "Global Notes"). The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

        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 be exchanged for Notes as described below. See "—Exchange of Global Notes for Certificated Notes." Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

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Depository Procedures

        The following description of the operations and procedures of DTC, Euroclear and Clearstream are 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. The issuer takes no responsibility for these operations and procedures and urges investors to contact the system or its participants directly to discuss these matters.

        DTC has advised the issuer that DTC is a limited-purpose trust issuer 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 the issuer 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 thereof 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).

        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 (including Euroclear and Clearstream) which are Participants in such system. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. 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 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 Liquidated Damages, 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 issuer and the Trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently,

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neither the issuer, the Trustee nor any agent of the issuer 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 the issuer 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 issuer. Neither the issuer 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 issuer and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

        Subject to compliance with the transfer restrictions applicable to the Notes described herein, crossmarket transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        DTC has advised the issuer 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.

        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the issuer nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective

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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 definitive Notes in registered certificated form ("Certificated Notes") if:

(1)

DTC (a) notifies the issuer that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act, and in each case the issuer fails to appoint a successor depositary;



(2)

the issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or



(3)

there shall have occurred and be continuing a Default or Event of 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 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).

Exchange of Certificated Notes for Global Notes

        Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes.

Same Day Settlement and Payment

        The issuer will make payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, interest and Liquidated Damages, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. The issuer will make all payments of principal, interest and premium and Liquidated Damages, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders thereof 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 PORTAL market and to trade in 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 issuer expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the issuer that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

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Governing Law

        The Indenture and the Notes will be governed by, and construed in accordance with, the laws of the State of New York.

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.

        "Acquired Debt" means, with respect to any specified Person:

(1)

Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified 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 Subsidiary of, such specified Person; and



(2)

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; providedthat 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.

        "Asset Acquisition" means (a) an Investment by the issuer or any of its Restricted Subsidiaries in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary of the issuer, or shall be merged with or into the issuer or any Restricted Subsidiary of the issuer, or (b) the acquisition by the issuer or any Restricted Subsidiary of the issuer of all or substantially all of the assets of any other Person or any division or line of business of any other Person.

        "Asset Sale" means:

(1)

the sale, lease, conveyance or other disposition of any assets or rights; providedthat the sale, conveyance or other disposition of all or substantially all of the assets of the issuer 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 of the Asset Sale covenant; and



(2)

the issuance or sale of Equity Interests by any of the issuer's Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries (other than in each case, director qualifying shares or shares required by applicable law to be held by a Person other than the issuer or a Restricted Subsidiary).

        Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

(1)

any single transaction or series of related transactions that involves assets having a fair market value of less than $3.0 million;



(2)

a transfer of assets or cancellation of Indebtedness between or among the issuer and its Restricted Subsidiaries;

114

(3)

an issuance of Equity Interests by a Restricted Subsidiary to the issuer or to another Restricted Subsidiary;



(4)

the sale, lease, sub-lease, license, sub-license or consignment of equipment, inventory, intellectual property, products, services, accounts receivable or other assets in the ordinary course of business;



(5)

the sale or other disposition of cash or Cash Equivalents;



(6)

a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption "—Certain Covenants—Restricted Payments";



(7)

the licensing of intellectual property to third Persons on customary terms as determined by the Board of Directors in good faith;



(8)

any sale or disposition of any property or equipment that has become damaged, worn-out, obsolete, condemned, given over in lieu of deed or otherwise unsuitable or not required for the ordinary course of the business of the issuer and its Restricted Subsidiaries;



(9)

foreclosure of assets;



(10)

the creation or realization of any Lien permitted under the Indenture; and



(11)

the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business.

        "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have a corresponding meaning.

        "Board of Directors" means:

(1)

with respect to a corporation, the board of directors of the corporation or a committee thereof authorized to exercise the power of the board of directors of such corporation;



(2)

with respect to a partnership, the Board of Directors of the general partner of the partnership; and



(3)

with respect to any other Person, the board or committee of such Person serving a similar function.

        "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 that time be required to be capitalized on a balance sheet in accordance with GAAP.

        "Capital Stock" means:

(1)

in the case of a corporation, corporate stock;

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(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;



(3)

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and



(4)

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)

United States dollars;



(2)

securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than 360 days from the date of acquisition, unless such securities are deposited to defease any Indebtedness;



(3)

certificates of deposit, time deposits, and eurodollar time deposits with maturities of not more than 360 days from the date of acquisition, bankers' acceptances with maturities of not more than 360 days and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a rating of P-2 or better from Moody's Investor Service, Inc. or A-2 or better from Standard & Poor's Rating Services (or an equivalent rating from a nationally recognized rating agency);



(4)

repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;



(5)

commercial paper having a rating of P-2 or better from Moody's Investor Service, Inc. or A-2 or better from Standard & Poor's Rating Services (or an equivalent rating from a nationally recognized rating agency) and in each case maturing not more than 360 days after the date of acquisition;



(6)

money market funds at least substantially all of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition;



(7)

securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody's;



(8)

securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any of the lenders under the Credit Agreement or any commercial bank satisfying the requirements of clause (3) of this definition; and



(9)

money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of at least $5 billion.

        "Change of Control" means the occurrence of any of the following:

(1)

the direct or indirect sale, 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 properties or assets of the Parent and its Restricted Subsidiaries or the issuer and its Restricted Subsidiaries, in each case, taken as a whole, to any "person" (as that term is used

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in Section 13(d)(3) of the Exchange Act) other than the Principals or Related Parties of the Principals;

(2)

the adoption of a plan relating to the liquidation or dissolution of the issuer;



(3)

the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the voting power of the Voting Stock of the issuer or the Parent, as the case may be;



(4)

the first day on which a majority of the members of the Board of Directors of the Parent or the issuer are not Continuing Directors; or



(5)

the Parent or the issuer consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Parent or the issuer, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Parent, the issuer or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where (A) the Voting Stock of the Parent or the issuer 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) and (B) immediately after such transaction, no "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the voting power of the Voting Stock of the surviving or transferee person.

        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period and, without duplication, plus:

(1)

provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2)

Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(3)

depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense 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) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expense was deducted in computing such Consolidated Net Income; plus

(4)

any management fees paid to the Principals by the issuer in such period, to the extent that any such management fees were deducted in computing such Consolidated Net Income; provided that the maximum aggregate amount of such management fees in any 12-month period shall not exceed the greater of $2.0 million and an amount equal to 1.0% of the consolidated earnings before interest, taxes, depreciation and amortization of the issuer and its Subsidiaries for such period; minus

(5)

non-cash items increasing such Consolidated Net Income for such period, excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period;

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in each case, on a consolidated basis and determined in accordance with GAAP.

        Notwithstanding the preceding, the provision for taxes based on the income or profits of, the Fixed Charges of and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of the issuer shall be added to Consolidated Net Income to compute Consolidated Cash Flow of the issuer (A) in the same proportion that the Net Income of such Restricted Subsidiary was added to compute such Consolidated Net Income of the issuer and (B) only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed to the issuer by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1)

the Net Income 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 specified Person or a Restricted 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 Restricted Subsidiary or its stockholders (except, for purposes of calculating Consolidated Net Income for the covenant described under "Restricted Payments," in each case to the extent of the amount of dividends or distributions that have been paid to the issuer or to any Restricted Subsidiary not subject to any such restrictions);



(3)

the Net Income (or loss) of any Person acquired during the specified period for any period prior to the date of such acquisition shall be excluded;



(4)

the cumulative effect of a change in accounting principles shall be excluded;



(5)

notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary shall be excluded, whether or not distributed to the specified Person or one of its Subsidiaries;



(6)

any non-cash goodwill or other intangible asset impairment charges incurred subsequent to the date of the Indenture resulting from the application of SFAS 142 shall be excluded;



(7)

the net loss of any Person other than a Restricted Subsidiary shall be excluded;



(8)

non-cash compensation charges resulting from stock options, restricted stock grants or other equity-incentive programs, or resulting from the accretion or accrual of dividends on preferred stock held by the issuer's deferred compensation plan (to the extent not paid in cash by the issuer or any of its Restricted Subsidiaries), shall be excluded; and



(9)

any increase in cost of goods sold as a result of the step-up in inventory valuation arising from applying the purchase method of accounting in accordance with GAAP in connection with any acquisition consummated after the date of the Indenture, net of taxes, shall be excluded.

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        "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the issuer or the Parent, as the case may be, who:

(1)

was a member of such Board of Directors on the date of the Indenture; or



(2)

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.

        "Credit Agreement" means that certain Credit Agreement, to be dated as of the date of the Indenture, by and among the issuer, JPMorgan Chase Bank, as Administrative Agent, Bank of America, N.A., as Syndication Agent, and the other Lenders named therein providing for up to $175.0 million in term loan borrowings and $80.0 million of revolving credit borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced, restated, substituted or refinanced in whole or in part from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Subsidiaries of the issuer as additional borrowers or such Subsidiaries or other Persons as guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

        "Credit Facilities" means one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities or indentures, in each case with banks or other institutional lenders or a trustee providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or issuances of notes, in each case as amended, modified, renewed, refunded, replaced, restated, substituted or refinanced in whole or in part from time to time.

        "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 Non-cash Consideration" means the fair market value of non-cash consideration received by the issuer or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers' Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

        "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, in each case at the option of the holder thereof), 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; providedthat if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the issuer or any of its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the issuer or such Subsidiary in order to satisfy applicable statutory or regulatory obligations; and provided further that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments." The term "Disqualified Stock" shall also include any options,

119

warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is 91 days after the date on which the Notes mature.

        "Domestic Subsidiary" means any Restricted Subsidiary that was formed under the laws of the United States or any state thereof or the District of Columbia.

        "Earn-out Obligation" means any contingent consideration based on future operating performance of the acquired entity or assets or other purchase price adjustment or indemnification obligation, payable following the consummation of an acquisition based on criteria set forth in the documentation governing or relating to such acquisition.

        "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 (including in a private placement) of the Equity Interests (other than Disqualified Stock) of the issuer or the Parent, other than public offerings with respect to the Equity Interests registered on Form S-8.

        "Equity Sponsor" means Madison Dearborn Partners, LLC, a Delaware limited liability company.

        "Excluded Contribution" means the net cash proceeds or Cash Equivalents received by the issuer from:

(1)

contributions to its common equity capital; and



(2)

the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the issuer or any Subsidiary) of Equity Interests (other than Disqualified Stock) of the issuer,

in each case designated within 60 days of receipt of such net cash proceeds as Excluded Contributions pursuant to an Officers' Certificate, so long as the net cash proceeds therefrom are excluded from clause 3(b) of the covenant described under "Certain Covenants—Restricted Payments."

        "Excluded Subsidiaries" means the Insurance Subsidiaries and the Non-Profit Subsidiaries, as well as all Unrestricted Subsidiaries.

        "Existing Indebtedness" means Indebtedness outstanding on the date of the Indenture, other than under the Credit Agreement and the Indenture.

        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or 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 or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or preferred stock, and the use of the proceeds therefrom 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, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by the issuer or any Restricted Subsidiary of the issuer during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro

120

forma basis including Pro Forma Cost Savings assuming that all such acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change in any associated fixed charge obligations and the change in Consolidated Cash Flow resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary of the issuer or was merged with or into the issuer or any Restricted Subsidiary of the issuer since the beginning of such period) shall have made any acquisition, disposition, merger, consolidation or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such acquisition, disposition, merger, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period;

(2)

in calculating Fixed Charges attributable to interest on any Indebtedness computed on a pro forma basis, (a) interest on outstanding Indebtedness determined on a fluctuating basis as of the Calculation Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Calculation Date; (b) if interest on any Indebtedness actually incurred on the Calculation Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Calculation Date will be deemed to have been in effect during the four-quarter period; and (c) notwithstanding clause (a) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to interest rate swaps, caps or collars, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreement; and



(3)

for any applicable four-quarter reference period that includes any period of time prior to the date of the Indenture, pro forma effect shall be given to the Refinancing and the following adjustments: management fees, loss on disposal of business units and property and equipment, deferred compensation expense and integration expenses, all as calculated in good faith by a responsible financial or accounting officer of the issuer, as if they had occurred on the first day of such four-quarter reference period.

        "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)

the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs (excluding amortization of or write-off of debt issuance costs with respect to the Refinancing) and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus

(2)

the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)

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

(4)

the product of (a) all dividends and distributions, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any Disqualified Stock or

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preferred stock of any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the issuer (other than Disqualified Stock) or to the issuer or a Restricted Subsidiary of the issuer, 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 of the issuer incorporated in any jurisdiction outside the United States; provided that substantially all of such Restricted Subsidiary's assets are located outside the United States.

        "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 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 date of the Indenture.

        "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, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

        "Guarantors" means:

(1)

each direct or indirect Domestic Subsidiary of the issuer on the date of the Indenture, other than Excluded Subsidiaries; and



(2)

any other Subsidiary that executes a Note Guarantee in accordance with the provisions of the Indenture,

and their respective successors and assigns until released from their obligations under their Note Guarantees and the Indenture in accordance with the terms of the Indenture.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

(1)

interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging, swapping or otherwise managing interest rate risk;



(2)

commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging, swapping or otherwise managing commodity price risk; and



(3)

foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging, swapping or otherwise managing foreign currency exchange rate risk.

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        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, in respect of:

(1)

borrowed money;



(2)

evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);



(3)

banker's acceptances;



(4)

representing Capital Lease Obligations;



(5)

the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or



(6)

representing any Hedging Obligations,

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 the specified Person of any indebtedness of any other Person; provided that Indebtedness shall not include any Earn-out Obligation, except to the extent that the contingent consideration relating thereto is not paid within 10 Business Days after the contingency relating thereto is resolved.

        The amount of any Indebtedness outstanding as of any date shall be:

(1)

the accreted value thereof, in the case of any Indebtedness issued with original issue discount;



(2)

the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness; and



(3)

with respect to Indebtedness of another Person secured by a Lien on the assets of the issuer or any of its Restricted Subsidiaries, the lesser of the fair market value of the property secured or the amount of the secured Indebtedness.

        "Insurance Subsidiaries" means any Subsidiary of the issuer engaged solely in one or more of the general liability, professional liability, health and benefits and workers compensation and such other insurance businesses, for the underwriting of insurance policies for Holdings and its Subsidiaries and the respective employees, officers or directors thereof.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made consistent with past practices), purchases or other acquisitions 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 issuer or any Restricted Subsidiary of the issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the issuer, the issuer shall be deemed to have made a Restricted 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." The acquisition by the issuer or any Restricted Subsidiary of the issuer of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the issuer or such Restricted Subsidiary in such third Person in an amount equal to the fair market

123

value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments."

        "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.

        "Magellan Seller Notes" means the notes in an aggregate principal amount of $10.0 million issued by Parent to Magellan Health Services, Inc.

        "MDP Subordinated Notes" means the junior subordinated notes in an aggregate principal amount of $15.0 million issued by Parent to Madison Dearborn Partners, LLC, or its affiliates.

        "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1)

any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale (without reference to the $3.0 million limitation); or (b) the disposition of any other assets by such Person or any of its Restricted Subsidiaries (other than in the ordinary course of business) or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and



(2)

any extraordinary or nonrecurring gain (or loss), together with any related provision for taxes on such extraordinary or nonrecurring gain (or loss).

        "Net Proceeds" means the aggregate cash proceeds received by the issuer 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 costs relating to such Asset Sale or disposition of such non-cash consideration, 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, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness (other than revolving credit Indebtedness, unless there is a required reduction in commitments) secured by a Lien on the asset or assets that were the subject of such Asset Sale and any (1) reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP and (2) any reserve or payment with respect to any liabilities associated with such asset or assets and retained by the issuer after such sale or other disposition thereof, including, without limitation, severance costs, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

        "Non-Profit Entities" means each of REM New Jersey Properties, Inc., a New Jersey not-for-profit corporation, and any entity duly acquired or formed and organized by Holdings or any subsidiary of Holdings as a not-for-profit entity under applicable state law in furtherance of the business needs of Holdings and its subsidiaries.

        "Non-Recourse Debt" means Indebtedness:

(1)

as to which neither the issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute

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Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and

(2)

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 issuer 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.

        "Note Guarantee" means a Guarantee of the Notes pursuant to the Indenture.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages, costs, expenses and other liabilities payable under the documentation governing any Indebtedness.

        "Parent" means any direct or indirect parent company of the issuer.

        "Parent Preferred Stock" means the outstanding preferred stock of Parent outstanding on the date of the Indenture.

        "Permitted Business" means any business conducted or proposed to be conducted (as described in the final offering memorandum dated October 27, 2004) by the issuer and its Restricted Subsidiaries on the date of the Indenture and other businesses reasonably related or ancillary thereto.

        "Permitted Investments" means:

(1)

any Investment in the issuer or in a Restricted Subsidiary of the issuer;



(2)

any Investment in Cash Equivalents;



(3)

any Investment by the issuer or any Restricted Subsidiary of the issuer in a Person, if as a result of such Investment:



(a)

such Person becomes a Restricted Subsidiary of the issuer; 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 issuer or a Restricted Subsidiary of the issuer;



(4)

any Investment made as a result of the receipt of non-cash consideration from an Asset Sale or other sale of assets that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales;"



(5)

any Investment the payment for which consists of Equity Interests (other than Disqualified Stock) of the issuer; provided that the fair market value of such Investment shall be excluded from clause 3(b) of the first paragraph of the covenant described under the caption "—Certain Covenants—Restricted Payments;"



(6)

Hedging Obligations;



(7)

other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (7) since the date of the Indenture, not to exceed $10.0 million, plus, if an Investment pursuant to this clause (7) is made in any Person that is not a Restricted Subsidiary of the issuer at the date of the making of the Investment and such Person becomes a Restricted Subsidiary after such date, the lesser of (x) the amount of such Investment (valued at the date of the making of such Investment) made pursuant to this clause (7) by the issuer and its Restricted Subsidiaries in the Person so designated and (y) the aggregate fair market value of such Investment owned

125

by the issuer and its Restricted Subsidiaries in the Person so designated immediately prior to such designation, plus an amount equal to any other net reduction in Investments made pursuant to this clause (7), not to exceed in the case of any such Investment, the amount of the Investment previously made and only if and to the extent such amounts are not included in the calculation of Consolidated Net Income;

(8)

any Investment of the issuer or any of its Restricted Subsidiaries existing on the date of the Indenture;



(9)

loans to employees that are approved in good faith by a majority of the Board of Directors of the issuer in an amount not to exceed $2.5 million outstanding at any time;



(10)

any Investment acquired by the issuer or any of its Restricted Subsidiaries:



(a)

in exchange for any other Investment or accounts receivable held by the issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of a Person, or



(b)

as a result of a foreclosure by the issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;



(11)

Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;



(12)

advances to customers or suppliers in the ordinary course of business that are recorded in accordance with GAAP as accounts receivable or prepaid expenses or lease, utility and other similar deposits in the ordinary course of business; and



(13)

Investments in joint ventures engaged in a Permitted Business not in excess of $15.0 million in the aggregate outstanding at any one time, plus, if an Investment pursuant to this clause (13) is made in any Person that is not a Restricted Subsidiary of the issuer at the date of the making of the Investment and such Person becomes a Restricted Subsidiary after such date, the lesser of (x) the amount of such Investment (valued at the date of the making of such Investment) made pursuant to this clause (13) by the issuer and its Restricted Subsidiaries in the Person so designated and (y) the aggregate fair market value of such Investment owned by the issuer and its Restricted Subsidiaries in the Person so designated immediately prior to such designation, plus an amount equal to any other net reduction in Investments made pursuant to this clause (13), not to exceed in the case of any such Investment, the amount of the Investment previously made and only if and to the extent such amounts are not included in the calculation of Consolidated Net Income.

        "Permitted Liens" means:

(1)

Liens on the assets of the issuer and any Guarantor securing Senior Debt (including Hedging Obligations with respect to Senior Debt) that was permitted by the terms of the Indenture to be incurred;



(2)

Liens in favor of the issuer or any Restricted Subsidiary of the issuer;



(3)

Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the issuer or any Restricted Subsidiary of the issuer; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the issuer or the Restricted Subsidiary;

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(4)

Liens on property existing at the time of acquisition thereof by the issuer or any Restricted Subsidiary of the issuer; provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by the issuer or the Restricted Subsidiary;



(5)

Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with such Indebtedness;



(6)

Liens of the issuer and its Restricted Subsidiaries existing on the date of the Indenture and any renewals or extensions thereof, in each case on terms no more restrictive than, and not extending to any property or assets other than those covered by such Liens, on the date of the Indenture;



(7)

Liens incurred in the ordinary course of business of the issuer or any Restricted Subsidiary of the issuer with respect to obligations that do not exceed $15.0 million at any one time outstanding;



(8)

Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other similar obligations (exclusive of obligations for the payment of borrowed money) incurred in the ordinary course of business;



(9)

Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;



(10)

Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith;



(11)

Liens to secure Indebtedness of any Foreign Restricted Subsidiary permitted to be incurred under the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets of such Foreign Restricted Subsidiary;



(12)

Liens imposed by governmental authorities for taxes, assessments or other charges not yet subject to penalty or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books and records of the issuer in accordance with GAAP;



(13)

statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business;



(14)

easements, rights-of-way, municipal and zoning restrictions and other similar charges, title defects, encumbrances or irregularities in respect of real property not interfering in any material respect with the ordinary course of the business of the issuer or any of its Restricted Subsidiaries;



(15)

judgment or attachment Liens not giving rise to an Event of Default;



(16)

leases, subleases, licenses or sublicenses granted to other Persons in the ordinary course of business not materially interfering with the conduct of the business of the issuer or any of its Restricted Subsidiaries or materially detracting from the value of the relative assets of the issuer or any of its Restricted Subsidiaries;

127

(17)

banker's Liens, rights of set-off and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by the issuer or any Restricted Subsidiary;



(18)

Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;



(19)

Liens which arise under Article 4 of the UCC on items in collection and documents and proceeds related thereto; and



(20)

financing statements filed in connection with operating leases or consignments.

        "Permitted Refinancing Indebtedness" means any Indebtedness of the issuer 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 issuer or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1)

the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of any reasonably determined premium and other amounts necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith);



(2)

such Permitted Refinancing Indebtedness has a final maturity date equal to or later 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;



(3)

if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or any Note Guarantee, 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 or such Note Guarantee 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; and



(4)

such Indebtedness is incurred either by the issuer or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock issuer, trust, unincorporated organization, limited liability issuer or government or other entity.

        "Principals" means the Equity Sponsor and its Affiliates.

        "Pro Forma Cost Savings" means, with respect to any period, the reduction in net costs and related adjustments that (i) were directly attributable to an Asset Acquisition that occurred during the four-quarter period or after the end of the four-quarter period and on or prior to the Calculation Date and calculated on a basis that is consistent with Regulation S-X under the Securities Act as in effect and applied as of the date of the Indenture, (ii) were actually implemented by the business that was the subject of any such Asset Acquisition within six months after the date of the Asset Acquisition and prior to the Calculation Date that are supportable and quantifiable by the underlying accounting records of such business or (iii) relate to the business that is the subject of any such Asset Acquisition and that the issuer reasonably determines are probable based upon specifically identifiable actions to be taken within six months of the date of the Asset Acquisition and, in the case of each of (i), (ii) and (iii), are described, as provided below, in an officer's certificate, as if all such reductions in costs had

128

been effected as of the beginning of such period. Pro Forma Cost Savings described above shall be accompanied by a certificate delivered to the Trustee from the issuer's Chief Financial Officer that outlines the specific actions taken or to be taken, the net cost savings achieved or to be achieved from each such action and that, in the case of clause (iii) above, such savings have been determined to be probable.

        "Refinancing" has the meaning set for in the final offering memorandum dated October 27, 2004, related to the offering of the Notes.

        "Related Party" means:

(1)

any controlling stockholder, partner, member, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or



(2)

any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause.

        "REM Seller Notes" means the notes in an aggregate principal amount of $28.0 million issued by Holdings to the former stockholders of REM, Inc. in connection with the acquisition of REM, Inc. in May 2003.

        "Replacement Assets" means (1) non-current assets that will be used or useful in a Permitted Business or (2) all or substantially all of the assets of a Permitted Business or (3) a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article I, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the Indenture.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, 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.

        "Subsidiary" means, with respect to any specified 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 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); and



(2)

any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

        "Total Tangible Assets" means the total consolidated assets, less applicable depreciation, amortization and other valuation reserves and less all goodwill, trade names, trademarks, patents,

129

unamortized debt discount and other intangibles, of the issuer and its Restricted Subsidiaries, as shown on the most recent balance sheet of the issuer prepared in conformity with GAAP.

        "Unrestricted Subsidiary" means any Subsidiary of the issuer that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but 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 issuer or any Restricted Subsidiary of the issuer unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the issuer;



(3)

is a Person with respect to which neither the issuer 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;



(4)

is not a guarantor or does not otherwise directly or indirectly provide credit support for any Indebtedness of the issuer or any of its Restricted Subsidiaries at the time of such designation unless such guarantee or credit support is released upon such designation; and



(5)

has at least one director on its Board of Directors that is not a director or executive officer of the issuer or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of the issuer or any of its Restricted Subsidiaries.

        Any designation of a Restricted Subsidiary of the issuer as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution 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 issuer 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 issuer shall be in default of such covenant.

        "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 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.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following is a summary of certain United States federal income tax considerations relating to the purchase, ownership and disposition of the notes but does not purport to be a complete analysis of all the potential tax considerations. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations promulgated or proposed thereunder, judicial authority, published administrative positions of the Internal Revenue Service (the "IRS") and other applicable authorities, all as in effect on the date of this document, and all of which are subject to change, possibly on a retroactive basis. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with our statements and conclusions. This summary deals only with holders that purchase notes at their original issuance at their issue price (the first price at which a substantial amount of the notes is sold for money to the public, not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) and that will hold the notes as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not purport to deal with all aspects of United States federal income taxation that might be relevant to particular holders in light of their personal investment circumstances or status, nor does it address tax considerations applicable to investors that may be subject to special tax rules, such as certain financial institutions, tax-exempt organizations, S corporations, partnerships or other pass-through entities, insurance companies, broker-dealers, dealers or traders in securities or currencies, certain former citizens or residents of the United States, and taxpayers subject to the alternative minimum tax. This summary also does not discuss notes held as part of a hedge, straddle, synthetic security or conversion transaction, constructive sale, or other integrated transaction, or situations in which the "functional currency" of a United States holder (as defined below) is not the United States dollar. Moreover, the effect of any applicable estate, state, local or non-United States tax laws is not discussed.

THE FOLLOWING DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE. INVESTORS CONSIDERING THE PURCHASE OF NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE ESTATE TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-UNITED STATES TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

IRS Circular 230 Disclosure

        To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this prospectus was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding tax-related penalties under the U.S. Internal Revenue Code. The tax advice contained in the prospectus was written to support the promotion or marketing of the transaction(s) or matter(s) addressed by the prospectus. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor.

        The term "United States holder" means a beneficial owner of a note that is, for United States federal income tax purposes:

        (1)   an individual citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the "substantial presence" test under Section 7701(b) of the Code;

        (2)   a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized under the laws of the United States or any state thereof (including the District of Columbia);

131

        (3)   an estate, the income of which is subject to United States federal income taxation regardless of its source; or

        (4)   a trust, if (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more "United States persons" within the meaning of the Code has the authority to control all of its substantial decisions, or (ii) in the case of a trust that was treated as a domestic trust under the law in effect before 1997, a valid election is in place under applicable Treasury regulations to treat such trust as a domestic trust.

        The term "non-United States holder" means a beneficial owner of a note that is not a United States holder.

        If an entity treated as a partnership for U.S. federal income tax purposes holds the notes, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A holder that is a partner of a partnership purchasing the notes should consult with its own tax advisor about the U.S. federal income tax consequences of purchasing, holding and disposing of the notes.

United States Holders

        Interest.    The stated interest on a note will be included in the gross income of a United States holder as ordinary income at the time such interest is accrued or received in accordance with the holder's regular method of accounting for United States federal income tax purposes. The notes were not issued with "original issue discount" within the meaning of Section 1273 of the Code.

        Additional Interest.    It is possible that the IRS could assert that the additional interest which we would be obliged to pay if the exchange offer registration statement is not filed or declared effective within the applicable time periods (or certain other actions are not taken), as described above under the heading "Description of Notes—Registration Rights; Liquidated Damages" is a "contingent payment." In that case, the notes may be treated as contingent payment debt instruments for United States federal income tax purposes, with the result that the timing, amount of income included and the character of income recognized may be different from the consequences discussed herein. However, the Treasury regulations regarding debt instruments that provide for one or more contingent payments state that, for purposes of determining whether a debt instrument is a contingent payment debt instrument, contingencies which are remote or incidental as of the issue date are ignored. We believe that as of the issue date the likelihood of our paying additional interest was remote and, accordingly, we do not intend to treat the notes as contingent payment debt instruments. Such determination by us is binding on all United States holders unless a United Sates holder discloses its differing position in a statement attached to its timely filed United States federal income tax return for the taxable year during which a note was acquired. Our determination is not, however, binding on the IRS, and if the IRS were to challenge this determination, a United States holder might be required to accrue income on its notes in excess of stated interest and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a note before the resolution of the contingencies. In the event a contingency occurs, it would affect the amount and timing of the income recognized by a United States holder. This discussion assumes that the notes will not be treated as contingent payment debt instruments for United States federal income tax purposes.

        Market Discount and Bond Premium.    A United States holder who purchases a note at a "market discount" that exceeds a statutorily defined de minimis amount will be subject to the "market discount" rules of the Code. A United States holder who purchases a note at a premium, i.e., for an amount in excess of the amount payable at maturity, will be subject to the bond premium amortization rules of the Code.

132

        In general, "market discount" is the excess of a note's issue price, within the meaning of Section 1273 of the Code, over its purchase price. If a United States holder purchases a note at a "market discount," any gain on sale of that note attributable to the United States holder's unrecognized accrued market discount would generally be treated as ordinary income to the United States holder. In addition, a United States holder who acquires a debt instrument at a market discount may be required to defer a portion of any interest expense that otherwise may be deductible on any indebtedness incurred or maintained to purchase or carry the debt instrument until the United States holder disposes of the debt instrument in a taxable transaction. Instead of recognizing any market discount upon a disposition of a note and being required to defer any applicable interest expense, a United States holder may elect to include market discount in income currently as the discount accrues. The current income inclusion election, once made, applies to all market discount obligations acquired on or after the first day of the first taxable year in which the election applies, and may not be revoked without the consent of the IRS.

        In the event that a note is treated as purchased at a premium, that premium will be amortizable by a United States holder as an offset to interest income (with a corresponding reduction in the United States Holder's tax basis) on a consent yield basis if the United States holder elects to do so. This election will also apply to all other debt instruments held by the United States holder during the year in which the election is made and to all debt instruments acquired after that year.

        Exchange Offer.    The exchange of notes for exchange notes in the exchange offer will not constitute a taxable event to United States holders. Consequently, a United States holder will not recognize gain upon receipt of an exchange note, the United States holder's tax basis in the exchange note will be the same as its tax basis in the corresponding note immediately before the exchange, and the United States holder's holding period in the exchange note will include the holder's holding period in the Note exchanged therefor.

        Redemption.    In the event of a Change of Control, holders of the notes will have the right to require us to purchase their notes. Applicable Treasury regulations provide that the right of holders of the notes to require redemption of the notes upon the occurrence of a Change of Control will not affect the yield to maturity of the notes if the likelihood of the occurrence, as of the date the notes are issued, is remote or incidental. We intend to take the position that the likelihood of a repurchase as a result of a Change of Control is remote or incidental under applicable Treasury regulations and, thus, do not intend to treat this possibility as affecting the yield to maturity of the notes (for purposes of the original issue discount provisions of the Code).

        We have the option to redeem all or a portion of the notes at certain times prior to the maturity date. Under applicable Treasury regulations, we will be deemed to exercise any option to redeem the notes if the exercise of such option would lower the yield of the debt instrument. We believe, and intend to take the position for purposes of determining yield and maturity (for purposes of the original issue discount provisions of the Code), that we will not be treated as having exercised any option to redeem the notes under these rules.

        Sale, Exchange, Redemption, Retirement or Other Taxable Disposition of the Notes.    Upon the sale, exchange, redemption, retirement or other taxable disposition of a note (other than an exchange of notes in the exchange offer, as described above), a United States holder generally will recognize capital gain or loss equal to the difference between (i) the amount realized on the sale, exchange, redemption, retirement or other taxable disposition (not including the amount allocable to accrued and unpaid interest) and (ii) that holder's adjusted tax basis in the note. The amount realized will be equal to the sum of the amount of cash and the fair market value of any property received in exchange for the note. A United States holder's adjusted tax basis in a note generally will equal that holder's cost reduced by any principal payments received and any bond premium amortized by such holder plus any market discount previously included in income by the holder. The capital gain or loss will be long-term capital

133

gain or loss if the United States holder's holding period in the note is more than one year at the time of sale, exchange, redemption or other taxable disposition. Subject to limited exceptions, capital losses cannot be used to offset ordinary income. The deductibility of capital losses is subject to limitation.

        A United States holder that sells a note between interest payment dates will be required to treat as ordinary interest income an amount equal to interest that has accrued through the date of sale and has not been previously included in income.

        Information Reporting and Backup Withholding Tax.    In general, we must report certain information to the IRS with respect to payments of principal, premium, if any, and interest on a note (including the payment of liquidated damages) and payments of the proceeds of the sale or other disposition of a note to certain non-corporate United States holders. The payor (which may be us or an intermediate payor) will be required to withhold backup withholding tax currently at a rate of 28% if (i) the payee fails to furnish a taxpayer identification number ("TIN") to the payor or establish an exemption from backup withholding, (ii) the IRS notifies the payor that the TIN furnished by the payee is incorrect, (iii) there has been a notified payee underreporting with respect to interest or dividends described in Section 3406(c) of the Code or (iv) the payee has not certified under penalties of perjury that it has furnished a correct TIN and such United States holder is not subject to backup withholding under the Code. Certain holders (including among others, corporations and certain tax-exempt organizations) are generally not subject to backup withholding. United States holders should consult their personal tax advisor regarding their qualification for an exemption from backup withholding and the procedures for obtaining such exemption, if applicable. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a United States holder will be allowed as a credit against that holder's United States federal income tax liability and may entitle the holder to a refund, provided that the required information is furnished in a timely manner to the IRS.

Non-United States Holders

        Interest.    Interest paid to a non-United States holder will not be subject to United States federal income or withholding tax of 30% (or, if applicable, a lower rate under an applicable income tax treaty) under the "portfolio interest" exception of the Code provided that:

•

such holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all of our classes of stock;



•

such holder is not a controlled foreign corporation that is related to us through sufficient stock ownership and is not a bank that received such interest on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;



•

either (1) the non-United States holder certifies in a statement provided to us or our paying agent, under penalties of perjury, that it is not a "United States person" within the meaning of the Code and provides its name and address (generally by completing IRS Form W-8BEN), (2) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business and holds the notes on behalf of the non-United States holder certifies to us or our paying agent under penalties of perjury that it, or the financial institution between it and the non-United States holder, has received from the non-United States holder a statement, under penalties of perjury, that such holder is not a "United States person" and provides us or our paying agent with a copy of such statement or (3) the non-United States holder holds its notes directly through a "qualified intermediary" and certain conditions are satisfied; and



•

the interest is not effectively connected with such holder's conduct of a trade or business within the United States.

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        Even if the above conditions are not met, a non-United States holder may be entitled to an exemption from United States federal withholding tax if the interest is effectively connected to a United States trade or business as described below or to a reduction in or an exemption from United States federal income and withholding tax on interest under an income tax treaty between the United States and the non-United States holder's country of residence. To claim a reduction or exemption under an income tax treaty, a non-United States holder must generally complete an IRS Form W-8BEN and claim the reduction or exemption on the form. In some cases, a non-United States holder may instead be permitted to provide documentary evidence of its claim to the intermediary, or a qualified intermediary may already have some or all of the necessary evidence in its files.

        The certification requirements described above may in some circumstances require a non-United States holder that claims the benefit of an income tax treaty to also provide its United States taxpayer identification number of IRS Form W-8BEN.

        Exchange Offer.    The exchange of notes for exchange notes in the exchange offer will not constitute a taxable event for United States federal income tax purposes. See "—United States Holders—Exchange Offer."

        Additional Interest.    We believe that the possibility of additional interest is remote and, accordingly, we do not intend to treat the notes as contingent payment debt instruments for United States federal income tax purposes. This discussion assumes that the notes will not be treated as contingent payment debt instruments for United States federal income tax purposes. See "—United States Holders—Additional Interest."

Sale, Exchange, Redemption or other Taxable Disposition of Notes. A non-United States holder of a note generally will not be subject to United States federal income tax or withholding tax on any gain realized on a sale, exchange, redemption or other taxable disposition of the note (other than any amount representing accrued but unpaid interest on the note, which is subject to the rules discussed above under "—Non-United States Holders—Interest") unless (i) the gain is effectively connected with a United States trade or business of the non-United States holder or (ii) in the case of a non-United States holder who is an individual, such holder is present in the United States for a period or periods aggregating 183 days or more during the taxable year of the disposition and certain other requirements are met.

        United States Trade or Business.    If interest or gain from a disposition of the notes is effectively connected with a non-United States holder's conduct of a United States trade or business and, if an income tax treaty applies and the non-United States holder maintains a United States "permanent establishment" to which the interest or gain is attributable, the non-United States holder may be subject to United States federal income tax on the interest or gain on a net basis in the same manner as if it were a United States holder. If interest income received with respect to the notes is taxable on a net basis, the 30% withholding tax described above will not apply (assuming an appropriate certification is provided, generally IRS Form W-8ECI). A foreign corporation that is a holder of a note may also be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty. For this purpose, interest on a note or gain realized on the disposition of a note will be included in earnings and profits if the interest or gain is effectively connected with the conduct by the foreign corporation of a trade or business in the United States.

        Information Reporting and Backup Withholding Tax.    United States backup withholding tax generally will not apply to payments on a note to a non-United States holder if the non-United States holder is exempt from withholding tax on interest as described above in "—Non-United States Holders—Interest." However, information reporting may still apply with respect to interest payments.

135

        Payment of proceeds made to a non-U.S. holder outside the United States from a disposition of notes effected through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding and information reporting. However, payment of proceeds from a disposition of notes by a non-U.S. holder effected through a non-U.S. office of a broker may be subject to information reporting (but generally not backup withholding) if the broker is (i) a United States person (within the meaning of the Code); (ii) a controlled foreign corporation for Untied States federal income tax purposes; (iii) a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period; or (iv) a foreign partnership, if at any time during its tax year, one or more of its partners are United States persons, as defined in Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a United States trade or business.

        Payment of the proceeds from a disposition by a non-United States holder of a note made to or through the United States office of a broker is generally subject to information reporting and backup withholding unless the holder or beneficial owner certifies as to its taxpayer identification number or otherwise establishes an exemption from information reporting and backup withholding.

        Non-United States holders should consult their own tax advisors regarding application of withholding and backup withholding in their particular circumstance and the availability of and procedure for obtaining an exemption from withholding and backup withholding under current Treasury regulations. In this regard, the current Treasury regulations provide that a certification may not be relied on if we or our agent (or other payor) knows or has reason to know that the certification may be false. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-United States holder will be allowed as a credit against the holder's United States federal income tax liability or may be refunded, provided the required information is furnished in a timely manner to the IRS.

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PLAN OF DISTRIBUTION

        Each participating broker-dealer that receives exchange 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 exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of exchange notes received by it in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of one year after the expiration date, we will make this prospectus, as amended or supplemented, available to any participating broker-dealer for use in connection with any such resale.

        We will not receive any proceeds from any sales of the exchange notes by participating broker-dealers. Exchange notes received by participating 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 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 participating broker-dealer and/or the purchasers of any such exchange notes. Any participating broker-dealer that resells the exchange 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 exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions 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 participating broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of one year after the expiration date we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any participating broker-dealer that requests such documents in the letter of transmittal.

        Prior to the exchange offer, there has not been any public market for the outstanding notes. The outstanding notes have not been registered under the Securities Act and will be subject to restrictions on transferability to the extent that they are not exchanged for exchange notes by holders who are entitled to participate in this exchange offer. The holders of outstanding notes, other than any holder that is our affiliate within the meaning of Rule 405 under the Securities Act, who are not eligible to participate in the exchange offer are entitled to certain registration rights, and we may be required to file a shelf registration statement with respect to their outstanding notes. The exchange notes will constitute a new issue of securities with no established trading market. We do not intend to list the exchange notes on any national securities exchange or to seek the admission thereof to trading in the National Association of Securities Dealers Automated Quotation System. The initial purchasers have advised us that they currently intend to make a market in the exchange notes. Such market making activity will be subject to the limits imposed by the Securities Act and the Exchange Act and may be limited during the exchange offer and the pendency of any shelf registration statements. Accordingly, no assurance can be given that an active public or other market will develop for the exchange notes or as to the liquidity of the trading market for the exchange notes. If a trading market does not develop or is not maintained, holders of the exchange notes may experience difficulty in reselling the exchange notes or may be unable to sell them at all. If a market for the exchange notes develops, any such market may be discontinued at any time.

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LEGAL MATTERS

        The validity of the exchange notes and the guarantees and other legal matters, including the tax-free nature of the exchange, will be passed upon on our behalf by Kirkland & Ellis LLP, a limited liability partnership that includes professional corporations, Chicago, Illinois. Certain partners of Kirkland & Ellis LLP are partners in Randolph Street Partners II, which owns 45,006.82 shares of our common stock. Kirkland & Ellis LLP has from time to time represented, and may continue to represent, Madison Dearborn and some of its affiliates (including Holdings and its subsidiaries) in connection with various legal matters.

        Certain matters under Arizona law will be passed upon by Jennings Strouss & Salmon, P.L.C. Certain matters under Colorado law will be passed upon by Sherman & Howard L.L.C. Certain matters under Connecticut law will be passed upon by Cohn Birnbaum & Shea P.C. Certain matters under Indiana law will be passed upon by Barnes & Thornburg LLP. Certain matters under Iowa law will be passed upon by Shuttleworth & Ingersoll, P.L.C. Certain matters under Maryland law will be passed upon by Whiteford, Taylor & Preston L.L.P. Certain matters under Massachusetts law will be passed upon by Ruberto, Israel & Weiner, P.C. Certain matters under Minnesota law will be passed upon by Parsinen Kaplan Rosberg & Gotlieb P.A. Certain matters under Nevada law will be passed upon by Woodburn and Wedge. Certain matters under New Jersey law will be passed upon by Giordano, Halleran & Ciesla, a Professional Corporation. Certain matters under North Dakota law will be passed upon by Vogel Law Firm. Certain matters under Ohio law will be passed upon by Vorys, Sater, Seymour and Pease LLP. Certain matters under Oklahoma law will be passed upon by Crowe & Dunlevy, A Professional Corporation. Certain matters under Pennsylvania law will be passed upon by Klehr, Harrison, Harvey, Branzburg & Ellers LLP. Certain matters under South Carolina law will be passed upon by Parker Poe Adams & Bernstein LLP. Certain matters under Utah law will be passed upon by Parr Waddoups Brown Gee & Loveless, A Professional Corporation. Certain matters under West Virginia law will be passed upon by Robinson & McElwee PLLC. Certain matters under Wisconsin law will be passed upon by Michael Best & Friedrich LLP.

EXPERTS

        The consolidated financial statements of National MENTOR Holdings, Inc. at September 30, 2004 and 2003, and for each of the three years in the period ended September 30, 2004, appearing in this Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

        We have filed with the SEC a registration statement on Form S-4 (Reg. No. 333-                        ) with respect to the securities being offered hereby. This prospectus does not contain all of the information contained in the registration statement, including the exhibits and schedules. You should refer to the registration statement, including the exhibits and schedules, for further information about use and the securities being offered hereby. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement because those statements are qualified in all respects by reference to those exhibits. As described below, the registration statement, including exhibits and schedules is on file at the offices of the SEC and may be inspected without charge.

138

        If you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of such reports, proxy statements and other information. Any such request should be directed to:

National MENTOR Holdings, Inc.
313 Congress Street, 6th Floor
Boston, Massachusetts 02210
Telephone: (617) 790-4800

        In addition, we make available, free of charge, on or through our web site, copies of such reports and other information. We maintain a web site at http://wwwthementornetwork.com. The information contained on our web site is not part of this prospectus, any prospectus supplement or the registration statement of which this prospectus forms a part.

        The indenture provides that, following the date by which we are required to consummate the exchange offer contemplated by the registration rights agreement, whether or not required by the SEC, we will file with the SEC the annual reports, quarterly reports and current reports which we would have been required to file with the SEC if we were required to file such reports and provide copies to the trustee on behalf of the holders of the notes. Provision of this information is subject to certain qualifications. See "Description of Notes—Certain Covenants—Reports."

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INDEX TO FINANCIAL STATEMENTS

	Page
National Mentor Holdings, Inc. Consolidated Financial Statements
Unaudited Condensed Consolidated Financial Statements for the nine months ended June 30, 2005 and June 30, 2004
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2005 and September 30, 2004	F-2
Unaudited Condensed Consolidated Income Statements for the three and nine months ended June 30, 2005 and June 30, 2004	F-3
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2005 and June 30, 2004	F-4
Notes to Unaudited Condensed Consolidated Financial Statements	F-5
Audited Consolidated Financial Statements for the fiscal years ended September 30, 2004, September 30, 2003 and September 30, 2002
Independent Auditors' Report of Ernst & Young LLP	F-12
Consolidated Balance Sheets as of September 30, 2004 and September 30, 2003	F-13
Consolidated Income Statements for the years ended September 30, 2004, September 30, 2003 and September 30, 2002	F-14
Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit) for the years ended September 30, 2004, September 30, 2003 and September 30, 2002	F-15
Consolidated Statements of Cash Flows for the years ended September 30, 2004, September 30, 2003 and September 30, 2002	F-16
Notes to Consolidated Financial Statements	F-17
REM, Inc. and Affiliates Unaudited Combined Financial Statements for the three months ended March 31, 2003 and March 31, 2002
Unaudited Combined Balance Sheets as of March 31, 2003 and March 31, 2002	F-47
Unaudited Combined Statement of Earnings and Retained Earnings for the three months ended March 31, 2003 and March 31, 2002	F-48
Unaudited Combined Statement of Cash Flows for the three months ended March 31, 2003 and March 31, 2002	F-49
Notes to Unaudited Combined Financial Statements	F-50

F-1

National Mentor Holdings, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

		June 30 2005			September 30 2004
Assets
Current assets:
	Cash and cash equivalents	$	28,532		$	24,416
	Accounts receivable, net		82,864			90,863
	Deferred tax assets, net		4,385			5,802
	Prepaid expenses and other current assets		12,780			12,780
Total current assets			128,561			133,861
Property and equipment, net			112,279			113,962
Intangible assets, net			105,295			110,098
Goodwill			89,010			88,544
Other assets			11,351			3,573
Total assets		$	446,496		$	450,038
Liabilities and stockholders' equity
Current liabilities:
	Accounts payable	$	12,427		$	12,597
	Accrued payroll and related costs		40,962			39,392
	Other accrued liabilities		15,738			28,934
	Current portion of long-term debt		5,142			13,110
Total current liabilities			74,269			94,033
Other long-term liabilities			2,296			5,913
Deferred tax liabilities, net			11,591			7,859
Long-term debt, net of current portion			325,991			200,083
Total liabilities			414,147			307,888
Commitments and contingencies
Redeemable Class A Preferred Stock			—			116,381
Stockholders' equity:
	Common stock		102			103
	Additional paid-in-capital		42,252			42,252
	Deferred compensation		(254	)		(329	)
	Note receivable from officer		(49	)		(49	)
	Other comprehensive loss		—			(203	)
	Accumulated deficit		(9,702	)		(16,005	)
Total stockholders' equity			32,349			25,769
Total liabilities and stockholders' equity		$	446,496		$	450,038

See accompanying notes.

F-2

National Mentor Holdings, Inc.

Condensed Consolidated Income Statements

(In thousands)

(Unaudited)

		Three Months Ended June 30						Nine Months Ended June 30
		2005			2004			2005			2004
Net revenues		$	175,208		$	164,075		$	515,335		$	479,594
Cost of revenues*			132,061			123,150			390,054			363,558
Gross profit			43,147			40,925			125,281			116,036
Operating expenses:
	General and administrative		23,416			21,734			68,823			64,780
	Depreciation and amortization		5,067			4,887			15,688			16,237
Total operating expenses			28,483			26,621			84,511			81,017
Income from operations			14,664			14,304			40,770			35,019
Other income (expense):
	Management fee of related party		(66	)		(66	)		(205	)		(191	)
	Other income (expense), net		(17	)		(117	)		15			(2,007	)
	Interest expense, net		(6,444	)		(5,609	)		(22,592	)		(16,882	)
Income before provision for income taxes			8,137			8,512			17,988			15,939
Provision for income taxes			3,643			3,674			7,879			6,934
Net income		$	4,494		$	4,838		$	10,109		$	9,005

*

Exclusive of depreciation and amortization shown separately below.

See accompanying notes.

F-3

National Mentor Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

			Nine Months Ended June 30
			2005			2004
Operating activities
Net income			$	10,109		$	9,005
	Accounts receivable allowances			5,871			3,840
	Depreciation and amortization of property and equipment			9,200			9,213
	Amortization of other intangible assets			6,488			7,024
	Amortization of deferred debt financing costs			2,144			1,372
	Amortization of deferred compensation for stock options			75			21
	(Gain) loss on disposal of business			(80	)		1,856
	Loss on disposal of property and equipment			65			323
	Changes in operating assets and liabilities:
		Accounts receivable		2,335			(16,971	)
		Other assets		(506	)		(2,954	)
		Accounts payable		(190	)		(1,132	)
		Accrued payroll and related costs		1,466			4,565
		Other accrued liabilities		(13,827	)		12,645
		Deferred taxes		5,012			—
		Other long-term liabilities		(3,617	)		(6,195	)
Net cash provided by operating activities				24,545			22,612
Investing activities
Cash paid for acquisitions, net of cash received				(1,716	)		(5,143	)
Proceeds from sale of business units, net of cash and transaction costs				—			196
Purchases of property and equipment				(8,993	)		(10,309	)
Cash proceeds from sale of property and equipment				1,944			—
Net cash used in investing activities				(8,765	)		(15,256	)
Financing activities
Repayments of long-term debt				(226,279	)		(7,083	)
Redemption of preferred stock				(118,453	)		—
Proceeds from officer notes				539			—
Proceeds from issuance of long-term debt				344,222			—
Proceeds from issuance of preferred and common stock				—			50
Repurchase and retirement of common stock				(2,309	)		—
Payments of deferred financing costs				(9,384	)		—
Net cash used in financing activities				(11,664	)		(7,033	)
Net increase in cash and cash equivalents				4,116			323
Cash and cash equivalents at beginning of period				24,416			15,804
Cash and cash equivalents at end of period			$	28,532		$	16,127

See accompanying notes.

F-4

National Mentor Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Amounts in thousands)

June 30, 2005

(Unaudited)

1. Basis of Presentation

        National Mentor Holdings, Inc., through its wholly owned subsidiaries (collectively, the Company), is a national provider of home and community-based services to (i) individuals with mental retardation and/or developmental disabilities; (ii) at-risk children and youth with emotional, behavioral or medically complex needs; and (iii) persons with acquired brain injury.

        These notes are condensed and do not contain all disclosures required by generally accepted accounting principles. Reference should be made to the consolidated financial statements and related notes included in the Company's consolidated financial statements for the year ended September 30, 2004.

        In the opinion of management, the accompanying condensed consolidated unaudited financial statements contain all adjustments considered necessary to present fairly the financial position at June 30, 2005, and the results of operations for the three and nine month periods ended June 30, 2005 and June 30, 2004, and cash flows for the periods presented therein.

        The results disclosed in the Condensed Consolidated Income Statements for the three and nine month periods ended June 30, 2005 are not necessarily indicative of the results to be expected for the full year. Certain amounts reported in prior periods have been reclassified to be consistent with the current period presentation.

2. Long-Term Debt

        On November 4, 2004, the Company refinanced its then-existing senior credit facilities. The new senior credit facilities consist of an $80.0 million revolving credit facility and a $175.0 million term B loan facility. In addition, on November 4, 2004, National MENTOR, Inc. (a wholly owned subsidiary) issued $150.0 million in aggregate principal amount of its 9⁵/8% senior subordinated notes due 2012, or the "senior subordinated notes." These transactions are referred to together as the "Refinancing." At the time of and in connection with the Refinancing, the Company redeemed all of its outstanding preferred stock, repaid certain of its other subordinated debt, and paid certain of its deferred compensation obligations. In addition, all outstanding interest rate swap agreements were terminated. There were no outstanding swap agreements at June 30, 2005.

        On May 20, 2005, the Company refinanced its term loan mortgage facility. The Company borrowed $6.2 million on the new $8.0 term loan mortgage facility. At the time of and in connection with the refinancing of the term loan mortgage facility, the Company repaid the outstanding principal and accrued interest on the existing mortgage facility of $4.7 million. The Company refinanced $1.7 million of properties pledged as collateral under the term B loan and was therefore required to prepay the term B loan by that amount. The new mortgage facility has a term of five years and is paid monthly until the maturity date, which is May 2010.

        The interest rate on the term B loan is equal to either LIBOR plus 2.50% or Prime plus 1.50%. The interest rate on the term B loan outstanding at June 30, 2005 is based on LIBOR plus 2.50%. The interest rates for any senior revolving credit facility borrowings are equal to either LIBOR plus 3.25%

F-5

or Prime plus 2.25%. The Company pays a commitment fee on a quarterly basis for the revolving credit facility, which is equal to 0.5% of the unused commitment at June 30, 2005.

        Any amounts outstanding under the revolver are due six years from the date of the senior credit agreement. The $175.0 million term B loan has a term of seven years and amortizes one percent per year, paid quarterly, for the first six years, with the remaining balance due in the seventh year.

        The new senior credit facility agreement and the bond indenture contain both affirmative and negative covenants, including limitations on the Company's ability to incur additional debt, sell material assets, retire, redeem or otherwise reacquire capital stock, acquire the capital stock or assets of another business, pay dividends, and requires the Company to meet or exceed certain financial ratios. The Company was in compliance with all covenants at June 30, 2005. The new senior credit agreement includes a provision for the prepayment of a portion of the outstanding term loan amounts at any year-end if the Company generates certain levels of cash flow above a pre-determined amount.

F-6

        Long-term debt comprises the following:

	June 30 2005		September 30 2004
Senior Term B Loan, principal and interest due in quarterly installments through 2007; variable interest rate (approximately 8% at September 30, 2004)	$	—	$	154,725
Senior Revolver, due March 7, 2007; quarterly cash interest payments at a variable interest rate (7% at September 30, 2004)		—		—
Senior Term B Loan, principal and interest due in quarterly installments through September 30, 2011; variable interest rate (approximately 5.73% at June 30, 2005)		171,945		—
Senior Revolver, due November 4, 2010; quarterly cash interest payments at a variable interest rate (8.5% at June 30, 2005)		—		—
Senior Subordinated Notes, due November 4, 2012; semi-annual cash interest payments beginning June 1, 2005 (coupon rate of 95/8%)		150,000		—
Term loan mortgage, principal and interest due in monthly installments through August 1, 2009; variable interest rate (6% at September 30, 2004)		—		4,968
Term loan mortgage, principal and interest due in monthly installments through May 20, 2010; variable interest rate (7.75% at June 30, 2005)		6,188		—
Note Payable to Seller (Magellan), due March 8, 2007; semiannual cash interest payments at 12% beginning September 2001		3,000		10,000
Junior Subordinated Note Payable, due April 30, 2010; interest at 12% payable upon maturity		—		28,000
Junior Subordinated Note Payable, due May 30, 2010; interest at 12% payable upon maturity		—		15,500
		331,133		213,193
Less current portion		5,142		13,110
Long-term debt	$	325,991	$	200,083

        The priority with regard to the right of payment on the Company's debt is such that the Senior Term B Loan, Senior Revolver (the Senior Credit Facilities) and the term loan mortgage have priority over all of the Company's long-term debt. The term loan mortgage is collateralized by certain buildings and land of the Company.

        In conjunction with entering into the new senior credit facilities, which were repriced in March 2005, and the issuance of the senior subordinated notes, the Company incurred deferred financing costs of approximately $9.2 million. These costs are being amortized under the effective interest rate method over the expected term of the senior term B loan, senior revolver and senior subordinated notes. In addition, in connection with the refinancing of the term loan mortgage on May 20, 2005, the Company incurred deferred financing costs of approximately $0.2 million. The

F-7

Company charged approximately $2.1 million and $1.4 million to interest expense for the nine months ended June 30, 2005 and 2004, respectively, related to the amortization of deferred financing costs. Included in this charge for the nine months ended June 30, 2005 is approximately $1.3 million due to the accelerated amortization of deferred financing costs related to the previous senior credit facility in the first quarter of fiscal year 2005.

3. Stock-Based Compensation

        On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Companies are required to adopt the provisions of SFAS No. 123(R) for annual periods beginning after June 15, 2005. Early adoption is permitted in periods in which financial statements have not been issued. The adoption of SFAS No. 123(R) is not expected to have a material impact on the Company's financial statements.

        The Company continues to account for its stock-based employee compensation plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Stock-based employee compensation cost of approximately $19 and $6 is reflected in pre-tax income for the three months ended June 30, 2005 and 2004, respectively, and $75 and $21 is reflected in pre-tax income for the nine months ended June 30, 2005 and 2004, respectively. The following table illustrates the effect on net income attributable to common shareholders if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation.

	Three Months Ended June 30						Nine Months Ended June 30
	2005			2004			2005			2004
Net income, as reported	$	4,494		$	4,838		$	10,109		$	9,005
Add: Stock-based employee compensation included in reported net income, net of related tax effects		10			3			42			12
Deduct: Total stock-based employee compensation expense determined under fair value method of all awards, net of related tax effects		(78	)		(41	)		(219	)		(105	)
Net income, pro forma	$	4,426		$	4,800		$	9,932		$	8,912

F-8

4. Intangible Assets

        Intangible assets, resulting from the Company's acquisition of certain businesses accounted for under the purchase method, consist of identifiable assets. These include agency contracts, trade names, noncompete/nonsolicit clauses, an intellectual property model, licenses and permits and relationships with contracted caregivers. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives. Various trade names are classified as indefinite-lived intangible assets due to the length of time the trade names have been in existence and the planned use of the trade names for the foreseeable future. As such, the cost of these indefinite-lived intangible assets are not amortized, but are reviewed periodically for impairment.

        Intangible assets consist of the following as of June 30, 2005:

Description	Estimated Useful Life	Gross Carrying Value		Accumulated Amortization		Intangible Assets, net
Agency contracts	5-13 years	$	94,543	$	16,096	$	78,447
Non-compete/non-solicit	4-5 years		353		203		150
Relationship with contracted caregivers	3 years		400		156		244
Trade names	10 years		570		123		447
Trade names	Indefinite life		19,192		—		19,192
Licenses and permits	10 years		8,154		1,749		6,405
Intellectual property models	10 years		550		140		410
		$	123,762	$	18,467	$	105,295

        Amortization expense was $2,150 and $1,903 for the three months ended June 30, 2005 and 2004, respectively, and $6,488 and $7,024 for the nine months ended June 30, 2005 and 2004, respectively.

        The estimated remaining amortization expense related to intangible assets with finite lives for each of the five succeeding years and thereafter is as follows:

Year ending September 30,
	2005	$	2,218
	2006		8,872
	2007		8,785
	2008		8,460
	2009		8,310
	Thereafter		49,458
		$	86,103

5. Segment Information

        The Company provides home and community-based human services for individuals with mental retardation and other developmental disabilities, at-risk youth and persons with acquired brain injury. The Company operates its business in three operating divisions: an Eastern Division, a Central Division

F-9

and a Western Division. For the reasons discussed below, the Company's operating divisions are aggregated to represent one reportable segment, human services, under SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information (SFAS 131). Accordingly, the accompanying condensed consolidated unaudited financial statements reflect the operating results of the Company's reportable segment. The aggregate of the Company's Eastern, Central and Western operating divisions meets the definition of a segment in SFAS 131 as each of the three divisions engages in business activities that earn revenues and incur expenses, its operating results are regularly reviewed by management (comprising the Company's chief operating decision-maker) to assess its performance and make decisions about resources to be allocated to the respective division, and discrete financial information is available in the form of detailed income statements. The Company's three service lines, which comprise mental retardation and other developmental disabilities, at-risk youth and persons with acquired brain injury do not represent operating segments per SFAS 131 as management does not internally evaluate the operating performance or review the results of the service lines to assess performance or make decisions about allocating resources. Net revenues is the only financial information available by service line and, therefore, discrete financial information is not available by service line at the level necessary for management to assess performance or make resource allocation decisions.

        The Company's Eastern, Central and Western operating divisions are combined into one reportable segment in accordance with the criteria outlined in SFAS 131. The aggregation of the three operating divisions is consistent with the objective and basic principles of SFAS 131 because it provides the users of the financial statements with the same information that management uses to internally evaluate the business. Each of the Company's operating divisions provide the same types of services discussed above to similar customer groups, principally individuals. All of the operating divisions have similar economic characteristics, such as similar long-term gross margins. All of the operating divisions follow the same operating procedures and methods in managing their operations, as services are provided in a similar manner. In addition, each operating division operates in a similar regulatory environment, as each operating division has common objectives and regulatory and supervisory responsibilities (e.g., licensing, certification, program standards, regulatory requirements).

6. Reserves for Self-Insurance and Other Commitments and Contingencies

        The Company maintains commercial general and professional liability insurance under policies with self-insured retention limits. The Company intends to maintain such coverage in the future and is of the opinion that its insurance coverage is adequate to cover potential losses on asserted claims. The Company currently self-insures for amounts of up to $1.0 million per claim and $2.0 million in the aggregate. Above these limits, the Company has $9.0 million of coverage, subject to a $250 thousand retention per occurrence, once the aggregate $2.0 million limit is reached. The Company is self insured for workers' compensation claims up to $350 thousand per claim with no aggregate limit. The Company has a self-insured health plan that covers claims up to $250 thousand in one year with an aggregate stop loss equal to 120% of expected claims. For all self-insured plans, costs are accrued as incurred and include an estimated liability for claims incurred but not reported. While the Company believes that the

F-10

estimates of reserves are adequate, the ultimate liability may be greater or less than the aggregate amount of reserves recorded.

        From time to time, the Company is involved in litigation in the operation of its business. The Company reserves for costs related to contingencies when a loss is probable and the amount is reasonably estimable. While the Company believes its provision for legal contingencies is adequate, the outcome of the legal proceedings is difficult to predict and the Company may settle legal claims or be subject to judgments for amounts that differ from its estimates.

7. Comprehensive Income

        The components of comprehensive income, net of related taxes are as follows:

	Three Months Ended June 30				Nine Months Ended June 30
	2005		2004		2005		2004
Net income, as reported	$	4,494	$	4,838	$	10,109	$	9,005
Net change in fair value of interest rate swaps		—		131		191		(119	)
Comprehensive income, net of tax	$	4,494	$	4,969	$	10,300	$	8,886

F-11

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
National Mentor Holdings, Inc.

        We have audited the accompanying consolidated balance sheets of National Mentor Holdings, Inc. as of September 30, 2004 and 2003, and the related consolidated statements of income, redeemable preferred stock and stockholders' equity, and cash flows for each of the three years in the period ended September 30, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of National Mentor Holdings, Inc. at September 30, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended September 30, 2004, in conformity with U.S. generally accepted accounting principles.

        As discussed in Note 2 to the consolidated financial statements, effective October 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.

/s/ Ernst & Young LLP

Boston, Massachusetts
December 23, 2004

F-12

National Mentor Holdings, Inc.

Consolidated Balance Sheets

		September 30
		2004			2003
		(Amounts in thousands, except share amounts)
Assets
Current assets:
	Cash and cash equivalents	$	24,416		$	15,804
	Accounts receivable, net of allowances of $4,752 and $3,600 at September 30, 2004 and 2003, respectively		90,863			77,271
	Deferred tax assets		5,802			4,788
	Other assets		12,780			9,190
Total current assets			133,861			107,053
Property and equipment, net			113,962			111,881
Intangible assets, net			110,098			117,677
Goodwill			88,544			86,581
Other assets			3,573			6,902
Total assets		$	450,038		$	430,094
Liabilities and stockholders' equity
Current liabilities:
	Accounts payable	$	12,597		$	12,277
	Accrued payroll and related costs		39,392			33,437
	Other accrued liabilities		28,934			13,179
	Current portion of long-term debt		13,110			9,443
Total current liabilities			94,033			68,336
Other long-term liabilities			5,913			11,765
Deferred tax liabilities, net			7,859			5,044
Long-term debt, net of current portion			200,083			213,034
Commitments and contingencies (Note 14)
Redeemable Class A preferred stock, $.01 par value; 125,000 shares authorized, 86,574 and 86,544 shares issued and outstanding at September 30, 2004 and 2003, respectively			116,381			101,283
Stockholders' equity
Common stock, $.01 par value; 20,000,000 shares authorized, 10,352,868 and 10,328,498 shares issued and outstanding at September 30, 2004 and 2003, respectively			103			103
Additional paid-in capital			42,252			41,755
Deferred compensation			(329	)		(57	)
Note receivable from officer			(49	)		(49	)
Other comprehensive loss			(203	)		—
Accumulated deficit			(16,005	)		(11,120	)
Total stockholders' equity			25,769			30,632
Total liabilities and stockholders' equity		$	450,038		$	430,094

See accompanying notes.

F-13

National Mentor Holdings, Inc.

Consolidated Income Statements

		Years Ended September 30
		2004			2003			2002
		(Amounts in thousands)
Net revenues		$	648,493		$	412,839		$	241,441
Cost of revenues*			491,884			305,311			167,560
Gross profit			156,609			107,528			73,881
Operating expenses:
	General and administrative		86,856			67,594			48,829
	Depreciation and amortization		21,484			13,071			15,603
Total operating expenses			108,340			80,665			64,432
Income from operations			48,269			26,863			9,449
Other income (expense):
	Management fee of related party		(257	)		(258	)		(254	)
	Other income (expense), net		(2,581	)		(392	)		196
	Interest expense		(26,825	)		(15,809	)		(7,575	)
Income before provision for income taxes			18,606			10,404			1,816
Provision for income taxes			8,423			4,462			726
Net income		$	10,183		$	5,942		$	1,090

*

Exclusive of depreciation and amortization shown separately below.

See accompanying notes.

F-14

National Mentor Holdings, Inc.

Consolidated Statements of Redeemable Preferred Stock

and Stockholders' Equity (Deficit)

(Amounts in thousands, except share amounts)

	Redeemable Class A Preferred Stock
						Common Stock																			Total Stockholders' (Deficit) Equity
										Additional Paid-in Capital			Deferred Compensation			Note Receivable From Officer			Other Comprehensive Loss			Accumulated Deficit						Comprehensive Income
	Shares		Amount			Shares		Amount
Balance at September 30, 2001	35,988		$	36,357		5,116,578		$	51	$	5,066		$	—		$	—		$	—		$	(3,135	)	$	1,982
Deferred compensation related to options	—			—		—			—		108			(108	)		—			—			—			—
Forfeiture of options	—			—		—			—		(2	)		2			—			—			—			—
Accrued dividends on Redeemable Class A preferred stock	—			5,860		—			—		—			—			—			—			(5,860	)		(5,860	)
Net income	—			—		—			—		—			—			—			—			1,090			1,090		$	1,090
Other comprehensive income, net of tax	—			—		—			—		—			—			—			—			—			—		$	1,090
Balance at September 30, 2002	35,988			42,217		5,116,578			51		5,172			(106	)		—			—			(7,905	)		(2,788	)
Issuance of Redeemable Class A preferred stock and common stock	50,615			50,615		5,226,661			52		36,534			—			—			—			—			36,586
Issuance of Redeemable Class A preferred stock and common stock to officer	51			51		12,211			—		49			—			—			—			—			49
Note receivable from officer	—			(51	)	—			—		—			—			(49	)		—			—			(49	)
Repurchase and retirement of preferred stock and common stock	(110	)		(110	)	(26,952	)		—		—			—			—			—			(110	)		(110	)
Deferred compensation amortization related to stock options	—			—		—			—		—			49			—			—			—			49
Accrued dividends on Redeemable Class A preferred stock	—			8,561		—			—		—			—			—			—			(9,047	)		(9,047	)
Net income	—			—		—			—		—			—			—			—			5,942			5,942		$	5,942
Other comprehensive income, net of tax	—			—		—			—		—			—			—			—			—			—		$	5,942
Balance at September 30, 2003	86,544			101,283		10,328,498			103		41,755			(57	)		(49	)		—			(11,120	)		30,632
Issuance of Redeemable Class A preferred stock and common stock	30			30		24,370			—		170			—			—			—			—			170
Deferred compensation related to stock options	—			—		—			—		332			(300	)		—			—			—			32
Deferred compensation amortization related to stock options	—			—		—			—		—			26			—			—			—			26
Forfeiture of stock options	—			—		—			—		(5	)		2			—			—			—			(3	)
Accrued dividends on Redeemable Class A preferred stock	—			15,068		—			—		—			—			—			—			(15,068	)		(15,068	)
Other comprehensive loss related to interest rate swap	—			—		—			—		—			—			—			(203	)		—			(203	)	$	(203	)
Net income	—			—		—			—		—			—			—			—			10,183			10,183			10,183
Other comprehensive income, net of tax	—			—		—			—		—			—			—			—			—			—		$	9,989
Balance at September 30, 2004	86,574		$	116,381		10,352,868		$	103	$	42,252		$	(329	)	$	(49	)	$	(203	)	$	(16,005	)	$	25,769

See accompanying notes.

F-15

National Mentor Holdings, Inc.

Consolidated Statements of Cash Flows

			Years Ended September 30
			2004			2003			2002
			(Amounts in thousands)
Operating activities
Net income			$	10,183		$	5,942		$	1,090
Adjustments to reconcile net income to net cash provided by operating activities:
	Accounts receivable allowances			1,360			748			(531	)
	(Income) related to recognition of fair market value of interest rate swap agreements			—			(768	)		(393	)
	Depreciation and amortization of property and equipment			12,262			7,497			3,798
	Amortization of goodwill and other intangible assets			9,222			5,574			11,805
	Amortization of deferred debt financing costs			5,855			772			706
	Write-off of deferred debt financing costs			—			2,000
	Amortization of excess tax goodwill			141			—			—
	Stock based compensation			58			49			—
	Loss on disposal of business units			2,406			1,065			—
	Loss on disposal of property and equipment			351			230			288
	Changes in operating assets and liabilities:
		Accounts receivable		(15,749	)		(9,864	)		(2,303	)
		Other assets		(5,914	)		1,236			(1,528	)
		Accounts payable		(59	)		1,363			643
		Accrued payroll and related costs		6,123			6,013			2,955
		Other accrued liabilities		15,483			6,241			(434	)
		Deferred taxes		1,801			178			(4,709	)
		Other long-term liabilities		(5,852	)		5,337			2,138
Net cash provided by operating activities				37,671			33,613			13,525
Investing activities
Cash paid for acquisitions, net of cash acquired				(4,715	)		(255,446	)		378
Proceeds from sale of business units, net of cash and transaction costs				341			1,752			—
Purchases of property and equipment				(15,601	)		(8,543	)		(4,050	)
Net cash used in investing activities				(19,975	)		(262,237	)		(3,672	)
Financing activities
Repayments of long-term debt				(14,282	)		(38,620	)		(16,333	)
Proceeds from issuance of long-term debt				4,998			203,596			—
Payments of deferred financing costs				—			(8,073	)		—
Proceeds from issuance of preferred and common stock				200			87,201			—
Repurchase and retirement of preferred and common stock				—			(220	)		—
Net cash (used in) provided by financing activities				(9,084	)		243,884			(16,333	)
Increase (decrease) in cash and cash equivalents				8,612			15,260			(6,480	)
Cash and cash equivalents at beginning of period				15,804			544			7,024
Cash and cash equivalents at end of period			$	24,416		$	15,804		$	544
Supplemental disclosure of noncash activities
Accrued dividends on Redeemable Class A preferred stock			$	15,069		$	8,561		$	5,860
Issuance of note receivable for Redeemable Class A preferred stock and common stock			$	—		$	100		$	—

See accompanying notes.

F-16

National Mentor Holdings, Inc.

Notes to Consolidated Financial Statements

(Amounts in thousands, except share and per share amounts)

September 30, 2004

1. Organization

        National Mentor Holdings, Inc. (Holdings), through its wholly owned subsidiaries (collectively, the Company), is a provider of home and community-based services to (i) individuals with mental retardation and/or developmental disabilities; (ii) at-risk children and youth with emotional, behavioral or medically complex needs; and (iii) persons with acquired brain injury (ABI). The Company offers a range of services in the areas of behavioral health, rehabilitation and developmental disabilities.

2. Significant Accounting Policies

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America require the appropriate application of certain accounting policies, many of which require the company to make estimates and assumptions about future events and their impact on amounts reported in the financial statements and related notes. Since future events and the impact of those events cannot be determined with certainty, the actual results will inevitably differ from the Company's estimates. These differences could be material to the financial statements.

        The Company believes the application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are constantly reevaluated, and adjustments are made when facts and circumstances dictate a change. Historically, the Company's application of accounting policies has been appropriate, and actual results have not differed materially from those determined using estimates.

Cash Equivalents

        The Company considers short-term investments with maturity dates of 90 days or less at the date of purchase to be cash equivalents. Cash equivalents primarily consist of money market funds. The carrying value of cash equivalents approximates fair value due to their short-term maturity.

Financial Instruments

        Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, certain accrued liabilities, debt and redeemable preferred stock. These instruments are carried at cost, which approximates fair value, with the exception of the redeemable preferred stock, which is carried at cost plus accrued and unpaid dividends. The estimated fair values have been determined using information from market sources and management estimates. Interest rate swaps are carried at fair value (see Note 9).

Concentrations of Credit and Other Risks

        Financial instruments that potentially subject the Company to credit risk primarily consist of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited with federally insured commercial banks in the United States. Cash equivalents have maturities of less than 90 days at the time of purchase.

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        The Company derives its revenues from states, counties, and regional governmental agencies. These entities fund a significant portion of their payments to the Company through federal matching funds. These funds pass through various state and local government agencies. Management believes that due to the diversity of the state and local government agency payor base, it is doubtful that a given set of economic conditions or legislative actions would impact the payor base in a similar manner.

Revenue Recognition

        Revenues are reported net of any provider taxes or gross receipts taxes levied by certain states on services the Company provides, which are $4,434, $1,194 and $0 for the years ended September 30, 2004, 2003 and 2002, respectively. The Company follows Staff Accounting Bulletin (SAB) 104, Revenue Recognition, which requires that revenue can only be recognized when evidence of an arrangement exists, the service has been provided, the price is fixed or determinable and collectibility is probable. The Company recognizes revenues for services performed pursuant to contracts with various state and local government agencies and private health care agencies as follows: cost-reimbursement contract revenues are recognized at the time the service costs are incurred and units-of-service contract revenues are recognized at the time the service is provided. For the Company's cost-reimbursement contracts, the rate provided by the payor is based on a certain level and types of costs being incurred in delivering the service. From time to time, the Company receives payments under cost-reimbursement contracts in excess of the allowable costs required to support those revenues. In such instances, the Company records a liability for payments that are in excess of allowable costs. At the end of the contract period, any balance of excess payments is maintained as a liability for reimbursement to the payor. Revenues in the future may be affected by changes in rate-setting structures, methodologies or interpretations that may be enacted in states where the Company operates or by the federal government. To date, the Company has not encountered any rate-setting changes of significance.

Cost of Revenues

        The Company classifies expenses directly related to providing services as cost of revenues, except for depreciation and amortization related to cost of revenues, which are shown separately in the consolidated income statement. Such costs principally include salaries and benefits for service provider employees and contracted caregivers, transportation costs for patients requiring services, certain patient expenses such as food, drugs and medicine, residential occupancy expenses, which primarily comprise rent and utilities, and other miscellaneous direct service-related expenses.

Property and Equipment

        Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company provides for depreciation using straight-line methods over the estimated useful lives of the related assets. Estimated useful lives for buildings are 30 years. The useful lives of computer hardware and software are three years, and the useful lives for furniture and equipment range from three to ten years. Leasehold improvements are amortized on a straight-line basis over the lesser of the lease term or the useful life of the property. Expenditures for maintenance and repairs are charged to operating expenses as incurred.

F-18

Capitalized Software Developed for Internal Use

        The Company accounts for software developed for internal use under Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use (SOP 98-1), and Emerging Task Force Issue 00-2, Accounting for Website Development Costs (EITF 00-2). Expenses incurred by the Company to enhance, manage, monitor and operate the Company's website are expensed as incurred, except for costs that provide additional functionality, which are capitalized in accordance with SOP 98-1 and EITF 00-2.

        As of September 30, 2004 and 2003, the Company had capitalized $3,325 of internally developed software costs, which is included in property and equipment in the accompanying consolidated balance sheets. The net book value of the internally developed software is $3 and $741 at September 30, 2004 and 2003, respectively. The internally developed software costs primarily relate to the Company's Oracle implementation, and the Company's intranet site. These costs are being depreciated on a straight-line basis over the useful lives, which range from one to five years.

        For the years ended September 30, 2004, 2003, and 2002, amortization expense relating to capitalized software developed for internal use was $738, $665 and $744, respectively.

Accounts Receivables

        Accounts receivable primarily consist of amounts due from Medicaid programs, state and local governments, not-for-profit providers, and commercial insurance companies. An estimated allowance for doubtful accounts receivable is recorded to the extent it is probable that a portion or all of a particular account will not be collected. In evaluating the collectibility of accounts receivable, we consider a number of factors, including payment trends in individual states, age of the accounts, and the status of ongoing disputes with third-party payors. Complex rules and regulations regarding billing and timely filing requirements in various states are also a factor in our assessment of the collectibility of accounts receivable. Actual collections of accounts receivable in subsequent periods may require changes in the estimated allowance for doubtful accounts. Changes in these estimates are charged or credited to revenue in the Income Statement in the period of the change in estimate. The Company has allowances for doubtful accounts and sales allowances that aggregate $4,752 and $3,600 at September 30, 2004 and 2003, respectively.

Reserves for Self-Insurance

        The Company self-insures a substantial portion of its health, workers compensation, auto and professional and general liability programs. The Company records expenses related to claims on an incurred basis, which includes maintaining fully developed reserves for both reported and unreported claims. The reserves for the health and workers compensation programs may be based on analysis performed internally by management and actuarially determined estimates by independent third party actuaries. In consultation with an independent third party claims administrator, the Company establishes reserves for professional and general liability claims. While the Company believes that its estimates of reserves are adequate, the ultimate liability may be greater or less than the aggregate amount of reserves recorded. Reserves relating to prior periods are continually reevaluated and

F-19

increased or decreased based on new information. As such, these changes in estimates are recorded as charges or credits to the results of operations in a subsequent period of the change in estimate.

Goodwill and Intangible Assets

        Prior to October 1, 2002, pursuant to APB 17, Intangible Assets, goodwill and intangible assets were amortized using the straight-line method over their respective estimated useful lives.

        On October 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations (SFAS 141) for all business combinations consummated after June 1, 2001. SFAS 141 requires that all business combinations be accounted for using the purchase method and further clarifies the criteria for recognition of intangible assets separately from goodwill.

        On October 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142). The Company reviews costs of purchased businesses in excess of net assets acquired (goodwill), and indefinite-lived intangible assets for impairment at least annually, unless significant changes in circumstances indicate a potential impairment may have occurred sooner. The Company is required to test goodwill on a reporting unit basis. A reporting unit is the operating segment unless, for businesses within that operating segment, discrete financial information is prepared and regularly reviewed by management, in which case such a component business is the reporting unit. The Company uses a fair value approach to test goodwill for impairment and recognize an impairment charge for the amount, if any, by which the carrying amount of goodwill exceeds fair value. The impairment test for indefinite-lived intangible assets requires the determination of the fair value of the intangible asset. If the fair value of the intangible asset is less than its carrying value, an impairment loss should be recognized in an amount equal to the difference. Fair values are established using the discounted cash flow and comparative market multiple methods. Upon adoption, the Company reclassified the net assembled workforce balance of $8,264 to goodwill in accordance with SFAS 142. Therefore, the assembled workforce is no longer amortized and is reviewed at least annually for impairment, unless significant changes in circumstances indicate a potential impairment may have occurred sooner.

        Discounted cash flows are based on management's estimates of the Company's future performance. As such, actual results may differ from these estimates and lead to a revaluation of the Company's goodwill and intangible assets. If updated calculations indicated that the fair value of goodwill or any indefinite-lived intangibles to be less than the carrying value of the asset, an impairment charge would be recorded in the results of operations in the period of the change in estimate.

Impairment of Long-Lived Assets

        On October 1, 2002, the Company adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). Under SFAS 144, the Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows of the asset. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded based upon various techniques to estimate fair value. The adoption of SFAS No. 144 did not have any impact on the Company's balance sheets or statements of operations.

F-20

Income Taxes

        The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. Under FAS 109, the asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined by multiplying the differences between the financial reporting and tax reporting bases for assets and liabilities by the enacted tax rates expected to be in effect when such differences are recovered or settled. These deferred tax assets and liabilities are separated into current and long-term amounts based on the classification of the related assets and liabilities for financial reporting purposes. Valuation allowances on deferred tax assets are estimated based on the Company's assessment of the realizability of such amounts.

Derivative Financial Instruments

        The Company uses derivative financial instruments to manage the risk of interest rate fluctuations on debt and accounts for derivative financial instruments in accordance with Financial Accounting Standard No. 133, Accounting for Derivative Instruments and Hedging Activities (FAS 133), as amended, which requires that all derivative instruments be reported on the balance sheet at fair value and establishes criteria for designation and effectiveness of hedging relationships. Changes in the fair value of derivatives are recorded each period in current operations or in stockholders' equity as other comprehensive income (loss) depending upon whether the derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction.

        The Company, from time to time, enters into interest rate swap agreements to hedge against variability in cash flows resulting from fluctuations in the benchmark interest rate on its debt. These agreements involve the exchange of variable interest rates for fixed interest rates over the life of the agreement without an exchange of the notional amount upon which the payments are based. The differential to be received or paid as interest rates change is accrued and recognized as an adjustment of other income or expense in the accompanying consolidated income statements or as a change to stockholders' equity, depending on whether the transaction qualifies as a hedge. The related amount receivable from or payable to counterparties is included as an asset or liability in the Company's consolidated balance sheet (see Note 9).

        Hedges of underlying exposure are designated as part of a hedge transaction and documented at the inception of the hedge. Whenever it qualifies, the Company uses the shortcut method to satisfy hedge effectiveness requirements. Under this approach, the Company exactly matches the terms of the interest rate swap to the terms of the underlying debt and therefore may assume 100% hedge effectiveness with no formal quarterly assessment of effectiveness or measurement of ineffectiveness. The entire change in fair market value is recorded in the stockholders' equity as other comprehensive income (loss).

Stock-Based Compensation

        SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123), requires the measurement of the fair value of stock options or warrants granted to employees to be included in the income statement or, alternatively, disclosed in the notes to consolidated financial statements. The Company

F-21

accounts for stock-based compensation of employees under the intrinsic value method of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and has elected the disclosure-only alternative under SFAS 123. In January 2003, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure (SFAS 148), an amendment of SFAS 123, which provides 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 prominent disclosures in annual financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 is effective for the Company for the year ended September 30, 2003. The Company has determined that it will continue to account for stock-based compensation for employees under APB 25and has elected the disclosure-only alternative under SFAS 123 and has provided the enhanced disclosures as required by SFAS 148.

        At September 30, 2004, the Company has one stock-based employee compensation plan, which is more fully described in Note 17. The Company accounts for the plan under the recognition and measurement principles of APB 25 and related interpretations. Stock-based compensation cost of approximately $26, $49 and $0 is reflected in net income at September 30, 2004, 2003 and 2002, respectively, related to options granted in 2002 under the plan that had an exercise price less than the fair value of the underlying common stock on the date of grant. The following table illustrates the effect on net income if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation based on the utilization of the minimum value option-pricing model with the following assumptions:

	2004		2003		2002
Risk-free interest rates		4.14%		3.97%		4.22%
Expected dividend yield		—		—
Expected life		10 years		10 years		10 years
Expected volatility		—		—
Weighted-average fair value of options granted	$	2.37	$	1.31	$	2.34
Weighted-average remaining contractual life of options granted		8.75 years		8.68 years		9.11 years

        Because options vest over several years and additional option grants are expected to be made in future years, the below pro forma effects are not necessarily indicative of the pro forma effects on future years.

	2004			2003			2002
Net income, as reported	$	10,183		$	5,942		$	1,090
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		14			28			—
Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects		(173	)		(48	)		(30	)
Pro forma net income	$	10,024		$	5,922		$	1,060

F-22

Comprehensive Income (Loss)

        Comprehensive income (loss) is defined as the change in equity of a company during a period from transactions and other events and circumstances, excluding transactions resulting from investments by owners and distributions to owners. Other comprehensive income (loss) consists of gains and losses on interest swaps, net of tax.

Reclassifications

        Certain 2003 amounts have been reclassified to conform to the 2004 presentation.

Recent Accounting Pronouncements

        In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46) to clarify the conditions under which assets, liabilities and activities of another entity should be consolidated into the financial statements of a company. FIN 46 requires the consolidation of a variable interest entity by the primary beneficiary of the entity. The primary beneficiary is the entity that bears the majority of the risk of loss from the variable interest entity's activities, is entitled to receive a majority of the variable interest entity's residual returns or both. Many variable interest entities have commonly been referred to as special-purpose entities or off-balance sheet structures, but this guidance applies to a larger population of entities. In general, 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. Management adopted the standard on October 1, 2003. The adoption of FIN46 did not have any impact on the Company's financial position or results of operations.

        In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (SFAS 150). SFAS 150 affects the issuer's accounting for certain types of freestanding financial instruments, including mandatorily redeemable shares, put options and forward purchase contracts and obligations that can be settled with shares. In addition to its requirements for the classification and measurement of financial instruments in its scope, SFAS 150 also requires disclosure about alternative ways of settling the instruments and the capital structure of entities, all of whose shares are mandatorily redeemable. Most of the guidance in SFAS 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective for private companies for fiscal years beginning after December 15, 2004, and for non-public SEC registrants (e.g., public debt offering), SFAS 150 is effective for fiscal periods beginning after December 15, 2003. The adoption of SFAS 150 will change the classification in the financial statements of the redeemable preferred stock such that it will be presented as a liability and the accretion of dividends thereon will be presented as interest expense.

        In December 2004, the FASB issued SFAS 123R, Share Based Payment (Revised 2004) (SFAS 123R), which amends SFAS 123. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the

F-23

fair value of the entity's equity instruments or that may be settled by issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This Statement eliminates the alternative to use APB Opinion No. 25's intrinsic value method of accounting that was provided in SFAS 123 as originally issued. SFAS 123R requires entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards. For public companies, SFAS 123R is effective for awards that are granted, modified, or settled in cash in interim or annual periods beginning after June 15, 2005. For non-public companies, SFAS 123R is effective for awards that are granted, modified, or settled in cash in interim or annual periods beginning after December 15, 2005. Entities with only publicly traded debt would be nonpublic entities for purposes of applying SFAS 123R. The Company has not yet evaluated the effects of implementing this standard.

3. Acquisitions

2001

        On March 9, 2001, the Company acquired National Mentor, Inc. (NMI) and its subsidiaries from Magellan for total consideration of approximately $124,800 (the Transaction). As part of the financing of the Transaction, Madison Dearborn Partners, Inc. (MDP), together with the Company's senior management team, acquired a total of $35,500 of Redeemable Class A Preferred Stock, $5,000 of common stock and provided $15,500 of junior subordinated debt (Junior Subordinated Note Payable) to the Company.

        Additionally, as part of the Transaction, Magellan provided $10,000 in the form of a note to the Company (Note Payable to Seller). The remaining $58,800 was financed by senior credit facilities (referred to herein as the Senior Credit Facilities), under which the Company obtained $85,000 in debt financing consisting of a $40,000 five-year amortizing term-loan (Senior Term Loan) and a $45,000 five-year revolver (Senior Revolver).

        The following summarizes the allocation of the purchase price to the assets acquired and liabilities assumed in the transaction:

Cash	$	10,782
Accounts receivable		27,844
Other assets, current and long-term		12,481
Property and equipment		12,380
Deferred tax assets, current and long-term		1,919
Identifiable intangible assets		27,200
Goodwill		56,904
Accounts payable and accrued expenses		(20,997	)
Deferred tax liabilities, long-term		(1,925	)
Long-term liabilities		(1,788	)
	$	124,800

F-24

        During fiscal 2002, the Company finalized certain components of its purchase price allocation related to the Transaction. The Company received a cash payment of $378 in fiscal 2002 from Magellan as final settlement of the purchase price and also finalized certain preacquisition liabilities totaling $148. Additionally, the finalization of goodwill for tax purposes resulted in a $778 decrease in the current portion of deferred tax assets. The net effect of these adjustments of $252 was recorded as an increase to goodwill in fiscal 2002.

2003

        In fiscal 2003, the Company acquired four companies engaged in behavioral health and human services. Total consideration for the acquired companies was approximately $260,500. The Company accounted for all four acquisitions under the purchase method of accounting in accordance with FAS 141. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based upon their respective fair values. The excess of the purchase price over the estimated fair market value of net tangible assets was allocated to specifically identified intangible assets, with the residual being allocated to goodwill (see Note 5). The respective fair values of intangible assets and property and equipment were based on an independent valuation. The operating results of the acquired entities are included in the consolidated statements of operations since the dates of acquisition.

REM, Inc.

        On May 1, 2003, the Company acquired REM, Inc. (REM), headquartered in Edina, Minnesota (the REM Transaction). Located in 17 states, REM primarily serves individuals with mental retardation and/or developmental disabilities in group home settings. Total consideration was approximately $240,400. MDP, together with the Company's senior management team, acquired a total of $50,600 of Redeemable Class A Preferred Stock and $36,600 of common stock (see Note 10). The proceeds of this stock issuance were utilized in the financing of the REM Transaction. Additionally, as part of the REM Transaction, the seller provided $28,000 in the form of junior subordinated debt (Junior Subordinated Note Payable) to the Company. The remaining $125,200 was financed by senior credit facilities (referred to herein as the Senior Credit Facilities), under which the Company obtained $250,000 in debt financing consisting of a $170,000 six-year amortizing term-loan (Senior Term B Loan) and a $80,000 million four-year revolver (Senior Revolver) (see Note 9). In addition, the Company issued 438,723 warrants to the sellers in the REM Transaction. The warrants have increasing exercise prices from the date of issuance until their expiration date of May 1, 2013 (see Note 10).

F-25

        The following summarizes the allocation of the purchase price to the assets acquired and liabilities assumed in the REM Transaction:

Cash	$	5,015
Accounts receivable		32,105
Other assets, current and long-term		3,659
Property and equipment		96,261
Identifiable intangible assets		113,030
Deferred tax assets, current and long-term		1,170
Goodwill		16,715
Accounts payable and accrued expenses		(21,156	)
Deferred tax liabilities		(6,427	)
Long-term liabilities		(3	)
	$	240,369

        The remaining three acquisitions were financed through the Senior Revolver (see Note 9) and cash on hand. Each acquisition is discussed below. The aggregate purchase price for the acquisitions was allocated as follows:

Cash	$	9
Accounts receivable		1,196
Other assets, current and long-term		75
Property and equipment		3,790
Identifiable intangible assets		4,430
Deferred tax assets, current		230
Goodwill		11,736
Accounts payable and accrued expenses		(971	)
Deferred tax liabilities		(247	)
Long-term liabilities		(147	)
	$	20,101

        During fiscal 2004, the Company finalized certain components of its purchase price allocation related to the acquisitions in 2003. See Note 5.

Family Advocacy Services, Inc.

        On December 16, 2002, the Company acquired the assets of Family Advocacy Services, Inc. and Family Advocacy Services of Virginia, Inc. (collectively, FAS), headquartered in Baltimore, Maryland. FAS provides therapeutic day schools and a continuum of children's services. Total consideration was approximately $7,500 in cash.

F-26

American Habilitation Services, Inc.

        On February 28, 2003, the Company acquired certain assets of American Habilitation Services, Inc. in Georgia, Indiana, Oregon and Arizona (collectively, AHS). AHS provides residential group home and day program services. Total consideration was approximately $12,500 in cash.

New Hope of Pennsylvania, Inc.

        On September 30, 2003, the Company acquired the assets of New Hope of Pennsylvania, Inc. (New Hope). New Hope provides home and school-based counseling services to juveniles in the Commonwealth of Pennsylvania. Total consideration was approximately $92 in cash.

2004

        In fiscal 2004, the Company acquired three companies engaged in behavioral health and human services. On January 5, 2004, the Company acquired certain assets of CRF First Choice Inc., located in Ft. Wayne, Indiana (CRF). CRF provides residential group home services to mentally retarded or developmentally disabled individuals. Total consideration was approximately $86 in cash. On April 30, 2004, the Company acquired the assets of Foster America Inc., headquartered in Tampa, Florida (Foster America). Foster America provides therapeutic foster care services to at risk youth. Total consideration was approximately $4,358 in cash. On June 30, 2004, the Company acquired the assets of CC Lifestyles Inc., located in Madison, MN (CC Lifestyles). CC Lifestyles provides residential group home services to mentally retarded or developmentally disabled individuals. Total consideration was approximately $105 in cash. The aggregate purchase price for the acquisitions was allocated as follows:

Cash	$	(78	)
Accounts receivable		357
Other assets, current and long-term		28
Property and equipment		91
Identifiable intangible assets		1,980
Goodwill		2,559
Accounts payable and accrued expenses		(388	)
	$	4,549

4. Significant Contractual Arrangements

        The Company has several management agreements with subsidiaries of Alliance Health & Human Services (an unrelated entity), including Alliance Human Services, Alliance Children's Services, and Alliance of the Chesapeake Bay (collectively, Alliance). Alliance is a not-for-profit organization that contracts directly with state government agencies. The Company provides clinical and management services in accordance with the terms of its agreements with Alliance. For each state, the Company receives a monthly retainer and a daily rate per client served. The Company has no ownership interest in, and no legal control over, nor does it exert control over Alliance. Total revenue derived by the

F-27

Company from contracts with Alliance was approximately $31,713, $28,391 and $25,019 for the years ended September 30, 2004, 2003, and 2002, respectively. The net amount due from Alliance in connection with the services provided by the Company under the contracts at September 30, 2004 and 2003 was approximately $5,675 and $5,890, respectively, and is included in accounts receivable in the accompanying consolidated balance sheets.

        Additionally, prior to 2000, the Company had provided two demand notes to Alliance initially totaling $1,160. One of these notes, in the amount of $600, was paid in March 2002. The remaining $560 note was paid in May 2003.

5. Goodwill and Intangible Assets

        Intangible assets, resulting from the Company's acquisition of certain businesses (Note 3) accounted for under the purchase method, consist of identifiable assets, including agency contracts, trade names, noncompete/nonsolicit clauses, an intellectual property model, licenses and permits and relationships with contracted caregivers. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives. Various trade names are classified as indefinite-lived intangible assets due to the length of time the trade names have been in existence and the planned use of the trade names for the foreseeable future. The changes in the carrying amount of goodwill for the years ended September 30, 2004 and 2003 are as follows:

	2004			2003
Balance as of October 1	$	86,581		$	59,475
Goodwill acquired during the year		2,559			28,451
Adjustments to goodwill		(232	)		—
Goodwill written off related to disposal of business units		(364	)		(1,345	)
Balance as of September 30	$	88,544		$	86,581

        The adjustments to goodwill in 2004 reflect an additional $166 related to the finalization of the purchase price of the 2003 acquisitions, $(257) related to cash receipts from accounts receivables written off, partially offset by additional reserve requirements for amounts due back to third party payors, and $(141) related to the amortization of excess tax goodwill.

F-28

        Effective October 1, 2002, the Company adopted the provisions of SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142). This statement affects the Company's treatment of goodwill and other intangible assets. This statement requires that goodwill existing at the date of adoption be reviewed for possible impairment, and that impairment tests be periodically repeated, with impaired assets written down to fair value. The Company has determined, based on the guidance of SFAS No. 142, that the Company has three reporting units. The reporting units are the Eastern, Central, and Western Divisions. Intangible assets with finite useful lives will continue to be amortized. Amortization of goodwill and intangible assets with indeterminable lives ceased upon adoption of FAS 142 effective October 1, 2002. As a result, the Company did not record expense related to the amortization of goodwill and indefinite-lived intangible assets during the years ended September 30, 2004 and 2003. The Company recorded expense related to the amortization of goodwill and assembled workforce of approximately $9,585 during the year ended September 30, 2002.

        The Company performed its annual test of impairment of goodwill as of July 1, 2004. Based on the results of the first step of the goodwill impairment test, the Company has determined that no impairment had taken place, as the fair value of each reporting unit exceeded their respective carrying value. Therefore, the second step of the goodwill impairment test was not necessary.

        Intangible assets consist of the following as of September 30, 2004:

Description	Estimated Useful Life	Gross Carrying Value		Accumulated Amortization
Agency contracts	5-13 years	$	93,023	$	10,451
Non-compete/non-solicit	4-5 years		350		146
Relationship with contracted caregivers	3 years		6,184		5,840
Trade names	10 years		500		85
Trade names	Indefinite life		19,192		—
Licenses and permits	10 years		8,062		1,143
Intellectual property models	10 years		550		98
		$	127,861	$	17,763

        Amortization expense was $9,222, $5,574 and $11,805 for the years ended September 30, 2004, 2003 and 2002, respectively.

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        The estimated remaining amortization expense related to intangible assets with finite lives for each of the five succeeding years and thereafter is as follows:

Year ending September 30,
	2005	$	8,574
	2006		8,574
	2007		8,487
	2008		8,157
	2009		8,003
	Thereafter		49,111
		$	90,906

6. Property and Equipment

        Property and equipment consists of the following at September 30:

	2004			2003
Buildings and land	$	90,337		$	84,436
Office and telecommunication equipment		16,463			12,664
Furniture and fixtures		11,444			10,211
Computer hardware and software		11,485			9,428
Leasehold improvements		5,288			4,729
Software developed for internal use		3,325			3,325
Construction in progress		213			—
		138,555			124,793
Less accumulated depreciation and amortization		(24,593	)		(12,912	)
Property and equipment, net	$	113,962		$	111,881

        Depreciation and amortization expense was $12,262, $7,497 and $3,798 for the years ended September 30, 2004, 2003, and 2002, respectively.

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7. Other Current Assets

        Other assets consisted of the following at September 30:

	2004		2003
Prepaid Insurance	$	4,508	$	1,504
Prepaid business expense		4,101		2,534
Other		2,726		3,052
Deferred financing costs		1,445		2,100
Other assets	$	12,780	$	9,190

8. Other Accrued Liabilities

        Other accrued liabilities consisted of the following at September 30:

	2004		2003
Accrued interest	$	14,588	$	294
Deferred revenue		3,611		1,719
Cost reimbursement reserves		2,044		3,332
Accrued insurance		1,942		1,043
Accrued overpayments		1,838		1,236
Accrued professional services		1,440		1,773
Accrued real estate tax		1,359		1,130
Other		2,112		2,652
Other accrued liabilities	$	28,934	$	13,179

9. Financing Arrangements

        The current portion of long term debt reflected below relates to the debt structure established subsequent to year end (Note 18).

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        The Company's debt consists of the following at September 30:

	2004		2003
Senior Term B Loan, principal and interest due in quarterly installments through 2007; variable interest rate (approximately 8% at September 30, 2004)	$	154,725	$	168,977
Senior Revolver, due March 7, 2007; quarterly cash interest payments at a variable interest rate (7% at September 30, 2004)		—		—
Term loan mortgage, principal and interest due in monthly installments through August 1, 2009; variable interest rate (6% at September 30, 2004)		4,968		—
Note Payable to Seller (Magellan), due March 8, 2007; semiannual cash interest payments at 12% beginning September 2001		10,000		10,000
Junior Subordinated Note Payable, due April 30, 2010; interest at 12% payable upon maturity		28,000		28,000
Junior Subordinated Note Payable, due May 30, 2010; interest at 12% payable upon maturity		15,500		15,500
		213,193		222,477
Less current portion		13,110		9,443
Long-term debt	$	200,083	$	213,034

        The priority with regard to the right of payment on the Company's debt is such that the Senior Term B Loan, Senior Revolver (the Senior Credit Facilities) and the term loan mortgage have priority over all of the Company's long-term debt. The Senior Revolver extends to 2008, and the Senior Term B loan extends to 2009 if the Note Payable to Seller (Magellan) is paid in full on or before March 7, 2007. The Junior Subordinated Notes Payable are subordinate to the Note Payable to Seller. The Senior Credit Facilities are secured by substantially all of the assets of the Company. The Senior Credit Facilities contain covenants related to the maintenance of certain financial, operating, and other covenants. The Company was in compliance with all covenants during fiscal 2004 and 2003.

        Interest under the Senior Term B Loan is based, at the Company's election, on the bank's alternate base rate plus 3.50% or the LIBOR rate plus 4.75%, except if, at anytime, the LIBOR rate falls below 3.00%, the base rate used shall be 3.00%. Interest under the Senior Revolver Facility is based, at the Company's election, on the bank's alternate base rate plus 2.25% or the LIBOR rate plus 3.50%.

        The alternate base rate is the greater of the bank's base rate or the federal funds rate plus 0.5% per annum. Cash paid for interest amounted to approximately $13,357, $9,186, and $5,025 for the years ended September 30, 2004 2003, and 2002, respectively.

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        The Senior Revolver has a maximum borrowing limit of $80,000 at September 30, 2004 and 2003. In addition, the Senior Revolver contains limitations on amounts borrowed as follows: (a) borrowings for letters of credit may not exceed $20,000; (b) swingline loans, which are borrowings on the Senior Revolver that are funded within two hours compared to normal borrowings, which are funded within one to three days, may not exceed $10,000; (c) and borrowings to fund acquisitions may not exceed $40,000 during the term of the agreement and $25,000 during any fiscal year. The agreement also provides for a commitment fee of 0.5% on unused borrowings, which is payable on a quarterly basis.

        The term loan mortgage is collateralized by certain buildings and land of the Company. As of September 30, 2004, the carrying value of those buildings and land was $8,512.

        Annual maturities of the Company's long-term debt for the years ending September 30 are as follows:

2005	$	13,110
2006		11,928
2007		23,856
2008		63,744
2009 and thereafter		100,555
	$	213,193

        In 2003, the Company incurred $8,073 in deferred financing costs in connection with the establishment of the new Senior Credit Facilities, which was being amortized under the effective interest rate method over six years, the expected term of the debt. The current portion of deferred financing costs of $1,446 and $2,100 is recorded in other assets as of September 30, 2004 and 2003, respectively. The remaining portion of $0 and $5,202 is recorded as an other long-term asset in the balance sheet as of September 30, 2004 and 2003, respectively. In 2003, the remaining unamortized deferred financing costs from the previous Senior Credit Facility of approximately $2,000 was charged to interest expense when the debt was paid off in May 2003. In 2004, the amortization term of the deferred financing costs was changed in connection with the refinancing described in Note 18. The Company charged approximately $5,855, $772, and $706 to interest expense for the years ended September 30, 2004, 2003 and 2002, respectively, related to amortization of the deferred financing costs. The effect of the change in the estimated life of the deferred financing costs resulted in an additional $4,234 of interest expense for the year ended September 30, 2004.

        Pursuant to the credit facility requirements, the Company has, from time to time, used interest rate swap agreements to convert a portion of its variable rate debt to fixed rate debt under the previous Senior Credit Facilities. Under the current Senior Credit Facility, the Company was obliged to swap one-half of the Term B Loan for a two-year period within 180 days of entering into the agreement. There were no outstanding swap agreements at September 30, 2003. However, in October 2003, the Company entered into four, two-year interest rate swap agreements with an aggregate notional amount of $85,000, which represents 50% of the Term B Debt, as required by the Senior Credit Facility. These agreements effectively changed the Company's variable interest rate

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exposure on the Senior Term B Loan to approximately 8.14%. The fair value of the swap agreements, representing the estimated amount that the Company would pay to a third party assuming the Company's obligations under the interest rate swap agreements ceased at September 30, 2004, was $(340). The fair value of these agreements was determined by independent commercial bankers and represents the fair value based on pricing models and formulas using current assumptions. Hedges of underlying exposure are designated as part of a hedge transaction and documented at the inception of the hedge. Whenever it qualifies, the Company uses the shortcut method to satisfy hedge effectiveness requirements. Under this approach, the Company exactly matches the terms of the interest rate swap to the terms of the underlying debt and therefore may assume 100% hedge effectiveness with no formal quarterly assessment of effectiveness or measurement of ineffectiveness. The entire change in fair market value is recorded in stockholders' equity net of tax as other comprehensive loss of $203 and $0 at September 30, 2004 and 2003, respectively.

        In March and July 2001, the Company entered into three interest rate swap agreements with commercial banks, with an aggregate notional amount of $40,000, which matured between March and April 2003. These agreements effectively changed the Company's variable interest rate exposure on the previous Senior Term Loan to a fixed rate ranging from 4.4% to 5.3%. The fair value of the swap agreements, representing the estimated amount that the Company would pay to a third party assuming the Company's obligations under the interest rate swap agreements ceased at September 30, 2002, was $769. The change in fair value has been recorded as other income or expense in the 2003 consolidated statements of operations. The related amount payable to counterparties is included as a liability in the Company's 2003 consolidated balance sheet. The fair value of these agreements was determined by independent commercial bankers and represented the fair value based on pricing models and formulas using current assumptions.

10. Redeemable Class A Preferred Stock and Stockholders' Equity (Deficit)

        As part of the Transaction in March 2001, 5,000,000 shares of common stock at $1.00 per share and 35,500 shares of Redeemable Class A preferred stock (Class A Preferred Stock) at $1,000 per share were sold to MDP and certain members of the Company's management team. As part of the Transaction, the Company implemented an Executive Deferred Compensation Plan (the Plan), which permits certain management employees to elect to defer a portion of their compensation, on a pretax basis. Of the Class A Preferred Stock purchased, $2,050 was funded by way of the Company's Executive Deferred Compensation Plan. The Plan has invested all funds in the Company's Class A Preferred Stock at September 30, 2004 and 2003. Accordingly, the deferred compensation balance has been classified with the Class A Preferred Stock outside of stockholders' equity at September 30, 2004 and 2003. This amount was recorded as long-term liability and a reduction of Class A Preferred Stock in the accompanying consolidated balance sheets. The accrued and unpaid dividends related to the shares held by the Plan of approximately $426 and $371 were recorded as compensation expense in the accompanying consolidated statement of operations for the years ended September 30, 2004 and 2003, respectively, in accordance with Emerging Task Force Issue 97-14, Accounting for Deferred Compensation Arrangements Where Amounts Are Held in a Rabbi Trust and Invested (EITF 97-14). This

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Plan was terminated and preferred stock and accrued dividends were paid out in connection with the refinancing described in Note 18.

        In conjunction with the REM Transaction (see Note 3), on May 1, 2003, 5,226,661 shares of common stock at $7.00 per share and 50,615 shares of Redeemable Class A Preferred Stock (Class A Preferred Stock) at $1,000 per share were sold to MDP and certain members of the Company's management team, for a total aggregate investment of $87,200. The proceeds of this stock issuance were utilized in the financing of the REM Transaction. In addition, the Company issued 438,723 warrants to the sellers in the REM Transaction. The warrants expire on May 1, 2013. The exercise price increases on a straight-line basis over the term of the warrants, ranging from $10.11 to $32.10 for the first five years, and $43.36 to $124.20 for the remaining five years. Holders may exercise only immediately prior to or concurrently with the occurrence of a liquidity event, such as a qualified public offering or a sale of the Company, that occurs, if at all, prior to the tenth anniversary of the date of issuance and at no other time. The fair value of the warrants was determined based on an independent valuation and deemed to be insignificant.

        In connection with an employment arrangement executed with a member of the Company's management team in August 2001, the Company sold 116,578 shares of common stock to such officer at $1.00 per share, the deemed fair value of the stock. As part of the arrangement, 488 shares of Class A Preferred Stock were issued to the officer for a full recourse note receivable of $488, which bears interest at 8%. The note and all accrued interest is due on August 20, 2006, and may be extended by the officer to December 31, 2008, with 60 days prior written notice to the Company. The note has been classified as a reduction of Class A Preferred Stock. In connection with the refinancing described in Note 18, the preferred stock was redeemed and the note and all accrued interest was repaid and retired.

        In connection with an employment arrangement executed with a member of the Company's management team in December 2002, the Company sold 12,210.5 shares of common stock to such officer at $4.00 per share, the deemed fair value of the stock, and 51.158 shares of Class A Preferred Stock at $1,000 per share. As part of the agreement, the shares were issued to the officer for a full recourse note receivable of $100, which bears interest at 8%. The note and all accrued interest is due on December 13, 2007, and may be extended by the officer to December 13, 2010, with 60 days prior written notice to the Company. The note has been classified as a reduction of common stock and Class A Preferred Stock. In connection with the refinancing described in Note 18, the preferred stock was redeemed and all accrued interest and $41 of the note balance was repaid and retired. After this transaction, the remaining balance of the note was $59.

        In connection with an employment arrangement executed with a member of the Company's management team in September 2004, the Company sold 21,249 shares of common stock to such officer at $7.00 per share. The Board of Directors of the Company has determined the fair value of the Company's Common Stock in its good faith judgment, using a variety of widely accepted valuation techniques. The valuation considers a number of factors, including the financial and operating performance of the Company, the values of similarly situated companies and the lack of marketability of the Company's Common Stock. The Board of Directors has determined the fair value of the

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Company's common stock to be $8.50 at September 30, 2004. The Company recorded compensation expense of $32 for the differences between the price of the common stock and the deemed fair value.

        On December 23, 2003, 2,941.02 shares of common stock at $7.00 per share and 29.41 shares of Redeemable Class A Preferred Stock (Class A Preferred Stock) at $1,000 per share were sold for a total aggregate investment of $50.

        All common stock and Class A Preferred Stock purchased by members of the Company's management team (referred to herein as Executive Stock) has certain restrictions and options. Forty percent of common stock purchased by management, or 315,574 shares at September 30, 2004, and 324,253 shares at September 30, 2003, has a vesting period of four years from the date of purchase. In the event a holder of Executive Stock ceases to be employed by the Company for any reason, the Executive Stock is subject to repurchase by the Company or MDP. The purchase price of such repurchase will be the fair market value of the Executive Stock for vested shares and the lesser of the original purchase price or fair market value for unvested shares. At September 30, 2004 and 2003, 242,633 and 166,226 shares were vested, respectively. All other Executive Stock was fully vested upon purchase. Furthermore, the Executive Stock has a limited put option, where in the event the executive leaves the Company for reasons of personal hardship, such executive has a right to sell to the Company a sufficient number of shares at the then fair value of Executive Stock (including accrued dividends) such that the aggregate purchase price equals the original purchase price.

Redeemable Class A Preferred Stock (Class A Preferred Stock)

        The Class A Preferred Stock has the following preferences:

Dividends

        The holders of Class A Preferred Stock are entitled to receive stock dividends at an annual rate of 14% based on the liquidation value of $1,000 per Class A Preferred share plus any accrued and unpaid dividends, in preference to dividends on common stock. The dividends are cumulative and accrue whether or not declared by the Board of Directors. The dividends accrue until the earlier of: (1) the liquidation of the Company or the redemption of the Class A Preferred Stock by the Company; or (2) upon acquisition of the Company. Cumulative unpaid dividends on the Class A Preferred Stock of approximately $15,069 and $8,561 have been charged to retained earnings in the years ended September 30, 2004 and 2003, respectively, and are included in the carrying value of the Class A Preferred Stock.

Voting

        The Class A Preferred Stock is nonvoting.

Conversion

        The Class A Preferred Stock has no conversion features.

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Liquidation

        In the event of a liquidation, dissolution or winding-up of the Company, the holders of shares of Class A Preferred Stock will receive, in preference to all common stockholders, an amount equal to $1,000 per share plus accrued and unpaid dividends on such shares.

Redemption

        On December 31, 2008, the Company is required to redeem all outstanding shares of Class A Preferred Stock at a price equal to a liquidation value of $1,000 per share plus accrued and unpaid dividends. The Company may redeem all or any portion of the Class A Preferred Stock shares prior to the scheduled redemption date for $1,000 per share plus accrued and unpaid dividends. Shares of Class A Preferred Stock also are redeemable at the sole option of the majority of shareholders of the Class A Preferred Stock in the event of a public offering of the Company's Common Stock or the transfer of ownership of the Company. All Class A stock was redeemed in connection with the Company's refinancing on November 4, 2004 as described in Note 18.

Common Stock

        The common stock has the following features:

Dividends

        The holders of common stock are entitled to receive dividends when and if declared by the Company's Board of Directors.

Voting

        The holders of common stock are entitled to one vote per share.

Liquidation

        Subject to the provisions pertaining to the liquidation preferences of the holders of the Class A Preferred Stock, the holders of common stock are entitled to participate ratably, on a per share basis, in all distributions to the holders of common stock in any liquidation, dissolution or winding-up of the Company.

11. Employee Savings and Retirement Plans

        On January 1, 2004 various 401(k) plans and a qualified profit sharing plan were merged into a single multi-company plan (the Plan) covering all of the wholly-owned subsidiaries of the Company. Under the Plan, employees may contribute a portion of their earnings which are invested in options of their choice. After January 1, the Company makes a matching contribution for the previous calendar year on behalf of all participants employed on the last day of the year. This matching contribution vests immediately. In addition, there is a profit sharing feature of the Plan, whereby, at the discretion of management, an allocation may be made to all of the eligible employees in one or more of the

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subsidiaries. Profit sharing contributions vest ratably over three years with forfeitures available to cover plan costs and employer matches in future years. The Company made contributions of approximately $2,497, $1,272 and $307 to this and predecessor plans for the years ended September 2004, 2003 and 2002, respectively.

        The Company also maintains various nonqualified plans for highly compensated employees (the Plans). Two of these Plans held preferred stock of the Company and phantom preferred stock that was provided to management as a result of acquisitions. These plans were terminated in connection with the refinancing (see note 18) with all participants receiving the accreted value. The other remaining plans are unfunded and consist of salary deferrals by executives and contributions by the company. The Company has made no contributions to date and accrued liabilities of approximately $342, $184 and $100 related to these plans for the years ended September 2004, 2003 and 2002, respectively.

12. Related Party Transactions

        In March 2001, the Company entered into a management services agreement with MDP, the majority stockholder of the Company, under which MDP performs certain management, financing and strategic functions as directed by the Company's Board of Directors for an annual fee of $250 plus out-of-pocket expenses. During the years ended September 30, 2004, 2003, and 2002, the Company incurred $257, $258 and $254, respectively, of management fees and expenses under such agreement. In addition, MDP performed services related to the REM Transaction, including acquisition consulting and consulting related to the debt financing. Acquisition consulting services included due diligence and structuring of the terms of the purchase agreement. Debt financing consulting services included assistance with securing debt ratings and negotiation of the debt agreement and pricing. Fees for the above services were approximately $2,000, of which $1,430 was allocated to goodwill and $570 to deferred financing costs. This allocation was based on average allocations for deal advisory fees and equity placement fees per industry standards.

        In December 2002, the Company entered into a lease agreement for a school building with Ashwood Drive LLC, which is owned by an employee of the Company. The lease expires on June 30, 2007. The Company incurred approximately $309 and $235 in rent expense during the year ended September 30, 2004 and 2003, respectively, related to this lease. This lease relates to the acquisition of FAS, and the fair market value of this leasehold was determined in conjunction with the independent valuation of the fair values of the intangible assets of FAS. This leasehold was determined to be unfavorable as the contracted rent is greater than the market rent for comparable space on comparable leasehold terms. The value of this unfavorable leasehold was determined to be $140, and, in accordance with FAS 141, the Company recorded a short-term liability in other accrued liabilities and a long-term liability in other long-term liabilities in the consolidated balance sheet for the amount by which the contract rent is greater than the market rent over the remaining contractual life of the lease. The offset to this liability assumed related to purchase accounting was an increase to goodwill. This liability is amortized over the life of the lease and reduces rent expense. The amount recorded as a liability related to this unfavorable leasehold is $86 and $117 at September 30, 2004 and 2003, respectively.

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        In connection with the employment arrangement described in Note 10, the Company also entered into a $250 revolving loan agreement with a member of its management team. Under this agreement, the Company agreed to make loans to this executive from December 1, 2002 through the earlier of December 31, 2004, or an employment termination date, in an aggregate amount not to exceed $250. Loans shall only be made during any fiscal year of the Company in which the Company fails to meet or exceed its performance targets, as determined by the Board of Directors, and as a result, the officer will not receive additional compensation that would have been paid had such target been met. The revolver bears an annual interest rate of 8% with interest payments due quarterly commencing December 31, 2002. The full amount of interest and principal is due December 31, 2007. The amounts due under this note are fully recourse to the officer and are secured by a pledge of all common and preferred shares referenced in Note 11 and any proceeds thereof. There have been no loans to date under this agreement at September 30, 2004. Prior to the refinancing described in Note 18, the executive voluntarily cancelled this facility.

13. Operating Leases

        The Company leases office and client residential facilities, vehicles and certain office equipment in several locations under operating lease arrangements, which expire at various dates through 2014. In addition to base rents presented below, the majority of the leases require payments for additional expenses such as taxes, maintenance and utilities. Certain of the leases contain renewal options at the Company's option. Total rent expense was $22,987, $16,867 and $10,885 for the years ended September 30, 2004, 2003, and 2002, respectively.

        Future minimum lease payments for noncancelable operating leases for the years ending September 30 are as follows:

2005	$	17,261
2006		12,501
2007		9,250
2008		5,819
2009		2,896
Thereafter		3,178
	$	50,905

14. Commitments and Contingencies

        The Company maintains commercial general and professional liability insurance under a policy with self-insured retention limits. Management intends to maintain such coverage in the future and is of the opinion that its insurance coverage is adequate to cover potential losses on asserted claims. Management is unaware of any incidents that would ultimately result in a loss in excess of the Company's insurance coverage. Worker's compensation claims are covered under an insurance program subject to a deductible. Costs are accrued up to the deductible amount based on the aggregate of the liability for reported claims and an estimated liability for claims incurred but not reported.

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        The Company issued approximately $18,630 and $12,000 in standby letters of credit as of September 30, 2004 and 2003, respectively, related to the Company's workers' compensation insurance coverage. These letters of credit are secured by the Senior Revolver in the event the letters of credit are drawn upon.

        The Company is involved in litigation arising in the ordinary course of business. The Company provides reserves for its estimates of the ultimate loss arising from such matters and the ultimate outcomes of these matters could impact, both positively and negatively, the results of operations and cash flows of any one quarter or year. While there can be no assurance with respect thereto, management believes that after final disposition, any financial impact to the Company on current pending matters would not be material to the Company's financial position or results of operations.

15. Income Taxes

        The provision for income taxes consists of the following:

		September 30
		2004		2003		2002
Current:
	Federal	$	4,015	$	2,851	$	4,345
	State		2,470		1,431		1,086
Total current taxes payable			6,485		4,282		5,431
Net deferred tax expense (benefit)			1,938		180		(4,705	)
Income tax provision		$	8,423	$	4,462	$	726

        The Company paid income taxes of $9,464, $2,792 and $6,315 during the years ended September 30, 2004, 2003, and 2002, respectively.

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of the assets and liabilities for financial reporting purposes and the amounts used for income

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tax purposes. Significant components of the Company's deferred tax assets and liabilities at September 30 are as follows:

		September 30
		2004			2003
Gross deferred tax assets:
	Amortization of goodwill and intangible assets	$	—		$	481
	Deferred compensation		2,247			1,548
	Interest rate swap agreements		137			—
	Accrued workers' compensation		3,505			2,386
	Accrued payroll and related costs		—			373
	Net operating loss carryforwards		3,413			1,608
	Other accrued liabilities		872			1,341
	Allowance for bad debts		1,483			843
	Capital loss carryforward		97			—
	Other		114			114
			11,868			8,694
	Valuation reserve		(3,665	)		(1,763	)
Deferred tax assets			8,203			6,931
Deferred tax liabilities:
	Depreciation and amortization		(9,645	)		(7,186	)
	Amortization of goodwill and intangible assets		(574	)		—
	Accrued payroll & related costs		(40	)		—
Net deferred tax (liabilities) assets		$	(2,056	)	$	(255	)

        FAS 109 requires a valuation allowance to reduce the deferred tax assets recorded if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, management has determined that a $3,665 and $1,763 valuation allowance at September 30, 2004 and 2003, respectively, is necessary to reduce the deferred tax assets to the amount that will more likely than not be realized. The valuation allowance relates primarily to certain state net operating loss carryforwards. At September 30, 2004 and 2003, the Company has net operating loss carryforwards of approximately $62,000 and $26,000, respectively, for state income tax purposes, which expire from 2006 through 2009.

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        The following is a reconciliation between the statutory and effective income tax rates:

	September 30
	2004		2003		2002
Federal income tax at statutory rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal tax benefit	10.0		8.2		6.9
Other nondeductible expenses	1.0		0.9		3.7
Credits	(0.3	)	—		—
Change in rate on cumulative temporary items	—		(1.3	)	(3.7	)
Other	(0.5	)	0.1		(1.9	)
Effective tax rate	45.2	%	42.9	%	40.0	%

16. Segment Information

        The Company provides home and community-based human services for individuals with mental retardation and other developmental disabilities, at-risk youth and persons with acquired brain injury. The Company operates its business in three operating divisions: an Eastern Division, a Central Division and a Western Division. For the reasons discussed below, the Company's operating divisions are aggregated to represent one reportable segment, human services, under SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information (SFAS 131). Accordingly, the accompanying consolidated financial statements reflect the operating results of the Company's reportable segment. The aggregate of the Company's Eastern, Central and Western operating divisions meets the definition of a segment in SFAS 131 as each of the three divisions engages in business activities that earn revenues and incur expenses, its operating results are regularly reviewed by management (comprising the Company's chief operating decision-maker) to assess its performance and make decisions about resources to be allocated to the respective division, and discrete financial information is available in the form of detailed income statements. The Company's three service lines, which comprise mental retardation and other developmental disabilities, at-risk youth and persons with acquired brain injury do not represent operating segments per SFAS 131 as management does not internally evaluate the operating performance or review the results of the service lines to assess performance or make decisions about allocating resources. Net revenues is the only financial information available by service line and, therefore, discrete financial information is not available by service line at the level necessary for management to assess performance or make resource allocation decisions.

        The Company's Eastern, Central and Western operating divisions are combined into one reportable segment in accordance with the criteria outlined in SFAS 131. The aggregation of the three operating divisions is consistent with the objective and basic principles of SFAS 131 because it provides the users of the financial statements with the same information that management uses to internally evaluate the business. Each of the Company's operating divisions provide the same types of services discussed above to similar customer groups, principally individuals. All of the operating divisions have similar economic characteristics, such as similar long-term gross margins. All of the operating divisions

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follow the same operating procedures and methods in managing their operations, as services are provided in a similar manner. In addition, each operating division operates in a similar regulatory environment, as each operating division has common objectives and regulatory and supervisory responsibilities (e.g., licensing, certification, program standards, regulatory requirements).

        The following table sets forth information about revenue by service line as of September 30:

Service Line Net Revenues

	2004		2003		2002
Mental Retardation/Developmental Disability	$	481,700	$	274,200	$	120,008
At-risk Youth		100,609		90,780		81,208
Acquired Brain Injury		35,075		35,852		33,866
Other		31,109		12,007		6,359
Consolidated Net Revenues	$	648,493	$	412,839	$	241,441

17. Stock Option Plan

        In November 2001, the Board of Directors approved the Company's Stock Option Plan (the 2001 Plan), which provides for the grant of up to 1,282,952 options at September 30, 2004 and 284,063 options at September 30, 2003 to purchase shares of common stock. The 2001 Plan is for directors, officers and key employees of, and certain other individuals who perform services for the Company. The term of each option is ten years from the date of grant. The stock options generally vest ratably over four years. At September 30, 2004 and 2003, 588,202 and 89,063 stock options were available for grant.

        The Board of Directors of the Company has determined the fair value of the Company's common stock in its good faith judgment at each option grant date under the 2001 Plan, using a variety of widely accepted valuation techniques. The valuation considers a number of factors, including the financial and operating performance of the Company, the values of similarly situated companies and the lack of marketability of the Company's common stock.

        In connection with the grant of options to employees under the 2001 Plan through September 30, 2004 and September 30, 2002, the Company recorded deferred compensation of $300 and $108, respectively, for the aggregate differences between the exercise prices of options at their dates of grant and the deemed fair value for accounting purposes of the common stock subject to these options.

        The amount of deferred compensation is included as a reduction of stockholders' equity (deficit) and is being amortized on a straight-line basis over the option vesting periods, which generally are four years. The Company recorded deferred compensation amortization of $26, $49 and $0 for the years ended September 30, 2004, 2003 and 2002, respectively.

F-43

        A summary of stock option activity at September 30 is as follows:

	2004			2003				2002
	Options		Weighted- Average Exercise Price	Options		Weighted- Average Exercise Price		Options		Weighted- Average Exercise Price
Outstanding at beginning of year	189,000		2.79	86,000		$	1.00	—		$	—
Granted	547,000		7.00	115,000			4.00	88,000			1.00
Canceled or forfeited	(41,250	)	5.87	(12,000	)		1.50	(2,000	)		1.00
Outstanding at end of year	694,750		5.92	189,000			2.79	86,000			1.00
Exercisable at end of year	62,375		2.27	19,000			1.00	—			—

        The following table summarizes information about stock options outstanding at September 30, 2004:

	Options Outstanding				Options Exercisable
Exercise Prices	Number Outstanding	Weighted- Average Remaining Contractual Life (Years)	Weighted Average Exercise Price		Number Exercisable	Weighted- Average Exercise Price
$1.00	71,750	7.10	$	1.00	35,875	$	1.00
$4.00	106,000	8.08		4.00	26,500		4.00
$7.00	517,000	9.12		7.00	—		—
	694,750	8.75		5.92	62,375		2.27

18. Subsequent Events

        On November 4, 2004, the Company completed the refinancing of its debt, the redemption of preferred stock and terminated certain deferred compensation plans. The senior credit facilities were amended and restated, and as so amended and restated, consist of an $80,000 revolving credit facility and a $175,000 term loan B facility. These obligations currently incur interest at a rate of LIBOR plus 3.25%, are guaranteed by the Company and its subsidiaries, are secured by substantially all of the Company's assets and are subject to customary covenants. The revolving credit facility terminates in 2010. The term loan B facility has a term of seven years and amortizes one percent per year (paid quarterly) for the first six years, with the remaining balance due in the seventh year. Additional amortization payments are required equal to fifty percent of excess cash flow. Also, the Company issued $150,000 of senior unsecured notes in a private offering. Simultaneously with the offering, the Company entered into a registration rights agreement pursuant to which the Company agreed to file a registration statement with the SEC within 360 days of November 4, 2004. These notes have an eight-year term, no amortization, a coupon rate of 9⁵/8% due biannually and are subject to the

F-44

customary covenants. Finally, as indicated in Note 10, the Company redeemed all outstanding preferred stock and accrued dividends.

        As a consequence of this refinancing, the Company may be in breach of the terms of the Magellan Seller Note. Although the Company was amenable to retiring the note with proceeds from the refinancing, it did not because it had claims and potential claims outstanding against Magellan that the note was the sole security for. From the proceeds of the refinancing, the Company deposited $12,000 in a restricted account to collateralize its liability to Magellan until the pending claims can be resolved.

F-45

REM, Inc. and Affiliates

Unaudited Combined Financial Statements

For the three months ended March 31, 2003 and March 31, 2002

F-46

REM, Inc. and Affiliates

COMBINED BALANCE SHEETS

March 31,

(Unaudited)

				2003		2002
ASSETS
CURRENT ASSETS
	Cash and cash equivalents			$	5,077,743	$	3,078,796
	Accounts receivable, net of allowance				30,901,072		36,397,705
	Current portion of notes receivable				2,018		6,647
	Due from related parties				15,158		—
	Inventories				50,649		92,314
	Prepaid expenses				2,075,112		1,912,149
			Total current assets		38,121,752		41,487,611
INVESTMENTS					—		582,655
PROPERTY AND EQUIPMENT
	Land				1,921,568		1,946,929
	Land improvements				2,009,318		1,934,886
	Buildings				56,265,049		54,899,994
	Building improvements				9,377,874		8,946,136
	Leasehold improvements				1,545,032		1,475,993
	Furniture and equipment				22,798,663		21,387,600
	Vehicles				11,527,488		10,750,236
					105,444,992		101,341,774
	Less accumulated depreciation				46,197,382		42,218,206
					59,247,610		59,123,568
OTHER ASSETS
	Goodwill, net				6,600,194		8,167,221
	Noncompete agreements, net				—		120,417
	Computer software, net				1,633,623		2,420,066
	Deferred loan costs, net				369,324		460,820
	Notes receivable, net of current portion				—		3,614,500
	Other				1,428		519,109
					8,604,569		15,302,133
				$	105,973,931	$	116,495,967
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
	Notes payable to bank			$	—	$	9,067,000
	Current maturities of long-term obligations				2,911,794		3,874,298
	Accounts payable				5,209,115		6,161,865
	Due to third-party payor				1,307,213		1,000,206
	Due to related parties				—		107,224
	Accrued liabilities
		Compensation			9,120,625		8,829,961
		Payroll taxes			4,028,864		3,820,851
		Real estate taxes			1,124,832		1,060,734
		Interest			3,264		4,369
		Retirement benefits			—		1,438,457
		Income taxes			11,363		2,160
			Total current liabilities		23,717,070		35,367,125
LONG-TERM OBLIGATIONS, net of current maturities					44,830,544		49,038,153
COMMITMENTS AND CONTINGENCIES					—		—
SHAREHOLDERS' EQUITY
		Common stock			35,036		36,136
		Additional paid-in capital			5,532,065		4,750,131
		Retained earnings			31,859,216		27,267,942
		Unrealized gain on investment securities available-for-sale			—		36,480
					37,426,317		32,090,689
				$	105,973,931	$	116,495,967

F-47

REM, Inc. and Affiliates

COMBINED STATEMENTS OF EARNINGS AND RETAINED EARNINGS

Three months ended March 31,

(Unaudited)

			2003		2002
Revenue
	Program revenue		$	74,888,121	$	72,975,140
	Furniture and appliance sales			225,808		300,425
	Accounting fees			3,168		3,960
	Rental income			53,634		52,192
	Interest and dividends			92		61,616
	Gain on sale of property and equipment			542,194		28,882
	Office services revenue			16,811		14,826
	Other			150,992		8,793
				75,880,820		73,445,834
Expenses
	Salaries and wages			45,906,546		44,510,821
	Payroll taxes			4,273,453		3,954,873
	Employee insurance			4,472,674		4,149,802
	Retirement benefits			—		1,429,857
	Program supplies and expense			2,799,032		2,463,297
	Day service expense			765,463		801,874
	Provider assessments			471,434		435,491
	Food service			1,884,911		1,773,618
	Vehicle expense			1,270,146		1,107,467
	Office supplies and postage			676,980		674,066
	Telephone			486,678		492,580
	Travel			30,268		60,107
	Dues and subscriptions			74,177		143,025
	Professional fees			1,012,450		340,771
	Meeting expense			21,234		32,529
	Advertising			178,971		230,795
	Licenses and permits			25,304		67,787
	Cost of furniture and appliance sales			173,688		240,307
	Insurance			622,650		286,067
	Maintenance supplies and expense			1,405,403		1,306,144
	Utilities			956,332		772,143
	Real estate taxes			288,327		290,252
	Rent			1,935,879		1,826,046
	Depreciation			1,933,802		1,863,412
	Amortization			353,393		281,616
	Interest			650,179		944,822
	State office			20,230		11,254
				72,689,604		70,490,823
Earnings before income taxes				3,191,216		2,955,011
Income taxes				55,180		87,721
		NET EARNINGS		3,136,036		2,867,290
Retained earnings at beginning of year				28,723,180		24,400,652
Retained earnings at end of year			$	31,859,216	$	27,267,942

F-48

REM, Inc. and Affiliates

STATEMENTS OF CASH FLOWS

Three months ended March 31,

(Unaudited)

					2003			2002
Cash flows from operating activities:
	Cash received for services				$	79,830,887		$	72,506,964
	Cash paid to suppliers and employees					(70,605,566	)		(66,443,604	)
	Interest and dividends received					92			61,616
	Interest paid					(651,250	)		(945,237	)
	Income taxes paid					(168,167	)		(114,171	)
		Net cash provided by operating activities				8,405,996			5,065,568
Cash flows from investing activities:
	Acquisition of property and equipment					(1,435,754	)		(2,227,424	)
	Proceeds from sale of property and equipment					1,758,232			41,023
	Net proceeds from sale of available-for-sale investments					—			42,583
	Net increase in computer software					(6,095	)		(339,331	)
	Net (increase) decrease in deferred loan costs					6,323			(6,222	)
	Net decrease in notes receivable					—			26,990
	Net decrease in other assets					50,668			206,676
		Net cash provided by (used in) investing activities				373,374			(2,255,705	)
Cash flows from financing activities:
	Net payments on notes payable					(4,491,000	)		(1,424,000	)
	Proceeds from long-term obligations					—			669,945
	Payments on long-term obligations					(2,583,978	)		(1,173,411	)
	Capital contributions					706,834			—
	Net payments from affiliates					233,912			45,142
		Net cash used in financing activities				(6,134,232	)		(1,882,324	)
		NET INCREASE IN CASH				2,645,138			927,539
Cash at beginning of year						2,432,605			2,151,257
Cash at end of year					$	5,077,743		$	3,078,796
Reconciliation of net earnings to net cash from operating activities:
	Net earnings				$	3,136,036		$	2,867,290
	Adjustments to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization				2,287,195			2,145,028
		Allowance for doubtful accounts				2,400,000			—
		Gain on sale of property and equipment				(542,194	)		(28,882	)
		Change in current assets and liabilities:
			Accounts receivable			1,519,726			(925,947	)
			Notes receivable			629			—
			Inventories			17,873			8,729
			Prepaid expenses			(206,591	)		(1,192,950	)
			Accounts payable			13,324			1,606,660
			Accrued liabilities			(220,002	)		585,640
				Net cash provided by operating activities	$	8,405,996		$	5,065,568

F-49

REM, Inc. and Affiliates

NOTES TO COMBINED FINANCIAL STATEMENTS

March 31, 2003 and 2002

(Unaudited)

Note 1. Basis of Presentation

        REM, Inc. and Affiliates (the "Companies") provide a variety of services and programs for persons with developmental disabilities, in-home health services, and management services to others in similar fields. The primary business is the operation of group homes and intermediate care facilities for people with mental retardation. One of the Companies operates as a distributor of furniture and equipment to the related Companies and others in similar fields. The Companies operate throughout the United States.

Principles of Combination

        The combined financial statements of REM, Inc. and Affiliates combine the accounts of fifty-three companies that are related through common ownership. Significant intercompany accounts and transactions have been eliminated.

        There are several other companies related through common ownership that have not been included in the combined financial statements due to the unrelated nature of their business.

Note 2. Notes Payable

        Notes payable consist of a bank line of credit that will expire on June 15, 2003. The amount available to the Companies under the line was $21,000,000 at March 31, 2003. Interest is at the bank's base rate with an effective rate of 4.25% at March 31, 2003. As of March 31, 2002, interest was at the bank's base rate less 0.25% with an effective rate of 4.5%.

        The credit agreement also provides for a $4,000,000 letter of credit line that will expire on June 15, 2003. Letters of credit issued reduce the amount available under the line of credit. The Companies had no outstanding letters of credit at March 31, 2003 and 2002.

        The borrowings are collateralized by certain assets, as defined in the security agreements, of the Companies, joint and severally guaranteed by certain Companies and guaranteed by the shareholders of certain Companies. The terms of certain of the Companies' credit agreements require that the Companies meet certain financial covenants on a combined basis such as minimum levels of debt coverage and maximum levels of senior funded debt.

F-50

Note 3. Long-Term Obligations

        Long-term obligations consist of the following at March 31:

	2003		2002
Notes payable to a bank under credit agreements; interest at 4.25% to 8.48% at March 31, 2003 and 4.75% to 8.48% at March 31, 2002; at various times during the term of the loans the interest rate will be adjusted; principal and interest payable monthly through December 2010; collateralized by property; guaranteed by certain shareholders of the Companies	$	45,395,852	$	46,703,143
Notes payable to a leasing company; interest at 6.99% to 8.24% at March 31, 2002		—		1,309,009
Notes payable to a financial institution; interest at 7.13% to 8.65% at March 31, 2002		—		749,074
Notes payable to a financial institution; interest at 6.63% at March 31, 2003 and 2002; principal and interest payable monthly through April 2006; collateralized by property		214,036		836,686
Various notes payable; interest at 0% to 9.75% at March 31, 2003 and 0% to 11.50% at March 31, 2002; certain notes are collateralized by property and equipment		2,132,450		3,314,539
		47,742,338		52,912,451
Less current maturities		2,911,794		3,874,298
	$	44,830,544	$	49,038,153

Note 4. Contingencies

Regulation

        State and county program activities are subject to financial and compliance regulations. To the extent any expenditures are disallowed or other compliance features are not met by the Companies, a liability could result. The Companies are subject to adjustments to the per diem rates in various states based on desk and field audits conducted by state agencies.

        The Companies have recorded a liability for the potential outcomes of these matters as "due to third-party payors." While the ultimate outcome is unknown, management believes the final resolution of the rate adjustments will not exceed the estimate recorded.

Legal Proceedings

        The state of West Virginia has asserted a claim that one of the Companies owes approximately $2,000,000 for unpaid severance and business privilege taxes on behavioral health services for the period 1998 to 2001. While management believes this claim is without merit, they are unable to predict the likelihood of outcome of potential liability that may arise from this matter.

F-51

        The Companies are subject to other legal proceedings in the normal course of business. Management believes that these proceedings will not have a material adverse effect on the combined financial statements.

Note 5. Stock Purchase Agreement

        On January 28, 2003, the shareholders of the Companies entered into a stock purchase agreement with a third party to sell all of the outstanding capital stock of the Companies for cash and other consideration. The transaction closed on May 1, 2003.

F-52

NATIONAL MENTOR, INC.
a direct subsidiary of
NATIONAL MENTOR HOLDINGS, INC.

Offer to Exchange

$150,000,000 of 9⁵/8%
Senior Subordinated Notes due 2012, Series B

for any and all outstanding

$150,000,000 of 9⁵/8%
Senior Subordinated Notes due 2012

PROSPECTUS

                  , 2005

PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20: Indemnification of Directors and Officers.

Delaware General Corporation Law

        Section 145(a) of the Delaware General Corporation Law 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 (other than an action by or in the right of the corporation) by reason of the fact that such person 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 such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person 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 such person's conduct was unlawful.

        Section 145(b) of the Delaware General Corporation Law 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 or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person 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) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person 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 person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

        Section 145(c) of the Delaware General Corporation Law provides that to the extent that 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 Section 145(a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

        Section 145(d) of the Delaware General Corporation Law provides that any indemnification under Section 145(a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 145(a) and (b). Such determination shall be made (1) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

        Section 145(e) of the Delaware General Corporation Law provides that expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not

II-1

entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

        Section 145(f) of the Delaware General Corporation Law provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

        Section 145(g) of the Delaware General Corporation Law provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who 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 any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's capacity as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

National MENTOR Holdings, Inc. Certificate of Incorporation and By-laws

        Holdings' certificate of incorporation provides that to the fullest extent permitted by the Delaware General Corporation Law, as may be amended, none of Holdings' directors shall be liable to it or its stockholders for monetary damages for a breach of fiduciary duty as a director. Holdings' by-laws provide that each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of Holdings or is or was serving at the request of Holdings as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by Holdings to the fullest extent which it is empowered to do so by the Delaware General Corporation Law, against all expense, liability and loss)including attorneys' fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, subject to certain exceptions, Holdings shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of Holdings. The right to indemnification conferred in the By-laws is a contract right and, subject to certain exceptions, shall include the right to be paid by Holdings the expenses incurred in defending any such proceeding in advance of its final disposition.

National MENTOR, Inc. Certificate of Incorporation and By-laws

        The issuer's certificate of incorporation provides that the issuer shall, to the fullest extent permitted by the General Corporation Law of the State of Delaware, as it may be amended and supplemented from time to time, indemnify any and all persons whom it shall have the power to indemnify under law, including without limitation the persons serving from time to time as directors of the issuer, against any expenses, liabilities, or other matters referred to in, covered by, or permitted by such law. The issuer's by-laws provide that the issuer shall indemnify and hold harmless, to the fullest extent permitted by applicable law, any person who was or is a party or is threatened to be made a party or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the issuer) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, trustee, partner, officer, employee or agent of the issuer, or is or was serving at the request of the issuer as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or non-profit entity against all liability, losses, expenses (including attorneys'

II-2

fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such 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 interest of the issuer, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contedere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the issuer, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The issuer shall 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 suite by or in the right of the issuer to procure a judgment in its favor by reason of the fact that he is or was a director, trustee, partner, officer, employee or agent of the issuer, or is or was serving at the request of the issuer as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or non-profit entity against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such 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 issuer; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the issuer unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Other Registrants

        The other registrants are organized in Arizona, California, Colorado, Connecticut, Delaware, Illinois, Indiana, Iowa, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, North Dakota, Ohio, Oklahoma, Pennsylvania, South Carolina, Utah, West Virginia, Wisconsin. Indemnification of such registrants' directors and officers provided by applicable law, by the registrants' organizational documents, by contract or otherwise are substantially similar to that afforded by the directors and officers of National MENTOR Holdings, Inc.

Item 21. Exhibits and Financial Statement Schedules.

(a)

The attached Exhibit Index is incorporated herein by reference.

Item 22. Undertakings.

(a)

The undersigned hereby undertake:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume

II-3

and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, 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.



(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.

(b)

The undersigned hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 such registrant 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 Act and will be governed by the final adjudication of such issue.

(d)

The undersigned hereby undertake to respond to requests for information that is incorporated by reference into the 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 date of the registration statement through the date of responding to the request.

(e)

The undersigned 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 the registration statement when it became effective.

II-4

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, National MENTOR Holdings, Inc., a Delaware corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

NATIONAL MENTOR HOLDINGS, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  GREGORY TORRES Gregory Torres	Chairman and Director
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)
/s/  NICHOLAS W. ALEXOS Nicholas W. Alexos	Director
/s/  TIMOTHY P. SULLIVAN Timothy P. Sullivan	Director
/s/  EUGENE S. SUNSHINE Eugene S. Sunshine	Director

II-5

/s/  PATRICIA WOODWORTH Patricia Woodworth
Director

II-6

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, National MENTOR, Inc., a Delaware corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

NATIONAL MENTOR, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-7

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, National Mentor, LLC, a Delaware limited liability company, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

NATIONAL MENTOR, LLC
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Manager
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Manager
/s/  GREGORY TORRES Gregory Torres	Manager
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Manager

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, National Mentor Services, LLC, a Delaware limited liability company, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

NATIONAL MENTOR SERVICES, LLC
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Manager
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Manager
/s/  GREGORY TORRES Gregory Torres	Manager
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Manager

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Family Advocacy Services, LLC, a Delaware limited liability company, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

FAMILY ADVOCACY SERVICES, LLC
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer)
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)
/s/  BRUCE F. NARDELLA Bruce F. Nardella	Senior Vice President and Manager
/s/  MARGIE BLAZIER Margie Blazier	Manager
/s/  HENRY COFIELL Henry Cofiell	Manager
/s/  LISA COSCIA Lisa Coscia	Manager

II-10

/s/  PATRICIA DONOVAN Patricia Donovan	Manager
/s/  ROBERTA J. IRGENS Roberta J. Irgens	Manager
/s/  NOREEN RYSTIKEN Noreen Rystiken	Manager

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, National Mentor Services, Inc., a Delaware corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

NATIONAL MENTOR SERVICES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Mentor Management, Inc., a Delaware corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

MENTOR MANAGEMENT, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, National Mentor Healthcare, LLC, a Delaware limited liability company, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

NATIONAL MENTOR HEALTHCARE, LLC
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Manager
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Manager
/s/  GREGORY TORRES Gregory Torres	Manager
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Manager

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Carolina Behavioral Services, LLC, a Delaware limited liability company, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

CAROLINA BEHAVIORAL SERVICES, LLC
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer)
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)
NATIONAL MENTOR HEALTHCARE, LLC	Sole Member

By:	/s/  JOHN W. GILLESPIE
Name:	John W. Gillespie
Title:	Executive Vice President, Chief Financial Officer and Treasurer

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Center for Comprehensive Services, Inc., an Illinois corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

CENTER FOR COMPREHENSIVE SERVICES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director
/s/  JOAN PINE Joan Pine	Director

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Illinois Mentor, Inc., an Illinois corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

ILLINOIS MENTOR, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director
/s/  ROBERT A. LONGO Robert A. Longo	Senior Vice President and Director

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Rehabilitation Achievement Center, Inc., an Illinois corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REHABILITATION ACHIEVEMENT CENTER, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Massachusetts Mentor, Inc., a Massachusetts corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

MASSACHUSETTS MENTOR, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Loyd's Liberty Homes, Inc., a California corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

LOYD'S LIBERTY HOMES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Unlimited Quest, Inc., a California corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

UNLIMITED QUEST, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, First Step Independent Living Program, Inc., a California corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

FIRST STEP INDEPENDENT LIVING PROGRAM, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Horrigan Cole Enterprises, Inc., a California corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

HORRIGAN COLE ENTERPRISES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Ohio Mentor, Inc., an Ohio corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

OHIO MENTOR, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, South Carolina Mentor, Inc., a South Carolina corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

SOUTH CAROLINA MENTOR, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Mentor Maryland, Inc., a Maryland corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

MENTOR MARYLAND, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer)
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)
/s/  BRUCE F. NARDELLA Bruce F. Nardella	Senior Vice President and Director
/s/  MARGIE BLAZIER Margie Blazier	Director
/s/  HENRY COFIELL Henry Cofiell	Director
/s/  LISA COSCIA Lisa Coscia	Director

II-26

/s/  PATRICIA DONOVAN Patricia Donovan	Director
/s/  ROBERTA J. IRGENS Roberta J. Irgens	Director
/s/  NOREEN RYSTIKEN Noreen Rystiken	Director

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Cornerstone Living Skills, Inc., a California corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

CORNERSTONE LIVING SKILLS, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-29

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Arizona, Inc., an Arizona corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM ARIZONA, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Arizona Rehabilitation, Inc., an Arizona corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM ARIZONA REHABILITATION, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Arrowhead, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM ARROWHEAD, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-32

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Atlantic, Inc., an Iowa corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM ATLANTIC, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-33

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Central Lakes, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM CENTRAL LAKES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-34

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Colorado, Inc., a Colorado corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM COLORADO, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-35

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Community Options, Inc., a West Virginia corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM COMMUNITY OPTIONS, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-36

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Community Payroll Services, LLC, a Minnesota limited liability company, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM COMMUNITY PAYROLL SERVICES, LLC
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Governor
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Governor
/s/  GREGORY TORRES Gregory Torres	Governor
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Governor

II-37

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Connecticut Community Services, Inc., a Connecticut corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM CONNECTICUT COMMUNITY SERVICES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-38

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Consulting & Services, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM CONSULTING & SERVICES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-39

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Consulting of Ohio, Inc., an Ohio corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM CONSULTING OF OHIO, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-40

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Council Bluffs, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM COUNCIL BLUFFS, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-41

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Developmental Services, Inc., an Iowa corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM DEVELOPMENTAL SERVICES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-42

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Health, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM HEALTH, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-43

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Health of Iowa, Inc., an Iowa corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM HEALTH OF IOWA, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-44

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Health of Nebraska, LLC, a Delaware limited liability company, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM HEALTH OF NEBRASKA, LLC
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Manager
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Manager
/s/  GREGORY TORRES Gregory Torres	Manager
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Manager

II-45

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Health of Wisconsin, Inc., a Wisconsin corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM HEALTH OF WISCONSIN, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-46

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Health of Wisconsin II, Inc., a Wisconsin corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM HEALTH OF WISCONSIN II, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-47

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Heartland, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM HEARTLAND, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-48

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Hennepin, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM HENNEPIN, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-49

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Home Health, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM HOME HEALTH, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-50

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Indiana, Inc., an Indiana corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM INDIANA, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-51

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Indiana Community Services, Inc., an Indiana corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM INDIANA COMMUNITY SERVICES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-52

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Indiana Community Services II, Inc., an Indiana corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM INDIANA COMMUNITY SERVICES II, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-53

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Iowa Community Services, Inc., an Iowa corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM IOWA COMMUNITY SERVICES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-54

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Iowa, Inc., an Iowa corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM IOWA, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-55

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Leadway, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM LEADWAY, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-56

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Management, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM MANAGEMENT, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-57

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Maryland, Inc., a Maryland corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM MARYLAND, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-58

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Minnesota Community Services, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM MINNESOTA COMMUNITY SERVICES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-59

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Minnesota, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM MINNESOTA, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-60

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Nevada, Inc., a Nevada corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM NEVADA, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-61

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM New Jersey, Inc., a New Jersey corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM NEW JERSEY, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-62

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM North Dakota, Inc., a North Dakota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM NORTH DAKOTA, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-63

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM North Star, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM NORTH STAR, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-64

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Ohio, Inc., an Ohio corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM OHIO, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-65

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Ohio Waivered Services, Inc., an Ohio corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM OHIO WAIVERED SERVICES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-66

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Oklahoma Community Services, Inc., an Oklahoma corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM OKLAHOMA COMMUNITY SERVICES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-67

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Pennsylvania Community Services, Inc., a Pennsylvania corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM PENNSYLVANIA COMMUNITY SERVICES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-68

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Ramsey, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM RAMSEY, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-69

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM River Bluffs, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM RIVER BLUFFS, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-70

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM SILS of Iowa, Inc., an Iowa corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM SILS OF IOWA, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-71

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM South Central Services, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM SOUTH CENTRAL SERVICES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-72

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Southwest Services, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM SOUTHWEST SERVICES, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-73

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Utah, Inc., a Utah corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM UTAH, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-74

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM West Virginia, Inc., a West Virginia corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM WEST VIRGINIA, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-75

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Wisconsin, Inc., a Wisconsin corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM WISCONSIN, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

II-76

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Wisconsin II, Inc., a Wisconsin corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM WISCONSIN II, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Wisconsin III, Inc., a Wisconsin corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM WISCONSIN III, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, REM Woodvale, Inc., a Minnesota corporation, has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on October 21, 2005.

REM WOODVALE, INC.
By:	/s/  EDWARD M. MURPHY Edward M. Murphy President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward M. Murphy, John W. Gillespie, Denis M. Holler and Christina Pak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her 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 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on October 21, 2005.

Signature	Title
/s/  EDWARD M. MURPHY Edward M. Murphy	President and Chief Executive Officer (principal executive officer) and Director
/s/  JOHN W. GILLESPIE John W. Gillespie	Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) and Director
/s/  GREGORY TORRES Gregory Torres	Director
/s/  JULIETTE E. FAY Juliette E. Fay	Senior Vice President and Director

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EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
1.1	Purchase Agreement, dated as of October 27, 2004, by and among National MENTOR, Inc., the guarantors named therein and Banc of America Securities LLC, J.P. Morgan Securities Inc., UBS Securities LLC and CIBC World Markets Corp., with respect to 95/8% Senior Subordinated Notes due 2012.
3.1	Certificate of Incorporation of National MENTOR Holdings, Inc.
3.2	By-Laws of National MENTOR Holdings, Inc.
3.3	Certificate of Incorporation of National MENTOR, Inc.
3.4	By-Laws of National MENTOR, Inc.
3.5	Certificate of Formation of National Mentor, LLC.
3.6	Limited Liability Company Agreement of National Mentor, LLC.
3.7	Certificate of Formation of National Mentor Services, LLC.
3.8	Limited Liability Company Agreement of National Mentor Services, LLC.
3.9	Certificate of Formation of Family Advocacy Services, LLC.
3.10	Limited Liability Company Agreement of Family Advocacy Services, LLC.
3.11	Certificate of Incorporation of National Mentor Services, Inc.
3.12	By-Laws of National Mentor Services, Inc.
3.13	Certificate of Incorporation of Mentor Management, Inc.
3.14	By-Laws of Mentor Management, Inc.
3.15	Certificate of Formation of National Mentor Healthcare, LLC
3.16	Limited Liability Company Agreement of National Mentor Healthcare, LLC
3.17	Certificate of Formation of Carolina Behavioral Services, LLC
3.18	Limited Liability Company Agreement of Carolina Behavioral Services, LLC
3.19	Articles of Incorporation of Center for Comprehensive Services, Inc.
3.20	By-Laws of Center for Comprehensive Services, Inc.
3.21	Articles of Incorporation of Illinois Mentor, Inc.
3.22	By-Laws of Illinois Mentor, Inc.
3.23	Articles of Incorporation of Rehabilitation Achievement Center, Inc.
3.24	By-Laws of Rehabilitation Achievement Center, Inc.
3.25	Articles of Incorporation of Massachusetts Mentor, Inc.
3.26	By-Laws of Massachusetts Mentor, Inc.
3.27	Articles of Incorporation of Loyd's Liberty Homes, Inc.
3.28	By-Laws of Loyd's Liberty Homes, Inc.

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3.29	Articles of Incorporation of Unlimited Quest, Inc.
3.30	By-Laws of Unlimited Quest, Inc.
3.31	Articles of Incorporation of First Step Independent Living Program, Inc.
3.32	By-Laws of First Step Independent Living Program, Inc.
3.33	Articles of Incorporation of Horrigan Cole Enterprises, Inc.
3.34	By-Laws of Horrigan Cole Enterprises, Inc.
3.35	Articles of Incorporation of Ohio Mentor, Inc.
3.36	By-Laws of Ohio Mentor, Inc.
3.37	Articles of Incorporation of South Carolina Mentor, Inc.
3.38	By-Laws of South Carolina Mentor, Inc.
3.39	Articles of Incorporation of Mentor Maryland, Inc.
3.40	By-Laws of Mentor Maryland, Inc.
3.41	Articles of Incorporation of Cornerstone Living Skills, Inc.
3.42	By-Laws of Cornerstone Living Skills, Inc.
3.43	Articles of Incorporation of REM, Inc.
3.44	By-Laws of REM, Inc.
3.45	Articles of Incorporation of REM Arizona, Inc.
3.46	By-Laws of REM Arizona, Inc.
3.47	Articles of Incorporation of REM Arizona Rehabilitation, Inc.
3.48	By-Laws of REM Arizona Rehabilitation, Inc.
3.49	Articles of Incorporation of REM Arrowhead, Inc.
3.50	By-Laws of REM Arrowhead, Inc.
3.51	Articles of Incorporation of REM Atlantic, Inc.
3.52	By-Laws of REM Atlantic, Inc.
3.53	Articles of Incorporation of REM Central Lakes, Inc.
3.54	By-Laws of REM Central Lakes, Inc.
3.55	Articles of Incorporation of REM Colorado, Inc.
3.56	By-Laws of REM Colorado, Inc.
3.57	Articles of Organization of REM Community Payroll Services, LLC.
3.58	Member Control Agreement of REM Community Payroll Services, LLC.
3.59	Articles of Incorporation of REM Community Options, Inc.
3.60	By-Laws of REM Community Options, Inc.
3.61	Articles of Incorporation of REM Connecticut Community Services, Inc.

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3.62	By-Laws of REM Connecticut Community Services, Inc.
3.63	Articles of Incorporation of REM Consulting & Services, Inc.
3.64	By-Laws of REM Consulting & Services, Inc.
3.65	Articles of Incorporation of REM Consulting of Ohio, Inc.
3.66	By-Laws of REM Consulting of Ohio, Inc.
3.67	Articles of Incorporation of REM Council Bluffs, Inc.
3.68	By-Laws of REM Council Bluffs, Inc.
3.69	Articles of Incorporation of REM Developmental Services, Inc.
3.70	By-Laws of REM Developmental Services, Inc.
3.71	Articles of Incorporation of REM Health, Inc.
3.72	By-Laws of REM Health, Inc.
3.73	Articles of Incorporation of REM Health of Iowa, Inc.
3.74	By-Laws of REM Health of Iowa, Inc.
3.75	Certificate of Formation of REM Health of Nebraska, LLC.
3.76	Limited Liability Company Agreement of REM Health of Nebraska, LLC.
3.77	Articles of Incorporation of REM Health of Wisconsin, Inc.
3.78	By-Laws of REM Health of Wisconsin, Inc.
3.79	Articles of Incorporation of REM Health of Wisconsin II, Inc.
3.80	By-Laws of REM Health of Wisconsin II, Inc.
3.81	Articles of Incorporation of REM Heartland, Inc.
3.82	By-Laws of REM Heartland, Inc.
3.83	Articles of Incorporation of REM Hennepin, Inc.
3.84	By-Laws of REM Hennepin, Inc.
3.85	Articles of Incorporation of REM Home Health, Inc.
3.86	By-Laws of REM Home Health, Inc.
3.87	Articles of Incorporation of REM Indiana, Inc.
3.88	By-Laws of REM Indiana, Inc.
3.89	Articles of Incorporation of REM Indiana Community Services, Inc.
3.90	By-Laws of REM Indiana Community Services, Inc.
3.91	Articles of Incorporation of REM Indiana Community Services II, Inc.
3.92	By-Laws of REM Indiana Community Services II, Inc.
3.93	Articles of Incorporation of REM Iowa Community Services, Inc.
3.94	By-Laws of REM Iowa Community Services, Inc.

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3.95	Articles of Incorporation of REM Iowa, Inc.
3.96	By-Laws of REM Iowa, Inc.
3.97	Articles of Incorporation of REM Leadway, Inc.
3.98	By-Laws of REM Leadway, Inc.
3.99	Articles of Incorporation of REM Management, Inc.
3.100	By-Laws of REM Management, Inc.
3.101	Articles of Incorporation of REM Maryland, Inc.
3.102	By-Laws of REM Maryland, Inc.
3.103	Articles of Incorporation of REM Minnesota Community Services, Inc.
3.104	By-Laws of REM Minnesota Community Services, Inc.
3.105	Articles of Incorporation of REM Minnesota, Inc.
3.106	By-Laws of REM Minnesota, Inc.
3.107	Articles of Incorporation of REM Nevada, Inc.
3.108	By-Laws of REM Nevada, Inc.
3.109	Articles of Incorporation of REM New Jersey, Inc.
3.110	By-Laws of REM New Jersey, Inc.
3.111	Articles of Incorporation of REM North Dakota, Inc.
3.112	By-Laws of REM North Dakota, Inc.
3.113	Articles of Incorporation of REM North Star, Inc.
3.114	By-Laws of REM North Star, Inc.
3.115	Articles of Incorporation of REM Ohio, Inc.
3.116	By-Laws of REM Ohio, Inc.
3.117	Articles of Incorporation of REM Ohio Waivered Services, Inc.
3.118	By-Laws of REM Ohio Waivered Services, Inc.
3.119	Articles of Incorporation of REM Oklahoma Community Services, Inc.
3.120	By-Laws of REM Oklahoma Community Services, Inc.
3.121	Articles of Incorporation of REM Pennsylvania Community Services, Inc.
3.122	By-Laws of REM Pennsylvania Community Services, Inc.
3.123	Articles of Incorporation of REM Ramsey, Inc.
3.124	By-Laws of REM Ramsey, Inc.
3.125	Articles of Incorporation of REM River Bluffs, Inc.
3.126	By-Laws of REM River Bluffs, Inc.
3.127	Articles of Incorporation of REM SILS of Iowa, Inc.

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3.128	By-Laws of REM SILS of Iowa, Inc.
3.129	Articles of Incorporation of REM South Central Services, Inc.
3.130	By-Laws of REM South Central Services, Inc.
3.131	Articles of Incorporation of REM Southwest Services, Inc.
3.132	By-Laws of REM Southwest Services, Inc.
3.133	Articles of Incorporation of REM Utah, Inc.
3.134	By-Laws of REM Utah, Inc.
3.135	Articles of Incorporation of REM West Virginia, Inc.
3.136	By-Laws of REM West Virginia, Inc.
3.137	Articles of Incorporation of REM Wisconsin, Inc.
3.138	By-Laws of REM Wisconsin, Inc.
3.139	Articles of Incorporation of REM Wisconsin II, Inc.
3.140	By-Laws of REM Wisconsin II, Inc.
3.141	Articles of Incorporation of REM Wisconsin III, Inc.
3.142	By-Laws of REM Wisconsin III, Inc.
3.143	Articles of Incorporation of REM Woodvale, Inc.
3.144	By-Laws of REM Woodvale, Inc.
4.1	Indenture, dated as of November 4, 2004, by and among National MENTOR, Inc., the guarantors named therein, and U.S. Bank National Association, with respect to 95/8% Senior Subordinated Notes due 2012.
4.2	Registration Rights Agreement, dated as of November 4, 2004, by and among National MENTOR, Inc., the guarantors named therein and Banc of America Securities LLC, J.P. Morgan Securities Inc., UBS Securities LLC and CIBC World Markets Corp., with respect to 95/8% Senior Subordinated Notes due 2012.
4.3	Form of Senior Subordinated Note (attached as exhibit to Exhibit 4.1).
4.4	Supplemental Indenture, dated as of September 2, 2005, by and among National MENTOR, Inc., the guarantors named therein, and U.S. Bank National Association, with respect to the 95/8% Senior Subordinated Notes due 2012.
5.1	Opinion of Kirkland & Ellis LLP, with respect to registrants organized under the laws of the State of Delaware, Illinois and California.
5.2	Opinion of Jennings Strouss & Salmon, P.L.C., with respect to registrants organized under the laws of the State of Arizona.
5.3	Opinion of Sherman & Howard L.L.C., with respect to registrants organized under the laws of the State of Colorado.
5.4	Opinion of Cohn, Birnbaum & Shea P.C., with respect to registrants organized under the laws of the State of Connecticut.

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5.5	Opinion of Barnes & Thornburg LLP, with respect to registrants organized under the laws of the State of Indiana.
5.6	Opinion of Shuttleworth & Ingersoll, P.L.C., with respect to registrants organized under the laws of the State of Iowa.
5.7	Opinion of Whiteford, Taylor & Preston L.L.P., with respect to registrants organized under the laws of the State of Maryland.
5.8	Opinion of Ruberto, Israel & Weiner, P.C., with respect to registrants organized under the laws of the State of Massachusetts.
5.9	Opinion of Parsinen Kaplan Rosberg & Gotlieb P.A., with respect to registrants organized under the laws of the State of Minnesota.
5.10	Opinion of Woodburn and Wedge, with respect to registrants organized under the laws of the State of Nevada.
5.11	Opinion of Giordano, Halleran & Ciesla, a Professional Corporation, with respect to registrants organized under the laws of the State of New Jersey.
5.12	Opinion of Vogel Law Firm, with respect to registrants organized under the laws of the State of North Dakota.
5.13	Opinion of Vorys, Sater, Seymour and Pease LLP, with respect to registrants organized under the laws of the State of Ohio.
5.14	Opinion of Crowe & Dunleavy, with respect to registrants organized under the laws of the State of Oklahoma.
5.15	Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers LLP, with respect to registrants organized under the laws of the State of Pennsylvania.
5.16	Opinion of Parker Poe Adams & Bernstein LLP, with respect to registrants organized under the laws of the State of South Carolina.
5.17	Opinion of Parr Waddoups Brown Gee & Loveless, A Professional Corporation, with respect to registrants organized under the laws of the State of Utah.
5.18	Opinion of Robinson & McElwee PLLC, with respect to registrants organized under the laws of the State of West Virginia.
5.19	Opinion of Michael Best & Friedrich LLP, with respect to registrants organized under the laws of the State of Wisconsin.
8.1	Opinion of Kirkland & Ellis LLP regarding federal income tax consequences.
10.1	Amended and Restated Credit Agreement, dated November 4, 2002, among National MENTOR Holdings, Inc., National MENTOR, Inc., the Lenders named therein, Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital, UBS Securities, Bank of America, N.A., and JPMorgan Chase Bank.
10.2	First Amendment to Amended and Restated Credit Agreement, dated March 30, 2005, among National MENTOR Holdings, Inc., National MENTOR, Inc., the Lenders named therein, JPMorgan Chase Bank, N.A., and other Agent parties named thereto.
10.3	Employment Agreement, dated September 7, 2004, between National MENTOR, Inc. and Edward Murphy.

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10.4	Employment Agreement, dated November 19, 1999, between National MENTOR, Inc. and Gregory Torres.
10.5	First Amendment to Employment Agreement, dated March 9, 2001, between National MENTOR, Inc. and Gregory Torres.
10.6	Amended and Restated Employment Agreement, dated September 7, 2004, between National MENTOR, Inc. and Gregory Torres.
10.7	Employment Agreement, dated November 19, 1999, between National MENTOR, Inc. and Elizabeth Hopper.
10.8	First Amendment to Employment Agreement, dated March 9, 2001, between National MENTOR, Inc. and Elizabeth Hopper.
10.9	Employment Agreement, dated November 19, 1999, between National MENTOR, Inc. and Donald Monack.
10.10	First Amendment to Employment Agreement, dated March 9, 2001, between National MENTOR, Inc. and Donald Monack.
10.11	Separation Agreement and Release, dated March 31, 2005, among National MENTOR Holdings, Inc., National MENTOR, Inc. and Donald Monack.
10.12	Employment Agreement, dated August 20, 2001, between National MENTOR, Inc. and John Gillespie.
10.13	Separation Agreement, dated as of September 30, 2005, among National MENTOR Holdings, Inc., National MENTOR, Inc. and Elizabeth V. Hopper.
10.14	National MENTOR Holdings, Inc. Stock Option Plan, dated November 7, 2001.
10.15	Management Services Agreement, dated as of May 1, 2003, between National Mentor, LLC and Madison Dearborn Partners III, L.P.
10.16	National MENTOR, Inc. Executive Deferred Compensation Plan, dated March 9, 2001.
10.17	National MENTOR, Inc. Executive Deferral Plan, dated November 1, 2003.
10.18	The MENTOR Executive Leadership Incentive Plan.
10.19	Term Loan Agreement, dated May 20, 2005, among National MENTOR Holdings, Inc., National MENTOR, Inc., REM Arrowhead, Inc., REM Connecticut Community Services, Inc., REM Indiana, Inc., REM North Dakota, Inc., REM Wisconsin I, Inc., REM Wisconsin II, Inc., REM Wisconsin III, Inc., and certain other Borrowers, and BANK OF AMERICA, N.A.
10.20	State of Georgia Department of Human Resources Contract, dated September 29, 2004, between Department of Human Resources, Division of Family and Children Services and National Mentor Healthcare, Inc.
10.21	Arizona Department of Economic Security Division of Developmental Disabilities Application and Qualified Vendor Agreement with National Mentor Healthcare, Inc., dba Arizona Mentor, dated July 1, 2003.
10.22	State of New Jersey Department of Human Services Social Service and Training Contract with National Mentor Healthcare, Inc., dated September 10, 2004.
12.1	Statement Regarding Computation of Earnings to Fixed Charges.

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21.1	Subsidiaries of National MENTOR Holdings, Inc.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
23.3	Consent of Jennings Strouss & Salmon, P.L.C. (included in Exhibit 5.2).
23.4	Consent of Sherman & Howard L.L.C. (included in Exhibit 5.3).
23.5	Consent of Cohn, Birnbaum & Shea P.C. (included in Exhibit 5.4).
23.6	Consent of Barnes & Thornburg LLP (included in Exhibit 5.5).
23.7	Consent of Shuttleworth & Ingersoll, P.L.C. (included in Exhibit 5.6).
23.8	Consent of Whiteford, Taylor & Preston L.L.P. (included in Exhibit 5.7).
23.9	Consent of Ruberto, Israel & Weiner, P.C. (included in Exhibit 5.8).
23.10	Consent of Parsinen Kaplan Rosberg & Gotlieb P.A. (included in Exhibit 5.9).
23.11	Consent of Woodburn and Wedge (included in Exhibit 5.10).
23.12	Consent of Giordano, Halleran & Ciesla (included in Exhibit 5.11).
23.13	Consent of Vogel Law Firm (included in Exhibit 5.12).
23.14	Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.13).
23.15	Consent of Crowe & Dunleavy (included in Exhibit 5.14).
23.16	Consent of Klehr, Harrison, Harvey, Branzburg & Ellers LLP (included in Exhibit 5.15).
23.17	Consent of Parker Poe Adams & Bernstein LLP (included in Exhibit 5.16).
23.18	Consent of Parr Waddoups Brown Gee & Loveless, A Professional Corporation (included in Exhibit 5.17).
23.19	Consent of Robinson & McElwee PLLC (included in Exhibit 5.18).
23.20	Consent of Michael Best & Friedrich LLP (included in Exhibit 5.19).
24.1	Power of Attorney (included on the signature pages hereto).
25.1	Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank National Association.
99.1	Form of Letter of Transmittal.
99.2	Form of Tender Instructions.
99.3	Form of Notice of Guaranteed Delivery.

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QuickLinks

TABLE OF CONTENTS
MARKET, RANKING AND OTHER DATA
SUMMARY
RISK FACTORS
FORWARD-LOOKING STATEMENTS
EXCHANGE OFFER
USE OF PROCEEDS
CAPITALIZATION
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF SENIOR CREDIT FACILITIES
DESCRIPTION OF NOTES
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION
INDEX TO FINANCIAL STATEMENTS
National Mentor Holdings, Inc. Condensed Consolidated Balance Sheets (In thousands) (Unaudited)
National Mentor Holdings, Inc. Condensed Consolidated Income Statements (In thousands) (Unaudited)
National Mentor Holdings, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited)
National Mentor Holdings, Inc. Notes to Condensed Consolidated Financial Statements (Amounts in thousands) June 30, 2005 (Unaudited)
Report of Independent Registered Public Accounting Firm
National Mentor Holdings, Inc. Consolidated Balance Sheets
National Mentor Holdings, Inc. Consolidated Income Statements
National Mentor Holdings, Inc. Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit) (Amounts in thousands, except share amounts)
National Mentor Holdings, Inc. Consolidated Statements of Cash Flows
National Mentor Holdings, Inc. Notes to Consolidated Financial Statements (Amounts in thousands, except share and per share amounts) September 30, 2004
REM, Inc. and Affiliates Unaudited Combined Financial Statements For the three months ended March 31, 2003 and March 31, 2002
REM, Inc. and Affiliates COMBINED BALANCE SHEETS March 31, (Unaudited)
REM, Inc. and Affiliates COMBINED STATEMENTS OF EARNINGS AND RETAINED EARNINGS Three months ended March 31, (Unaudited)
REM, Inc. and Affiliates STATEMENTS OF CASH FLOWS Three months ended March 31, (Unaudited)
REM, Inc. and Affiliates NOTES TO COMBINED FINANCIAL STATEMENTS March 31, 2003 and 2002 (Unaudited)
PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20: Indemnification of Directors and Officers.
Item 21. Exhibits and Financial Statement Schedules.
Item 22. Undertakings.

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POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

EX-1.1

Exhibit 1.1

EXECUTION COPY

National MENTOR, Inc.

$150,000,000

9-5/8% Senior Subordinated Notes due 2012

Purchase Agreement

dated October 27, 2004

Banc of America Securities LLC
J.P. Morgan Securities Inc.
UBS Securities LLC
CIBC World Markets Corp.

PURCHASE AGREEMENT

October 27, 2004

BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.
UBS SECURITIES LLC
CIBC WORLD MARKETS CORP.
      As Initial Purchasers
c/o Banc of America Securities LLC
The Hearst Building
214 North Tryon Street, 17^th Floor
Charlotte, NC  28255

Ladies and Gentlemen:

Introductory.  National MENTOR, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Banc of America Securities LLC, J.P. Morgan Securities Inc., UBS Securities LLC, and CIBC World Markets Corp. (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in Schedule A attached hereto of $150,000,000 aggregate principal amount of the Company’s 9-5/8% Senior Subordinated Notes due 2012 (the “Notes”).

The Notes will be issued pursuant to an indenture, to be dated as of November 4, 2004 (the “Indenture”), among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”).  Notes issued in book-entry form will be issued in the name of The Depository Trust Company (the “Depositary”) or its nominee pursuant to a blanket letter of representations, to be dated as of the Closing Date (as defined in Section 2), to be entered into in connection with the purchase and sale of the Securities (as defined below) (the “DTC Letter of Representations”), among the Company, the Guarantors, the Trustee and the Depositary.

The payment of principal of, premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed on a senior subordinated and unsecured basis, jointly and severally, by National MENTOR Holdings, Inc. (“Holdings”), the direct parent corporation of the Company, and each of the Company’s domestic subsidiaries (collectively, the “Subsidiary Guarantors” and together with Holdings, the “Guarantors”), pursuant to their guarantees set forth in the Indenture (the “Guarantees”).  The Notes and the Guarantees attached thereto are herein

collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.”

The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of November 4, 2004 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, substantially in the form of Exhibit A attached hereto.  Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective within the time period specified by the Registration Rights Agreement.

The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after the date of this Agreement.  The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom.  The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)).

The Company has prepared and delivered to the Initial Purchasers copies of a preliminary offering memorandum, dated October 14, 2004 (the “Preliminary Offering Memorandum”), and has prepared and will deliver to each Initial Purchaser, copies of the Offering Memorandum describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities.  As used herein, the “Offering Memorandum” shall mean, with respect to any date or time referred to in this Agreement, the offering memorandum dated October 27, 2004, including amendments or supplements thereto, in the most recent form that has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of offers to purchase Securities.  Further, any reference to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as described in Section 3(g)) furnished by the Company prior to the completion of the distribution of the Securities.

The Company and the Guarantors hereby confirm their agreement with the Initial Purchasers as follows:

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Section 1.              Representations and Warranties.

Each of the Company and the Guarantors, jointly and severally, hereby represents, warrants and covenants to each Initial Purchaser as follows:

(a)           No Registration Required.  Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2(e) hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser by the Initial Purchasers in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

(b)           No Integration of Offerings or General Solicitation.  None of the Company or the Guarantors has, directly or indirectly, solicited any offer to buy or offered to sell, and none of them will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act.  None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “affiliate”)) or any person acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged, and none of them will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.  With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their affiliates or any person acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged, and none of them will engage, in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company, the Guarantors and their affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has complied, and each of them will comply, with the offering restrictions set forth in Regulation S.

(c)           Eligibility for Resale Under Rule 144A.  The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) or quoted in a U.S. automated interdealer quotation system.

(d)           The Offering Memorandum.  The Offering Memorandum does not, and at the Closing Date will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in

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reliance upon and in conformity with information furnished to the Company or the Guarantors in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum.  Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4).  None of the Company or the Guarantors has distributed and none of them will distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum or the Offering Memorandum.

(e)           The Purchase Agreement.  This Agreement has been duly authorized, executed and delivered by, and assuming due authorization, execution and delivery thereof by the Initial Purchasers, is a valid and binding agreement of, the Company and the Guarantors, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(f)            The Registration Rights Agreement.  At the Closing Date, the Registration Rights Agreement will have been duly authorized, executed and delivered by, and assuming due authorization, execution and delivery thereof by the Initial Purchasers, will be a valid and binding agreement of, the Company and the Guarantors, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(g)           The DTC Letter of Representations.  At the Closing Date, the DTC Letter of Representations will have been duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company, enforceable in accordance with its terms except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(h)           Authorization of the Securities and the Exchange Securities.  The Notes to be purchased by the Initial Purchasers from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and, when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with

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their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture.  The Guarantees of the Notes are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Guarantors and the Guarantees, when the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Guarantors, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.  The Guarantees of the Exchange Notes have been duly and validly authorized for issuance pursuant to the Indenture and, when the Exchange Notes are issued and authenticated in accordance with the terms of the Indenture, will constitute valid and binding agreements of the Guarantors, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

(i)            Authorization of the Indenture.  The Indenture has been duly authorized by the Company and the Guarantors and, at the Closing Date, will have been duly executed and delivered by the Company and the Guarantors and, assuming the due authorization, execution and delivery thereof by the Trustee, will constitute a valid and binding agreement of the Company and the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(j)            Descriptions in the Offering Memorandum.  The Notes, the Guarantees of the Notes, the Indenture, the Registration Rights Agreement and the New Senior Credit Facility (as defined below) conform, or will conform, in all material respects to the respective statements relating thereto contained in the Offering Memorandum.  The Exchange Notes and the Guarantees of the Exchange Notes will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum and in the registration statement under the Securities Act relating to the Exchange Securities at the time such registration statement becomes effective.

(k)           No Material Adverse Change.  Except as otherwise disclosed in the Offering Memorandum, subsequent to the respective dates as of which information is given in the Offering Memorandum:  (i) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and the Guarantors considered as one entity (any such change or development is called a “Material Adverse Change”); (ii) the Company and the Guarantors considered as one entity have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into

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any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or any Guarantor on any class of capital stock (except for dividends paid to any Guarantor or the Company) or repurchase or redemption by the Company or any Guarantor of any class of capital stock.

(l)            Independent Accountants.  Ernst & Young LLP (the “Independent Accountants”), who have expressed their opinions with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) included in the Offering Memorandum are independent public or certified public accountants with respect to Holdings within the meaning of Regulation S-X under the Exchange Act.  As of the date hereof and as of the Closing Date, the independence of such accountants has not been impaired and any non-audit services provided by such accountants have been approved by Holdings’ audit committee.

(m)          Preparation of the Financial Statements.  The consolidated financial statements of Holdings, together with the related notes, included in the Offering Memorandum present fairly, in all material respects, the consolidated financial position of Holdings and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified.  The financial statements of Holdings included in the Offering Memorandum comply as to form, in all material respects, with the applicable requirements of the Securities Act, other than with respect to the omission of operating segments disclosures.  Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto.  The historical financial data with respect to Holdings and its subsidiaries set forth in the Offering Memorandum under the captions “Offering Memorandum Summary—Summary Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Financial Data” and “Selected Historical Consolidated Financial Data” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited financial statements contained in the Offering Memorandum.  The unaudited pro forma financial data of Holdings and its subsidiaries, and the related notes thereto, included in the Offering Memorandum present fairly, in all material respects, the information contained therein, and with the exception of Adjusted pro forma EBITDA, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements, and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

(n)           Incorporation and Good Standing of the Company and the Guarantors.  Each of the Company and the Guarantors has been duly organized and validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization (except, as to good standing, for Unlimited Quest, Inc. and REM Arizona Rehabilitation, Inc.) and has the power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and/or perform its obligations, as the case may be, under this Agreement to the extent it is a party thereto.  Each of the Company and the Guarantors has been duly qualified as a foreign corporation, or limited liability company, as the case may be, to transact business and is or will

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be, as the case may be, in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change.  All of the issued and outstanding capital stock of the Company and each Subsidiary Guarantor has been duly authorized and validly issued, is fully paid and nonassessable and is owned by Holdings, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except for any such security interest, mortgage, pledge, lien, encumbrance or claim that is created or that will be discharged in connection with refinancing of the Company’s existing senior credit facility and entering into the new senior credit facility (the “New Senior Credit Facility”) as part of the Refinancing (as defined in the Offering Memorandum).  Holdings does not own or control, directly or indirectly, any corporation, association or other entity other than the Company and the Subsidiary Guarantors.

(o)           Capitalization and Other Capital Stock Matters.  At June 30, 2004, on a consolidated basis, after giving pro forma effect to the Refinancing, Holdings would have had a capitalization as set forth in the Offering Memorandum under the caption “Capitalization” under the heading “Pro Forma.”  All of the outstanding shares of capital stock of Holdings have been duly authorized and validly issued, and are fully paid and nonassessable and have been issued in compliance with federal and state securities laws.  None of the outstanding shares of capital stock of Holdings were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of Holdings.  There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of Holdings or any of its subsidiaries, other than those accurately described in the Offering Memorandum.  The description of the Holding’s or the Company’s stock option, and deferred compensation plans, and the options or other rights granted thereunder, set forth in the Offering Memorandum accurately and fairly reflects, in all material respects, the terms of such plans, options and rights.

(p)           Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required.  None of the Company or the Guarantors is in violation of its charter or by-laws or, except as disclosed in the Offering Memorandum is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease, license or other instrument to which any such entity is a party or by which it or any of them may be bound or to which any of the property or assets of any such entity is subject (each, an “Existing Instrument”), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change.  The execution, delivery and performance by each of the Company and the Guarantors of its obligations under this Agreement, the Registration Rights Agreement, the DTC Letter of Representations and the Indenture, to the extent it is a party thereto, and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (including, without limitation, the Refinancing) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws of the Company or any of the Guarantors, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance

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upon any property or assets of the Company or any of the Guarantors pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of the Guarantors.  No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s or any Guarantor’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Letter of Representations or the Indenture, to the extent it is a party thereto, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (including, without limitation, the Refinancing), except such as have been obtained or made by the Company and the Guarantors and are in full force and effect under the Securities Act, the Trust Indenture Act, state securities or blue sky laws and except such as may be required by federal and state securities laws with respect to the Company’s obligations under the Registration Rights Agreement.  As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Guarantors.

(q)           No Material Actions or Proceedings.  There are no legal or governmental actions, suits or proceedings pending or, to the best of the knowledge of the Company, threatened (i) against or affecting the Company or any Guarantor or (ii) which has as the subject thereof any property owned or leased by, the Company or any Guarantor, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or any of the Guarantors and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change.

(r)            Intellectual Property Rights.  The Company and the Guarantors own, possess or license sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar intellectual property rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change.  None of the Company or the Guarantors has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict would reasonably be expected to result in a Material Adverse Change, and neither the Company nor any Guarantor is in material default under the terms of any license or similar agreement related to any Intellectual Property Rights necessary to conduct its business as now conducted or contemplated.

(s)            All Necessary Permits, Etc.  The Company and the Guarantors possess such valid and current certificates, authorizations or permits issued by the appropriate municipal, state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and none of the Company or the Guarantors has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such license, certificate,

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authorization or permit which, singly or in the aggregate, would reasonably expected to result in a Material Adverse Change.

(t)            Title to Properties.  The Company and the Guarantors have good and marketable title to all their properties and assets reflected as owned in the financial statements referred to in Section 1(m) above (or elsewhere in the Offering Memorandum), in each case, free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or the Guarantors.  The real property, improvements, equipment and personal property held under lease by the Company or any Guarantor are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or any of the Guarantors.

(u)           Tax Law Compliance.  The Company and the Guarantors have filed all necessary federal, state, local and foreign income and franchise tax returns on a timely basis and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except where failure to make such payment would not reasonably be expected to result in a Material Adverse Change.  Holdings has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(m) above in respect of all federal, state, local and foreign income and franchise taxes for all periods as to which the tax liability of Holdings or any of its subsidiaries has not been finally determined.  No tax deficiency has been determined adversely to Holdings or any of its subsidiaries which has resulted in (nor does Holdings have any knowledge of any tax deficiencies which, if determined adversely to Holdings or any of its subsidiaries, might result in) a Material Adverse Change.

(v)           The Company and each Guarantor is not an “Investment Company”.  The Company and the Guarantors have been advised of the rules and requirements under the Investment Company Act of 1940, as amended (the “Investment Company Act”).  As of the date hereof, the Company and each Guarantor is not, and upon consummation of the Refinancing and the application of the proceeds as described in the Offering Memorandum under “Use of Proceeds” will not be, an “investment company” within the meaning of Investment Company Act and the Company and each Guarantor will conduct its business in a manner so that it will not become subject to the Investment Company Act.

(w)          Insurance.  Each of the Company and the Guarantors is insured by recognized, financially sound institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for its business including, but not limited to, policies covering real and personal property owned or leased by the Company and the Guarantors against theft, damage, destruction and acts of vandalism.  The Company has no reason to believe that it or any Guarantor will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted (or as conducted upon and after consummation of the Refinancing, as the case may be), and at a cost that would not reasonably be expected to result in a Material Adverse Change.  Neither the

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Company nor any Guarantor has been denied any insurance coverage that it has sought or for which it has applied.

(x)           No Price Stabilization or Manipulation.  None of the Company, the Guarantors or any of their respective affiliates has taken or will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(y)           Solvency.  Each of the Company and the Guarantors, in each case on a consolidated basis with its respective subsidiaries, is, and after giving effect to the Refinancing, the Company and the Guarantors will be, Solvent.  As used herein, the term “Solvent” means, with respect to any person on a particular date, that on such date (i) the fair market value of the assets of such person is greater than the total amount of liabilities (including contingent liabilities) of such person, (ii) the present fair salable value of the assets of such person is greater than the amount that will be required to pay the probable liabilities of such person on its debts as they become absolute and matured, (iii) such person is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) such person does not have unreasonably small capital.

(z)           No Unlawful Contributions or Other Payments.  None of the Company or the Guarantors or, to the best of the Company’s knowledge, any employee or agent of the Company or any Guarantor, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character necessary to be disclosed in the Offering Memorandum in order to make the statements therein not misleading.

(aa)         Company’s Internal Controls Over Financial Reporting.  The Company and the Guarantors maintain a system of internal controls over financial reporting that is sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(bb)         Compliance with Environmental Laws.  Except as otherwise disclosed in the Offering Memorandum or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change: (i) neither the Company nor any Guarantor is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental

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authorizations required for the operation of the business of the Company or any Guarantor under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any Guarantor received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any Guarantor is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company or any Guarantor has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or Guarantor, now or in the past (collectively, “Environmental Claims”), pending or, to the best of the Company’s or the Guarantors’ knowledge, threatened against the Company or any Guarantor or any person or entity whose liability for any Environmental Claim the Company or the Guarantor has retained or assumed either contractually or by operation of law; and (iii) to the best of the Company’s knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could be expected to result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Company or any of the Guarantors, or against any person or entity whose liability for any Environmental Claim the Company or any Guarantor has retained or assumed either contractually or by operation of law.

(cc)         ERISA Compliance.  The Company and the Guarantors and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company or any Guarantor are in compliance in all material respects with ERISA, except where such noncompliance would not, individually or in the aggregate, result in a Material Adverse Change.  No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, any Guarantor or any of their ERISA Affiliates (as defined below) that could result in a material liability to the Company or any Guarantor.  “ERISA Affiliate” means, with respect to the Company or the Guarantors, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or any Guarantor is a member.  No “employee benefit plan” established or maintained by the Company, any Guarantor or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would reasonably be expected to have any “amount of unfunded benefit liabilities” (as defined under ERISA) that could result in a material liability to the Company or any Guarantor.  Neither the Company, the Guarantors nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or Sections 412, 4971, 4975 or 4980B of the Code that could result in a material liability to the Company or any Guarantor.  Each “employee benefit plan” established or maintained by the Company or the Guarantors that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to such plan’s qualification, and to the best knowledge of the Company or the Guarantors, nothing has

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occurred, whether by action or failure to act, which would cause the revocation of such determination letter.

(dd)         No Default in Senior Debt.  No event of default exists under any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument constituting Senior Debt (as defined in the Indenture).

(ee)         Regulation S Compliance.  The Company, the Guarantors and their respective affiliates and all authorized persons acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation) have complied with and will comply with the offering restrictions requirements of Regulation S in connection with the offering of the Securities outside the United States.  In connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902(g).

(ff)          Taxes; Fees.  There are no stamp or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company to the Initial Purchasers of the Securities.

(gg)         New Senior Credit Facility.  The New Senior Credit Facility has been duly and validly authorized by the Company, and to the extent a party thereto, the Guarantors and, when duly executed and delivered by the Company and such Guarantors, will be the valid and legally binding obligation of the Company and such Guarantors, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.  Neither the Company nor any such Guarantor is aware of any fact that will prevent the Company or such Guarantor from borrowing funds under the New Senior Credit Facility as described in the Offering Memorandum, in amounts that are sufficient, together with the proceeds from the other financings as described in the Offering Memorandum, including the issuance of the Notes, to consummate the Refinancing.

(hh)         Repayment of Existing Debt.  The Company and the Guarantors are not aware of any fact, except as described in the Offering Memorandum prior to the sale of all of the Securities by the Initial Purchasers, that will prevent the repayment, repurchase or redemption of existing debt and preferred stock in the manner contemplated by the Refinancing described in the Offering Memorandum, with proceeds from the issuance and sale of the Securities or from the funding of the New Senior Credit Facility.

Any certificate signed by an officer of the Company or any Guarantor and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company or such Guarantor, as the case may be, to each Initial Purchaser as to the matters set forth therein.

Section 2.              Purchase, Sale and Delivery of the Securities.

(a)           The Securities.  The Company shall issue and sell to the several Initial Purchasers, severally and not jointly, all of the Securities upon the terms herein set forth.  On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, to purchase

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from the Company the aggregate principal amount of Securities as set forth opposite their names on Schedule A, at a purchase price of 97.50% of the principal amount thereof payable on the Closing Date.

(b)           The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & Sterling LLP (or such other place as may be agreed to by the Company and Banc of America Securities LLC) at 10:00 a.m. New York City time, on November 4, 2004, or such other time and date as Banc of America Securities LLC shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).  The Company hereby acknowledges that the circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.

(c)           Payment for and Delivery of the Notes.  The Company agrees that it shall deliver, or cause to be delivered, to Banc of America Securities LLC for the accounts of the several Initial Purchasers certificates for the Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds to the Company for the amount of the purchase price therefor.  The certificates for the Notes shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depositary, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as Banc of America Securities LLC may designate.  Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers.

(d)           Delivery of Offering Memorandum to the Initial Purchasers.  Not later than 12:00 p.m., New York City time, on the second business day following the date of this Agreement, the Company shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.

(e)           Initial Purchasers as Qualified Institutional Buyers.  Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company and the Guarantors that it is a “qualified institutional buyer” within the meaning of Rule 144A (a “Qualified Institutional Buyer”) and an “accredited investor” within the meaning of Rule 501 under the Securities Act (an “Accredited Investor”).

Section 3.              Additional Covenants.

Each of the Company and the Guarantors, jointly and severally, further covenants and agrees with each Initial Purchaser as follows:

(a)           Initial Purchasers’ Review of Proposed Amendments and Supplements.  Prior to amending or supplementing the Offering Memorandum prior to the sale of all of the Securities by the Initial Purchasers, the Company shall furnish to the Initial Purchasers for review a copy of

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each such proposed amendment or supplement, and the Company shall not use any such proposed amendment or supplement to which the Initial Purchasers reasonably object.

(b)           Amendments and Supplements to the Offering Memorandum and Other Securities Act Matters.  If, prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order to make the statements therein, in the light of the circumstances when the Offering Memorandum is delivered to a purchaser, not misleading, or if in the opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Company agrees to promptly prepare (subject to Section 3(a) hereof), and furnish at its own expense to the Initial Purchasers, amendments or supplements to the Offering Memorandum so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum, as amended or supplemented, will comply with law.

(c)           Copies of the Offering Memorandum.  The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Offering Memorandum and any amendments and supplements thereto as they shall have reasonably requested.

(d)           Blue Sky Compliance.  The Company and the Guarantors shall cooperate with the Initial Purchasers and counsel for the Initial Purchasers to qualify or register the Securities for sale under (or obtain exemptions from the application of) the Blue Sky or state securities laws of those jurisdictions designated by the Initial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities.  Neither the Company nor any Guarantor shall be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation.  The Company and the Guarantors will advise the Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or, to the best of the Company’s knowledge, threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company and the Guarantors shall use their best efforts to obtain the withdrawal thereof at the earliest possible moment.

(e)           Use of Proceeds.  The net proceeds from the sale of the Securities sold by the Company shall be applied in the manner described under the caption “Use of Proceeds” in the Offering Memorandum.

(f)            The Depositary.  The Company and the Guarantors will cooperate with the Initial Purchasers and use their best efforts to permit the Securities to be eligible for clearance and settlement through the facilities of the Depositary.

(g)           Additional Issuer Information.  At any time when the Company is not subject to Section 13 or 15 of the Exchange Act, for the benefit of holders and beneficial owners from time

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to time of Securities, the Company shall furnish, at its expense, upon request, to holders and beneficial owners of Securities and to securities analysts and prospective purchasers of Securities information (“Additional Issuer Information”) satisfying the requirements of subsection (d) of Rule 144A.

(h)           Agreement Not to Offer or Sell Additional Securities.  The Company and the Guarantors, during the period of 180 days following the date of the Offering Memorandum, will not, without the prior written consent of Banc of America Securities LLC (which consent may be withheld at the sole discretion of Banc of America Securities LLC), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or any Guarantor or securities exchangeable for or convertible into debt securities of the Company or any Guarantor (other than to register the Exchange Securities).

(i)            Future Reports to the Initial Purchasers.  For so long as any Securities or Exchange Securities remain outstanding, the Company will furnish to the Initial Purchasers, as soon as available, copies of any report or communication of the Company mailed generally to holders of its capital stock or debt securities (including the holders of the Securities).

(j)            No Integration.  Each of the Company and the Guarantors agrees that it will not, and will cause its affiliates not to, make any offer or sale of securities of the Company or any Guarantor of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.

(k)           Legended Securities.  Each certificate for a Note will bear the legend substantially in the form contained in “Notice to Investors” in the Offering Memorandum for the time period and upon the other terms stated in the Offering Memorandum.

(l)            PORTAL.  The Company will use its reasonable best efforts to cause the Securities when issued to be eligible for the National Association of Securities Dealers, Inc. PORTAL market (the “PORTAL market”).

(m)          Rule 144 and Resales of the Securities.  During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates to, resell any of the Securities which constitute “restricted securities” under Rule 144 of the Securities Act that have been reacquired by any of them.

(n)           Further Assurances.  The Company, and each of Unlimited Quest, Inc. and REM Arizona Rehabilitation, Inc. (as Guarantors), shall, at their expense, promptly take such further action necessary to cause such Guarantors to be in good standing under the laws of the jurisdiction of each such Guarantor’s organization as soon as reasonably practicable and when

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such good standing is reinstated to provide satisfactory proof of the same to the Initial Purchasers.

Banc of America Securities LLC, on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Company or any of the Guarantors of any one or more of the foregoing covenants or extend the time for their performance.

Section 4.              Payment of Expenses.

Each of the Company and the Guarantors, jointly and severally, agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby and the Refinancing, including without limitation, (i) all expenses incident to the issuance and delivery of any certificates evidencing the Securities including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Initial Purchasers, (iii) all fees and expenses of the Company’s and the Guarantors’ counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of each Preliminary Offering Memorandum and the Offering Memorandum (including financial statements), and all amendments and supplements thereto, this Agreement, the Registration Rights Agreement, the Indenture, the DTC Letter of Representations, and the Notes and the Guarantees, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, the Guarantors or the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the securities laws of several states of the United States or provinces of Canada (including, without limitation, the cost of printing and mailing preliminary and final Blue Sky legal investment memoranda and any related supplements to the Offering Memorandum) and advising such Initial Purchaser of such qualifications, registrations and exemptions, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Exchange Securities, (vii) any fees payable in connection with the rating of the Securities or the Exchange Securities with the ratings agencies and the listing of the Securities with the PORTAL market, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Initial Purchasers in connection with the review by the National Association of Securities Dealers, Inc., if any, of the terms of the sale of the Securities or the Exchange Securities, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Securities by the Depositary for “book-entry” transfer and (x) the performance by the Company and the Guarantors of their respective other obligations under this Agreement.  Except as provided in this Section 4, Section 6, Section 8 and Section 9 hereof, the Initial Purchasers shall pay their own expenses, including the fees and disbursements of their counsel.

Section 5.              Conditions of the Obligations of the Initial Purchasers. 

The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the

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Company and the Guarantors of their covenants and other obligations hereunder, and to each of the following additional conditions:

(a)           Accountants’ Comfort Letter.  On the date hereof, the Initial Purchasers shall have received from the Independent Accountants, a letter dated the date hereof addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Initial Purchasers, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Initial Purchasers, delivered according to Statement of Auditing Standards Nos. 72, 76 and 100 (or any successor bulletins), with respect to the audited financial statements and certain financial information contained in the Offering Memorandum.

(b)           No Material Adverse Change or Ratings Agency Change.  For the period from and after the date of this Agreement and prior to the Closing Date:

(i)            in the judgment of the Initial Purchasers there shall not have occurred any Material Adverse Change; and

(ii)           there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any Guarantor by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

(c)           Opinion of Counsel for the Company and the Guarantors.  On the Closing Date the Initial Purchasers shall have received

(i)            the opinion of Kirkland & Ellis LLP, counsel for the Company and the Guarantors, dated as of such Closing Date, in substantially the form attached hereto as Exhibit B-1; and

(ii)           the opinions of local counsels for the other Guarantors (other than REM Oklahoma, Inc.), dated as of such Closing Date, each in substantially the form attached hereto as Exhibit B-2.

(d)           Opinion of Regulatory Counsel for the Company.  On the Closing Date the Initial Purchasers shall have received the opinion of Mary Rodenberg-Roberts, Esq., regulatory counsel for the Company and the Guarantors, dated as of such Closing Date, in substantially the form attached hereto as Exhibit C.

(e)           Opinion of Counsel for the Initial Purchasers.  On the Closing Date the Initial Purchasers shall have received the opinion of Shearman & Sterling LLP, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

(f)            Officers’ Certificate.  On the Closing Date, the Initial Purchasers shall have received a written certificate executed by any two of the following officers of the Company: the Chairman of the Board; Chief Executive Officer; President; or Chief Financial Officer of the

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Company, dated as of the Closing Date, to the effect set forth in subsection (b)(ii) of this Section 5, and further to the effect that:

(i)            for the period from and after the date of this Agreement and prior to the Closing Date there has not occurred any Material Adverse Change;

(ii)           the representations, warranties and covenants of the Company and the Guarantors set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of the Closing Date; and

(iii)          the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date.

(g)           Bring-down Comfort Letters.  On the Closing Date the Initial Purchasers shall have received from the Independent Accountants, a letter dated such date, in form and substance reasonably satisfactory to the Initial Purchasers, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (a) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date.

(h)           PORTAL Listing.  At the Closing Date, the Notes shall have been designated for trading on the PORTAL market.

(i)            Registration Rights Agreement.  The Company and the Guarantors shall have entered into the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof.

(j)            The Depositary.  At the Closing Date, the Notes will be eligible for clearance and settlement through the facilities of the Depositary.

(k)           New Senior Credit Facility.  Immediately prior to the payment of the purchase price for the Securities by the Initial Purchasers pursuant to Section 2, all conditions precedent to the funding of the borrowings under the New Senior Credit Facility shall have been, or shall concurrently with such payment be, satisfied.

(l)            Additional Documents.  On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Initial Purchasers by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 6, Section 8 and Section 9 shall at all times be effective and shall survive such termination.

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Section 6.              Reimbursement of Initial Purchasers’ Expenses. 

If this Agreement is terminated by the Initial Purchasers pursuant to Section 5 or Section 10, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors jointly and severally agree to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Section 7.              Offer, Sale and Resale Procedures. 

Each of the Initial Purchasers, on the one hand, and the Company and the Guarantors, on the other hand, hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities:

(a)           Offers and Sales Only to Qualified Institutional Buyers and Non-U.S. Persons.   Offers and sales of the Securities will be made only by the Initial Purchasers or affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made.  Each such offer or sale shall only be made (A) to persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) or (B) to non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and sales of the Securities may be made in reliance upon Regulation S under the Securities Act, upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof.

(b)           No General Solicitation.  The Securities will be offered by approaching prospective Subsequent Purchasers on an individual basis.  No general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) will be used in the United States in connection with the offering of the Securities.

(c)           Restrictions on Transfer.  Upon original issuance by the Company, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes (and all securities issued in exchange therefor or in substitution thereof, other than the Exchange Securities) shall bear a legend substantially in the following form:

“THIS NOTE AND ANY GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  NEITHER THIS NOTE NOR THE GUARANTEES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS NOTE AND THE GUARANTEES BY ITS

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ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO OUR AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

Section 8.              Indemnification. 

(a)           Indemnification of the Initial Purchasers.  Each of the Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees and affiliates, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities

20

LLC) as such expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchasers expressly for use in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto).  The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company or any Guarantor may otherwise have.

(b)           Indemnification of the Company and the Guarantors and their Directors and Officers.  Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor and each of their respective directors, officers, employees, affiliates and each person, if any, who controls the Company or any of the Guarantors within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Company, such Guarantor or any such director, officer, employee, affiliate, or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Initial Purchasers), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in 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 any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser expressly for use therein; and to reimburse the Company, such Guarantor and each such director, officer, employee, affiliate or controlling person, for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, such Guarantor or such director, officer, employee, affiliate or controlling person, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.  Each of the Company and the Guarantors hereby acknowledges that the only information that the Initial Purchasers have furnished to the Company expressly for use in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto) are the statements set forth (A) in the eighth paragraph that begins on introductory page ii of the Offering Memorandum and (B) the fourth paragraph, the first two sentences in the fifth paragraph, the third sentence of the sixth paragraph and the eighth paragraph under the caption “Plan of Distribution” in the Offering Memorandum.  The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

(c)           Notifications and Other Indemnification Procedures.  Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such

21

indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained in this Section 8 or to the extent it is not prejudiced as a proximate result of such failure.  In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties.  Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel), approved by the indemnifying party, representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party.

(d)           Settlements.  The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld), but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such

22

indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and does not include any findings of fault, culpability or failure to act by such indemnified party.

Section 9.              Contribution. 

If the indemnification provided for in Section 8 is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Guarantors and their respective affiliates, on the one hand, and the Initial Purchasers, on the other hand, from the offering of the Securities pursuant to this Agreement 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, the Guarantors and their respective affiliates, on the one hand, and the Initial Purchasers, on the other hand, in connection with the statements or omissions or inaccuracies in the representations and warranties herein that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative benefits received by the Company, the Guarantors and their respective affiliates, on the one hand, and the Initial Purchasers, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total discount received by the Initial Purchasers bear to the aggregate initial offering price of the Securities.  The relative fault of the Company, the Guarantors and their respective affiliates, on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Guarantors or their respective affiliates, on the one hand, or the Initial Purchasers, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8(c), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.  The provisions set forth in Section 8(c) with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 8(c) for purposes of indemnification.

The Company and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Initial

23

Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 9.

Notwithstanding the provisions of this Section 9, no Initial Purchaser shall be required to contribute any amount in excess of the discount received by such Initial Purchaser in connection with the Securities distributed by it.  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.  The Initial Purchasers’ obligations to contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective commitments as set forth opposite their names on Schedule A.  For purposes of this Section 9, each director, officer, employee and affiliate of an Initial Purchaser and each person, if any, who controls an Initial Purchaser within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Initial Purchaser, and each director, officer, employee or affiliate of the Company or any Guarantor, and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act and the Exchange Act, shall have the same rights to contribution as the Company and the Guarantors.

Section 10.            Termination of this Agreement.

Prior to the Closing Date, this Agreement may be terminated by the Initial Purchasers by notice given to the Company if at any time (i) trading or quotation in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware, Massachusetts or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company or any Guarantor shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and the Guarantors regardless of whether or not such loss shall have been insured.  Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser to the Company or the Guarantors, or (c) any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Section 11.            Representations and Indemnities to Survive Delivery.

The respective indemnities, agreements, representations, warranties and other statements of the Company and the Guarantors and their officers and of the several Initial Purchasers set

24

forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Initial Purchaser, the Company, the Guarantors or any of their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement.

Section 12.            Notices. 

All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:

If to the Initial Purchasers:

Banc of America Securities LLC
40 West 57th Street
27th Floor
New York, NY  10019
Fax:  704-409-0750
Attention:  Legal Department

with a copy to:

Shearman & Sterling LLP
599 Lexington Avenue
New York, NY  10022
Facsimile:  212-848-7179
Attention:  Andrew R. Schleider, Esq.

If to the Company and the Guarantors:

National MENTOR Holdings, Inc.
313 Congress Street
Boston, MA 02210
Facsimile:  617-790-4940
Attention:  Christina Pak, Esq.

with a copy to:

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL  60601
Facsimile:  312-660-0522
Attention:  James S. Rowe, Esq.

Any party hereto may change the address for receipt of communications by giving written notice to the others.

25

Section 13.            Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Initial Purchasers pursuant to Section 16 hereof, and to the benefit of the indemnified parties referred to in Section 8 and Section 9, and in each case their respective successors, and no other person will have any right or obligation hereunder.  The term “successors” shall not include any purchaser of the Securities as such from any of the Initial Purchasers merely by reason of such purchase.

Section 14.            Partial Unenforceability. 

The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof.  If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

Section 15.            Governing Law; Consent to Jurisdiction.

(a)           Governing Law Provisions.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

(b)           Consent to Jurisdiction.  Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding.  Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court.  The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Section 16.            Default of One or More of the Initial Purchasers. 

If any one or more of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities that such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated, severally, in the proportions that the amount of Securities set forth opposite their respective names on Schedule A bears to the aggregate amount of Securities set forth opposite the names of the non-defaulting

26

Initial Purchaser, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchaser, to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date.  If any one or both of the Initial Purchasers shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on the Closing Date, and arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 8, and Section 9 shall at all times be effective and shall survive such termination.  In any such case either the Initial Purchasers on the one hand or the Company on the other hand, shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Offering Memorandum or any other documents or arrangements may be effected.

As used in this Agreement, the term “Initial Purchaser” shall be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 16.  Any action taken under this Section 16 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Section 17.            General Provisions. 

This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.  This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.  The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

27

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Guarantors the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,
NATIONAL MENTOR, INC.
By:	/s/ John W. Gillespie
	Name:	John W. Gillespie
	Title:	Vice President
GUARANTORS:
NATIONAL MENTOR HOLDINGS, INC.
NATIONAL MENTOR, LLC
NATIONAL MENTOR SERVICES, LLC
FAMILY ADVOCACY SERVICES, LLC
NATIONAL MENTOR SERVICES, INC.
MENTOR MANAGEMENT, INC.
NATIONAL MENTOR HEALTHCARE, LLC
CAROLINA BEHAVIORAL SERVICES, LLC
CENTER FOR COMPREHENSIVE SERVICES, INC.
ILLINOIS MENTOR, INC.
REHABILITATION ACHIEVEMENT CENTER, INC.
MASSACHUSETTS MENTOR, INC.
LLOYD’S LIBERTY HOMES, INC.
UNLIMITED QUEST, INC.
FIRST STEP INDEPENDENT LIVING PROGRAM, INC.
HORRIGAN COLE ENTERPRISES, INC.
OHIO MENTOR, INC.
SOUTH CAROLINA MENTOR, INC.
MENTOR MARYLAND, INC.

Purchase Agreement Signature Page

REM, INC.

REM ARIZONA, INC.

REM ARIZONA REHABILITATION, INC.

REM ARROWHEAD, INC.

REM ATLANTIC, INC.

REM CENTRAL LAKES, INC.

REM COLORADO, INC.

REM COMMUNITY OPTIONS, INC.

REM CONNECTICUT COMMUNITY SERVICES, INC.

REM CONSULTING & SERVICES, INC.

REM CONSULTING OF OHIO, INC.

REM COUNCIL BLUFFS, INC.

REM DEVELOPMENTAL SERVICES, INC.

REM HEALTH, INC.

REM HEALTH OF IOWA, INC.

REM HEALTH OF WISCONSIN, INC.

REM HEALTH OF WISCONSIN II, INC.

REM HEARTLAND, INC.

REM HENNEPIN, INC.

REM HOME HEALTH, INC.

REM INDIANA, INC.

REM INDIANA COMMUNITY SERVICES, INC.

REM INDIANA COMMUNITY SERVICES II, INC.

REM IOWA COMMUNITY SERVICES, INC.

REM IOWA, INC.

REM LEADWAY, INC.

REM MANAGEMENT, INC.

REM MARYLAND, INC.

REM MINNESOTA COMMUNITY SERVICES, INC.

REM MINNESOTA, INC.

REM NEVADA, INC.

REM NEW JERSEY, INC.
REM NORTH DAKOTA, INC.
REM NORTH STAR, INC.
REM OHIO, INC.
REM OHIO WAIVERED SERVICES, INC.
REM OKLAHOMA COMMUNITY SERVICES, INC.
REM PENNSYLVANIA COMMUNITY SERVICES, INC.
REM RAMSEY, INC.
REM RIVER BLUFFS, INC.
REM SILS OF IOWA, INC.
REM SOUTH CENTRAL SERVICES, INC.
REM SOUTHWEST SERVICES, INC.
REM UTAH, INC.
REM WEST VIRGINIA, INC.
REM WISCONSIN, INC.
REM WISCONSIN II, INC.
REM WISCONSIN III, INC.
REM WOODVALE, INC.
By:	/s/ John W. Gillespie
	Name:	John W. Gillespie
	Title:	Vice President

The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.

BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.
UBS SECURITIES LLC
CIBC WORLD MARKETS CORP.

By: BANC OF AMERICA SECURITIES LLC

By:	/s/ Mark Liggitt
	Name:	Mark Liggitt
	Title:	Vice President

SCHEDULE A

INITIAL PURCHASERS

Initial Purchasers	Aggregate Principal Amount of Securities to be Purchased
Banc of America Securities LLC	$	56,250,000
J.P. Morgan Securities Inc.	$	56,250,000
UBS Securities LLC	$	22,500,000
CIBC World Markets Corp.	$	15,000,000
Total	$	150,000,000

A-1

SCHEDULE B

SUBSIDIARIES AND GUARANTORS OF THE COMPANY

1.NATIONAL MENTOR HOLDINGS, INC. (Delaware corporation)

2.NATIONAL MENTOR, LLC (Delaware limited liability company)

3.NATIONAL MENTOR SERVICES, LLC (Delaware limited liability company)

4.FAMILY ADVOCACY SERVICES, LLC (Delaware limited liability company)

5.NATIONAL MENTOR SERVICES, INC. (Delaware corporation)

6.MENTOR MANAGEMENT, INC. (Delaware corporation)

7.NATIONAL MENTOR HEALTHCARE, LLC (Delaware limited liability company)

8.CAROLINA BEHAVIORAL SERVICES, LLC (Delaware limited liability company)

9.CENTER FOR COMPREHENSIVE SERVICES, INC. (Illinois corporation)

10.ILLINOIS MENTOR, INC. (Illinois corporation)

11.REHABILITATION ACHIEVEMENT CENTER, INC. (Illinois corporation)

12.MASSACHUSETTS MENTOR, INC. (Massachusetts corporation)

13.LLOYD’S LIBERTY HOMES, INC. (California corporation)

14.UNLIMITED QUEST, INC. (California corporation)

15.FIRST STEP INDEPENDENT LIVING PROGRAM, INC. (California corporation)

16.HORRIGAN COLE ENTERPRISES, INC. (California corporation)

17.OHIO MENTOR, INC. (Ohio corporation)

18.SOUTH CAROLINA MENTOR, INC. (South Carolina corporation)

19.MENTOR MARYLAND, INC. (Maryland corporation)

20.REM, INC. (Minnesota corporation)

21.REM ARIZONA, INC. (Arizona corporation)

B-1

22.REM ARIZONA REHABILITATION, INC. (Arizona corporation)

23.REM ARROWHEAD, INC. (Minnesota corporation)

24.REM ATLANTIC, INC. (Iowa corporation)

25.REM CENTRAL LAKES, INC. (Minnesota corporation)

26.REM COLORADO, INC. (Colorado corporation)

27.REM COMMUNITY OPTIONS, INC. (West Virginia corporation)

28.REM CONNECTICUT COMMUNITY SERVICES, INC. (Connecticut corporation)

29.REM CONSULTING & SERVICES, INC. (Minnesota corporation)

30.REM CONSULTING OF OHIO, INC. (Ohio corporation)

31.REM COUNCIL BLUFFS, INC. (Minnesota corporation)

32.REM DEVELOPMENTAL SERVICES, INC. (Iowa corporation)

33.REM HEALTH, INC. (Minnesota corporation)

34.REM HEALTH OF IOWA, INC. (Iowa corporation)

35.REM HEALTH OF WISCONSIN, INC. (Wisconsin corporation)

36.REM HEALTH OF WISCONSIN II, INC. (Wisconsin corporation)

37.REM HEARTLAND, INC. (Minnesota corporation)

38.REM HENNEPIN, INC. (Minnesota corporation)

39.REM HOME HEALTH, INC. (Minnesota corporation)

40.REM INDIANA, INC. (Indiana corporation)

41.REM INDIANA COMMUNITY SERVICES, INC. (Indiana corporation)

42.REM INDIANA COMMUNITY SERVICES II, INC. (Indiana corporation)

43.REM IOWA COMMUNITY SERVICES, INC. (Iowa corporation)

44.REM IOWA, INC. (Iowa corporation)

45.REM LEADWAY, INC. (Minnesota corporation)

46.REM MANAGEMENT, INC. (Minnesota corporation)

A-2

47.REM MARYLAND, INC. (Maryland corporation)

48.REM MINNESOTA COMMUNITY SERVICES, INC. (Minnesota corporation)

49.REM MINNESOTA, INC. (Minnesota corporation)

50.REM NEVADA, INC. (Nevada corporation)

51.REM NEW JERSEY, INC. (New Jersey corporation)

52.REM NORTH DAKOTA, INC. (North Dakota corporation)

53.REM NORTH STAR, INC. (Minnesota corporation)

54.REM OHIO, INC. (Ohio corporation)

55.REM OHIO WAIVERED SERVICES, INC. (Ohio corporation)

56.REM OKLAHOMA COMMUNITY SERVICES, INC. (Oklahoma corporation)

57.REM PENNSYLVANIA COMMUNITY SERVICES, INC. (Pennsylvania corporation)

58.REM RAMSEY, INC. (Minnesota corporation)

59.REM RIVER BLUFFS, INC. (Minnesota corporation)

60.REM SILS OF IOWA, INC. (Iowa corporation)

61.REM SOUTH CENTRAL SERVICES, INC. (Minnesota corporation)

62.REM SOUTHWEST SERVICES, INC. (Minnesota corporation)

63.REM UTAH, INC. (Utah corporation)

64.REM WEST VIRGINIA, INC. (West Virginia corporation)

65.REM WISCONSIN, INC. (Wisconsin corporation)

66.REM WISCONSIN II, INC. (Wisconsin corporation)

67.REM WISCONSIN III, INC. (Wisconsin corporation)

68.REM WOODVALE, INC. (Minnesota corporation)

A-3

EXHIBIT A

FORM OF REGISTRATION RIGHTS AGREEMENT

A-1

EXHIBIT B-1

FORM OF OPINION OF COUNSEL FOR THE COMPANY

B-1-1

EXHIBIT B-2

FORM OF LOCAL COUNSEL OPINION

B-2-1

EXHIBIT C

FORM OF OPINION OF REGULATORY COUNSEL FOR THE COMPANY

C-1

TERMS AND CONDITIONS OF OFFERS AND SALES

Resale Pursuant to Regulation S.

The Initial Purchasers understand that:

(a)           The Initial Purchasers agree that they have not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 under the Securities Act (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S of the Securities Act or another exemption from the registration requirements of the Securities Act.  Such Initial Purchasers agree that, during such 40-day restricted period, they will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as permitted by and include the statements required by Regulation S.

(b)           The Initial Purchasers agree that, at or prior to confirmation of a sale of Securities by them to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903(c)(3) under the Securities Act, they will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration 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, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or Rule 144A or to Accredited Institutions in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Notes covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect.  Terms used above have the meanings assigned to them in Regulation S.”

I-1

EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

NATIONAL MENTOR HOLDINGS, INC.

ARTICLE ONE

The name of the corporation is National Mentor Holdings, Inc.

ARTICLE TWO

The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, 19801, County of New castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of stock which the corporation has authority to issue is 1,000 shares of Common Stock, with a par value of $.01 per share.

ARTICLE FIVE

The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
Barbara A. Beach	200 East Randolph Drive
	Suite 5700
	Chicago, Illinois 60601

ARTICLE SIX

The corporation is to have perpetual existence.

ARTICLE SEVEN

In furtherance and not inlimitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.

ARTICLE EIGHT

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Election of directors need not be by written ballot unless the by-laws of the corporation so provide.

ARTICLE NINE

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

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ARTICLE TEN

The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE ELEVEN

The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 21^st day of November, 2000.

/s/ Barbara A. Beach

Barbara A. Beach, Sole Incorporator

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:30 PM 03/07/2001

010113514 - 3319905

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

NATIONAL MENTOR HOLDINGS, INC.

* * * * *

Adopted in accordance with the provisions

of §241 of the General Corporation Law

of the State of Delaware

* * * * *

Timothy Sullivan, being the duly elected President and Secretary of National Mentor Holdings, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST:That the Certificate of Incorporation of the Corporation be, and hereby is, further amended by deleting Article Four in its entirety and substituting in lieu thereof the following:

ARTICLE FOUR

A. AUTHORIZED SHARES

The total number of shares of capital stock which the Corporation has authority to issue is 10,050,000 shares, consisting of:

(1)50,000 shares of Class A Preferred Stock, par value $.01 per share (“Class A Preferred”); and

(2)10,000,000 shares of Common Stock, par value $.01 per share (“Common”).

The shares of Class A Preferred and Common shall have the rights, preferences and limitations set forth below. Capitalized terms used but not otherwise defined in Part A, B or C of this ARTICLE FOUR are defined in Part D.

B. PREFERRED STOCK

Section 1. Dividends.

(a)General Obligation. When and as declared by the Corporation’s board of directors and to the extent permitted under the General Corporation Law of Delaware, the Corporation shall pay preferential dividends in cash to the holders of the Class A Preferred as provided in this Section 1. Dividends on each share of the Class A Preferred (a “Class A Preferred Share,” and collectively, the “Class A Preferred Shares”) shall accrue on a daily basis at the rate of fourteen percent (14.0%) per annum of the sum of (x) the Liquidation Value thereof plus (y) all dividends which have accumulated thereon pursuant to Section 1(b) below (and are then unpaid) from and including the date of issuance of such Class A Preferred Share to and including the first to occur of (i) the date on which the Liquidation Value of such Class A Preferred Share (plus all accrued and unpaid dividends thereon) is paid to the holder thereof in connection with the liquidation of the Corporation or the redemption of such Class A Preferred Share by the Corporation or (ii) the date on which such share is otherwise acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, and such dividends shall be cumulative such that all accrued and unpaid dividends shall be fully paid or declared with funds irrevocably set apart for payment before any dividends, distributions, redemptions or other payments may be made with respect to any Junior Securities. The date on which the Corporation initially issues any Class A Preferred Share shall be deemed to be its “date of issuance” regardless of the number of times transfer of such Class A Preferred Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Class A Preferred Share.

(b)Dividend Reference Dates. To the extent not paid on March 31, June 30, September 30 and December 31 of each year, beginning March 31, 2001 (the “Dividend Reference Dates”), all dividends which have accrued on each Class A Preferred Share outstanding during the three-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated and shall remain accumulated dividends with respect to such Class A Preferred Share until paid to the holder thereof.

(c)Distribution of Partial Dividend Payments. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued with respect to the Class A Preferred Shares, such payment shall be distributed pro rata among the holders thereof based upon the aggregate accrued but unpaid dividends on the Class A Preferred Shares held by each such holder.

Section 2. Priority of Class A Preferred Shares on Dividends and Redemptions.

So long as any Class A Preferred Shares remains outstanding, without the prior written consent of the holders of amajority of the outstanding Class A Preferred Shares, the Corporation shall not, nor shall it permit any Subsidiary to, redeem, purchase or otherwise acquire

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directly or indirectly any Junior Securities, nor shall the Corporation directly orindirectly pay or declare any dividend or make any distribution upon any Junior Securities; provided that the Corporation may repurchase shares of Common from present or former employees of the Corporation and its Subsidiaries in accordance with arrangements and agreements which have been approved by the Corporation’s board of directors.

Section 3. Liquidation.

Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), each holder of Class A Preferred Shares shall be entitled to be paid, before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the aggregate Liquidation Value of all Class A Preferred Shares held by such holder (plus all accrued and unpaid dividends thereon), and the holders of Class A Preferred Shares shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Corporation, the Corporation’s assets to be distributed among the holders of the Class A Preferred are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Section 3, then the entire assets available to be distributed to the Corporation’s stockholders shall be distributed pro rata among such holders based upon the aggregate Liquidation Value (plus all accrued and unpaid dividends) of the Class A Preferred held by each such holder. Not less than 60 days prior to the payment date stated therein, the Corporation shall mail written notice of any such liquidation, dissolution or winding up to each record holder of Class A Preferred, setting forth in reasonable detail the amount of proceeds to be paid with resect to each Class A Preferred Share and each share of Common in connection with such liquidation, dissolution or winding up.

Section 4. Redemptions.

(a)Scheduled Redemption. The Corporation shall redeem all of the outstanding Class A Preferred Shares on December 31, 2008 (the “Scheduled Redemption Date”), at a price per Class A Preferred Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon).

(b)Optional Redemptions. The Corporation may at any time and from time to time redeem all or any portion of the Class A Preferred Shares then outstanding. Upon any such redemption, the Corporation shall pay a price per Class A Preferred Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon).

(c)Redemption in Connection With Public Offering. The Corporation shall, at the request (by written notice given to the Corporation at least five days before the Corporation’s receipt of the proceeds) of the holders of a majority of the Class A Preferred, apply the net cash proceeds from any Public Offering remaining after deduction of all discounts, underwriters’ commissions and other reasonable expenses to redeem Class A Preferred Shares at a price per Class A Preferred Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon). Such redemption shall take place on a date fixed by the Corporation, which date shall be not more than five days after the Corporation’s receipt of such proceeds.

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(d)Redemption in Connection With Sale of the Corporation. If a Sale of the Corporation has occurred or the Corporation obtains knowledge that a Sale of the Corporation is proposed to occur, the Corporation shall give prompt written notice of such Sale of the Corporation describing in reasonable detail the material terms and date of consummation thereof to each holder of Class A Preferred, but in any event such notice shall not be given later than five days after the occurrence of such Sale of the Corporation, and the Corporation shall give each holder of Class A Preferred prompt written notice of any material change in the terms or timing of such transaction. The holder or holders of a majority of the Class A Preferred then outstanding may require the Corporation to redeem all or any portion of the Class A Preferred owned by such holders at a price per Class A Preferred Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) by giving written notice to the Corporation of such election prior to the later of (a) 21 days after receipt of the Corporation’s notice and (b) five days prior to the consummation of the Sale of the Corporation (the “Expiration Date”). The Corporation shall give prompt written notice of any such election to all other holders of Class A Preferred Shares within five days after the receipt thereof, and each such holder shall have until the later of (a) the Expiration Date or (b) ten days after receipt of such second notice to request redemption hereunder (by giving written notice to the Corporation) of all or any portion of the Class A Preferred owned by such holder. Upon receipt of such election(s), the Corporation shall be obligated to redeem the aggregate number of Class A Preferred Shares specified therein on the later of (a) the occurrence of the Sale of the Corporation or (b) five days after the Corporation’s receipt of such election(s). If any proposed Sale of the Corporation does not occur, all requests for redemption in connection therewith shall be automatically rescinded, or if there has been a material change in the terms or the timing of the transaction, the Corporation shall give prompt written notice thereof to each holder of Class A Preferred and any holder of Class A Preferred Shares may rescind or modify such holder’s request for redemption or may request redemption hereunder by delivering written notice thereof to the Corporation prior to the consummation of the transaction.

(e)Redemption Payments. For each Class A Preferred Share which is to be redeemed hereunder, the Corporation shall be obligated on the Redemption Date to pay to the holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such Class A Preferred Share) an amount in immediately available funds equal to the Liquidation Value of such Class A Preferred Share (plus all accrued and unpaid dividends thereon). If the funds of the Corporation legally available for redemption of Class A Preferred Shares on any Redemption Date are insufficient to redeem the total number of Class A Preferred Shares to be redeemed on such date, those funds which are legally available shall be used to redeem the maximum possible number of Class A Preferred Shares pro rata among the holders of the Class A Preferred Shares to be redeemed based upon the aggregate Liquidation Value of such Class A Preferred Shares held by each such holder (plus all accrued and unpaid dividends thereon). At any time thereafter when additional funds of the Corporation are legally available for the redemption of Class A Preferred Shares, such funds shall immediately be used to redeem the balance of the Class A Preferred Shares which the Corporation has become obligated to redeem on any Redemption Date but which it has not redeemed and, until such balance has been so redeemed in full, no other shares of the capital stock of the Corporation shall be redeemed and no dividends shall be paid thereon.

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(f)Notice of Redemption. Except as otherwise provided herein, the Corporation shall mail written notice of each redemption of any Class A Preferred Share to each record holder thereof not more than 60 nor less than 30 days prior to the date on which such redemption is to be made. In case fewer than the total number of Class A Preferred Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Class A Preferred Shares shall be issued to the holder thereof without cost to such holder within five business days after surrender of the certificate representing the redeemed Class A Preferred Shares.

(g)Determination of the Number of Each Holder’s Shares to be Redeemed. Except as otherwise provided herein, the number of Class A Preferred Shares to be redeemed from each holder thereof in redemptions hereunder (including, without limitation, redemptions pursuant to Section 4(b) and 4(c) hereof) shall be the number of Class A Preferred Shares determined by multiplying the total number of Class A Preferred Shares to be redeemed times a fraction, the numerator of which shall be the total number of Class A Preferred Shares then held by such holder and the denominator of which shall be the total number of Class A Preferred Shares then outstanding.

(h)Dividends After Redemption Date. No Class A Preferred Share shall be entitled to any dividends accruing after the date on which the Liquidation Value of such Class A Preferred Share (plus all accrued and unpaid dividends thereon) is paid to the holder of such Class A Preferred Share. On such date, all rights of the holder of such Class A Preferred Share shall cease, and such Class A Preferred Share shall no longer be deemed to be issued and outstanding.

Section 5. Voting Rights.

Except as otherwise provided herein and as otherwise required by applicable law, the Class A Preferred shall have no voting rights; provided that each holder of Class A Preferred Shares shall be entitled to notice of all stockholders meetings at the same time and in the same manner as notice is given to all stockholders entitled to vote at such meetings.

Section 6. Amendment and Waiver.

No amendment, modification or waiver shall be binding or effective with respect to any provision of this Part B without the prior written consent of the holders of a majority of the Class A Preferred outstanding at the time such action is taken.

C. COMMON

Section 1. Voting Rights. Except as otherwise required by applicable law, all holders of Common shall be entitled to one vote per share on all matters to be voted on by the Corporation’s stockholders.

Section 2. Dividends. As and when dividends are declared or paid thereon, whether in cash, property or securities of the Corporation, the holders of Common shall be entitled to

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participate in such dividends ratably on a per share basis. The rights of the holders of Common to receive dividends are subject to the provisions of the Class A Preferred Shares.

Section 3. Liquidation. Subject to the provisions of the Class A Preferred Shares, the holders of the Common shall be entitled to participate ratably on a per share basis in all distributions to the holders of Common in any liquidation, dissolution or winding up of the Corporation.

D. MISCELLANEOUS

Section 1. Definitions.

The following terms shall have the meanings specified:

“Junior Securities” means any capital stock or other equity securities of the Corporation, except for the Class A Preferred Shares.

“Liquidation Value” of any Class A Preferred Share as of any particular date shall be equal to $1,000.00.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Public Offering” means an initial public offering and sale of equity securities of the Corporation pursuant to an effective registration statement under the Securities Act.

“Redemption Date” as to any Class A Preferred Share means the date specified in the notice of any redemption at the Corporation’s option or at the holder’s option or the applicable date specified herein in the case of any other redemption; provided that no such date shall be a Redemption Date unless the Liquidation Value of such Class A Preferred Share (plus all accrued and unpaid dividends thereon) is actually paid in full on such date, and if not so paid in full, the Redemption Date shall be the date on which such amount is fully paid.

“Sale of the Corporation” means (i) any sale, transfer or issuance or series of sales, transfers and/or issuances of capital stock of the Corporation by the Corporation or any holders thereof which results in any Person or group of Persons (as the term “group” is used under the Securities Exchange Act), other than the holders of Common and Class A Preferred Shares as of March 13, 2001, owning capital stock of the Corporation possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation’s board of directors, and (ii) any sale or transfer of all or substantially all of the assets of the Corporation and its Subsidiaries in any transaction or series of transactions (other than sales in the ordinary course of business).

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal law then in force.

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“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing general partner of such limited liability company, partnership, association or other business entity.

Section 2.  Registration of Transfer.

The Corporation shall keep at its principal office (or such other place as the Corporation reasonably designates) a register for the registration of shares of Class A Preferred and Common. Upon the surrender of any certificaterepresenting shares of Class A Preferred or Common at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of such class represented by the surrendered certificate, and the Corporation forthwith shall cancel such surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares of such class as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. The issuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance.

Section 3.  Replacement.

Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of Class A Preferred or Common, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate anew certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

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Section 4. Notices.

Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by registered or certified mail, return receipt requested and postage prepaid, or by reputable overnight courier service, charges prepaid, and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any stockholder, at such holder’s address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder). Notices will be deemed to have been given hereunder when delivered personally, three days after deposit inthe U.S. mail, and one day after deposit with a reputable overnight courier service.

SECOND:That the Board of Directors of the Corporation duly adopted and approved the foregoing amendment by unanimous written consent pursuant to the provisions of Section 141(f) and 241 of the General Corporation Law of the State of Delaware.

THIRD:That the Corporation has not received payment for any of its stock.

* * * * *

8

IN WITNESS WHEREOF, the undersigned does hereby certify under penalties of perjury that this Certificate of Amendment to the Certificate of Incorporation of the Corporation is the act and deed of the undersigned and the facts stated herein are true and accordingly has hereunto set his hand this 7^th day of March, 2001.

NATIONAL MENTOR HOLDINGS, INC.
a Delaware corporation
By:	/s/ Timothy Sullivan
	Timothy Sullivan, President and Secretary

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

NATIONAL MENTOR HOLDINGS, INC.

*****

Adopted in accordance with the provisions

of §242 of the General Corporation Law

of the State of Delaware

* * * * *

Christina Pak, being a duly elected Vice President of National Mentor Holdings, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST:  That the Certificate of Incorporation of the Corporation be, and hereby is, further amended by deleting Article Four in its entirety and substituting in lieu thereof a new Article Four as set forth on Exhibit A attached hereto and made a part hereof (the “Amendment”).

SECOND:  That the Board of Directors of the Corporation approved the Amendment by unanimous written consent pursuant to the provisions of Section 141(f) and 242 of the General Corporation Law of the State of Delaware and directed that such amendment be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration, approval and adoption thereof.

THIRD:  That the stockholders entitled to vote thereon approved the Amendment by written consent in accordance with Section 228 and242 of the General Corporation Law of the State of Delaware.

* * * * *

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:17 PM 04/30/2003

FILED 05:59 PM 04/30/2003

SRV 030281416 – 3319905 FILE

Exhibit A

ARTICLE FOUR

A. AUTHORIZED SHARES

The total number of shares of capital stock which the Corporation has authority to issue is 20,125,000 shares, consisting of:

1.125,000 shares of Class A Preferred Stock, par value $.01 per share (“Class A Preferred”); and

2.20,000,000 shares of Common Stock, par value $.01 per share (“Common”).

The shares of Class A Preferred and Common shall have the rights, preferences and limitations set forth below. Capitalized terms used but not otherwise defined in Part A, B or C of this ARTICLE FOUR are defined in Part D.

B. PREFERRED STOCK

Section 1.Dividends.

(a)           General Obligation. When and as declared by the Corporation’s board of directors and to the extent permitted under the General Corporation Law of Delaware, the Corporation shall pay preferential dividends in cash to the holders of the Class A Preferred as provided in this Section 1.  Dividends on each share of the Class A Preferred (a “Class A Preferred Share,” and collectively, the “Class A Preferred Shares”) shall accrue on a daily basis at the rate of fourteen percent (14.0%) per annum of the sum of (x) the Liquidation Value thereof plus (y) all dividends which have accumulated thereon pursuant to Section 1(b) below (and are then unpaid) from and including the date of issuance of such Class A Preferred Share to and including the first to occur of (i) the date on which the Liquidation Value of such Class A Preferred Share (plus all accrued and unpaid dividends thereon) is paid to the holder thereof in connection with the liquidation of the Corporation or the redemption of such Class A Preferred Share by the Corporation or (ii) the date on which such share is otherwise acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, and such dividends shall be cumulative such that all accrued and unpaid dividends shall be fully paid or declared with funds irrevocably set apart for payment before any dividends, distributions, redemptions or other payments may be made with respect to any Junior Securities. The date on which the Corporation initially issues any Class A Preferred Share shall be deemed to be its “date of issuance” regardless of the number of times transfer of such Class A Preferred Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Class A Preferred Share.

(b)Dividend Reference Dates. To the extent not paid on March 31, June 30, September 30 and December 31 of each year, beginning March 31, 2001 (the “Dividend Reference Dates”), all dividends which have accrued on each Class A Preferred Share

outstanding during the three-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated and shall remain accumulated dividends with respect to such Class A Preferred Share until paid to the holder thereof.

(c)Distribution of Partial Dividend Payments. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued with respect to the Class A Preferred Shares, such payment shall be distributed pro rata among the holders thereof based upon the aggregate accrued but unpaid dividends on the Class A Preferred Shares held by each such holder.

Section 2.Priority of Class A Preferred Shares on Dividends and Redemptions.

So long as any Class A Preferred Shares remains outstanding, without the prior written consent of the holders of a majority of the outstanding Class A Preferred Shares, the Corporation shall not, nor shall it permit any Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any Junior Securities, nor shall the Corporation directly or indirectly pay or declare any dividend or make any distribution upon any Junior Securities; provided that the Corporation may repurchase shares of Common from present or former employees of the Corporation and its Subsidiaries in accordance with arrangements and agreements which have been approved by the Corporation’s board of directors.

Section 3.Liquidation.

Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), each holder of Class A Preferred Shares shall be entitled to be paid, before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the aggregate Liquidation Value of all Class A Preferred Shares held by such holder (plusall accrued and unpaid dividends thereon), and the holders of Class A Preferred Shares shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Corporation, the Corporation’s assets to be distributed among the holders of the Class A Preferred are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Section 3, then the entire assets available to be distributed to the Corporation’s stockholders shall be distributed pro rata among such holders based upon the aggregate Liquidation Value (plus all accrued and unpaid dividends) of the Class A Preferred held by each such holder. Not less than 60 days prior to the payment date stated therein, the Corporation shall mail written notice of any such liquidation, dissolution or winding up to each record holder of Class A Preferred, setting forth in reasonable detail the amount of proceeds to be paid with resect to each Class A Preferred Share and each share of Common in connection with such liquidation, dissolution or winding up.

Section 4.Redemptions.

(a)Scheduled Redemption. The Corporation shall redeem all of the outstanding Class A Preferred Shares on June 30, 2011 (the “Scheduled Redemption Date”), at a

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price per Class A Preferred Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon).

(b)Optional Redemptions. The Corporation may at any time and from time to time redeem all or any portion of the Class A Preferred Shares then outstanding. Upon any such redemption, the Corporation shall pay a price per Class A Preferred Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon).

(c)Redemption in Connection With Public Offering. The Corporation shall, at the request (by written notice given to the Corporation at least five days before the Corporation’s receipt of the proceeds) of the holders of a majority of the Class A Preferred, apply the net cash proceeds from any Public Offering remaining after deduction of all discounts, underwriters’ commissions and other reasonable expenses to redeem Class A Preferred Shares at a price per Class A Preferred Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon). Such redemption shall take place on a date fixed by the Corporation, which date shall be not more than five days after the Corporation’s receipt of such proceeds.

(d)Redemption in Connection With Sale of the Corporation. If a Sale of the Corporation has occurred or the Corporation obtains knowledge that a Sale of the Corporation is proposed to occur, the Corporation shall give prompt written notice of such Sale of the Corporation describing in reasonable detail the material terms and date of consummation thereof to each holder of Class A Preferred, but in any event such notice shall not be given later than five days after the occurrence of such Sale of the Corporation, and the Corporation shall give each holder of Class A Preferred prompt written notice of any material change in the terms or timing of such transaction. The holder or holders of a majority of the Class A Preferred then outstanding may require the Corporation to redeem all or any portion of the Class A Preferred owned by such holders at a price per Class A Preferred Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) by giving written notice to the Corporation of such election prior to the later of (a) 21 days after receipt of the Corporation’s notice and (b) five days prior to the consummation of the Sale of the Corporation (the “Expiration Date”). The Corporation shall give prompt written notice of any such election to all other holders of Class A Preferred Shares within five days after the receipt thereof, and each such holder shall have until the later of (a) the Expiration Date or (b) ten days after receipt of such second notice to request redemption hereunder (by giving written notice to the Corporation) of all or any portion of the Class A Preferred owned by such holder. Upon receipt of such election(s), the Corporation shall be obligated to redeem the aggregate number of Class A Preferred Shares specified therein on the later of (a) the occurrence of the Sale of the Corporation or (b) five days after the Corporation’s receipt of such election(s). If any proposed Sale of the Corporation does not occur, all requests for redemption in connection therewith shall be automatically rescinded, or if there has been a material change in the terms or the timing of the transaction, the Corporation shall give prompt written notice thereof to each holder of Class A Preferred and anyholder of Class A Preferred Shares may rescind or modify such holder’s request for redemption or may request redemption hereunder by delivering written notice thereof to the Corporation prior to the consummation of the transaction.

(e)Redemption Payments. For each Class A Preferred Share which is to be redeemed hereunder, the Corporation shall be obligated on the Redemption Date to pay to the

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holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such Class A Preferred Share) an amount in immediately available funds equal to the Liquidation Value of such Class A Preferred Share (plus all accrued and unpaid dividends thereon). If the funds of the Corporation legally available for redemption of Class A Preferred Shares on any Redemption Date are insufficient to redeem the total number of Class A Preferred Shares to be redeemed on such date, those funds which are legally available shall be used to redeem the maximum possible number of Class A Preferred Shares pro rata among the holders of the Class A Preferred Shares to be redeemed based upon the aggregate Liquidation Value of such Class A Preferred Shares held by each such holder (plus all accrued and unpaid dividends thereon). At any time thereafter when additional funds of the Corporation are legally available for the redemption of Class A Preferred Shares, such funds shall immediately be used to redeem the balance of the Class A Preferred Shares which the Corporation has become obligated to redeem on any Redemption Date but which it has not redeemed and, until such balance has been so redeemed in full, no other shares of the capital stock of the Corporation shall be redeemed and no dividends shall be paid thereon.

(f)Notice of Redemption. Except at otherwise provided herein, the Corporation shall mail written notice of each redemption of any Class A Preferred Share to each record holder thereof not more than 60 nor less than 30 days prior to the date on which such redemption is to be made. In case fewer than the total number of Class A Preferred Shares represented by any certificate areredeemed, a new certificate representing the number of unredeemed Class A Preferred Shares shall be issued to the holder thereof without cost to such holder within five business days after surrender of the certificate representing the redeemed Class A Preferred Shares.

(g)Determination of the Number of Each Holder’s Shares to be Redeemed. Except as otherwise provided herein, the number of Class A Preferred Shares to be redeemed from each holder thereof in redemptions hereunder (including, without limitation, redemptions pursuant to Section 4(b) and 4(c) hereof) shall be the number of Class A Preferred Shares determined by multiplying the total number of Class A Preferred Shares to be redeemed times a fraction, the numerator of which shall be the total number of Class A Preferred Shares then held by such holder and the denominator of which shall be the total number of Class A Preferred Shares then outstanding.

(h)Dividends After Redemption Date. No Class A Preferred Share shall be entitled to any dividends accruing after the date on which the Liquidation Value of such Class A Preferred Share (plus all accrued and unpaid dividends thereon) is paid to the holder of such Class A Preferred Share. On such date, all rights of the holder of such Class A Preferred Shire shall cease, and such Class A Preferred Share shall no longer be deemed to be issued and outstanding.

Section 5.Voting Rights.

Except as otherwise provided herein and as otherwise required by applicable law, the Class A Preferred shall have no voting rights; provided that each holder of Class A Preferred Shares shall be entitled to notice of all stockholders meetings at the same time and in the same manner as notice is given to all stockholders entitled to vote at such meetings.

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Section 6.Amendment and Waiver.

No amendment, modification or waiver shall be binding or effective with respect to any provision of this Part B without the prior written consent of the holders of a majority of the Class A Preferred outstanding at the time such action is taken.

C. COMMON

Section 1.Voting Rights. Except as otherwise required by applicable law, all holders of Common shall be entitled to one vote per share on all matters to be voted on by the Corporation’s stockholders.

Section 2.Dividends. As and when dividends are declared or paid thereon, whether in cash, property or securities of the Corporation, the holders of Common shall be entitled to participate in such dividends ratably on a per share basis. The rights of the holders of Common to receive dividends are subject to the provisions of the Class A Preferred Shares.

Section 3.Liquidation. Subject to the provisions of the Class A Preferred Shares, the holders of the Common shall be entitled to participate ratably on a per share basis in all distributions to the holders of Common in any liquidation, dissolution or winding up of the Corporation.

D. MISCELLANEOUS

Section 1.Definitions.

The following terms shall have the meanings specified:

“Junior Securities” means any capital stock or other equity securities of the Corporation, except for the Class A Preferred Shares.

“Liquidation Value” of any Class A Preferred Share as of any particular date shall be equal to $1,000.00.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Public Offering” means an initial public offering and sale of equity securities of the Corporation pursuant to an effective registration statement under the Securities Act.

“Redemption Date” as to any Class A Preferred Share means the date specified in the notice of any redemption at the Corporation’s option or at the holder’s option or the applicable date specified herein in the case of any other redemption; provided that no such date shall be a Redemption Date unless the Liquidation Value of such Class A Preferred Share (plus all accrued and unpaid dividends thereon) is actually paid in full on such date, and if not so paid in full, the Redemption Date shall be the date on which such amount is fully paid.

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“Sale of the Corporation” means (i) any sale, transfer or issuance or series of sales, transfers and/or issuances of capital stock of the Corporation by the Corporation or any holders thereof which results in any Person or group of Persons (as the term “group” is used under the Securities Exchange Act), other than the holders of Common and Class A Preferred Shares as of March 13, 2001, owning capital stock of the Corporation possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation’s board of directors, and (ii) any sale or transfer of all or substantially all of the assets of the Corporation and its Subsidiaries in any transaction or series of transactions (other than sales in the ordinary course of business).

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal law then in force.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that person or a combination thereof. For purposes hereof, aPerson or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Parsons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing general partner of such limited liability company, partnership, association or other business entity.

Section 2.Registration of Transfer.

The Corporation shall keep at its principal office (or such other place as the Corporation reasonably designates) a register for the registration of shares of Class A Preferred and Common. Upon the surrender of any certificate representing shares of Class A Preferred or Common at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of such class represented by the surrendered certificate, and the Corporation forthwith shall cancel such surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares of such class as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. Theissuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance.

Section 3.Replacement.

Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or

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mutilation of any certificate evidencing one or more shares of Class A Preferred or Common, and inthe case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

Section 4.Notices.

Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by registered or certified mail, return receipt requested and postage prepaid, or by reputable overnight courier service, charges prepaid, and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any stockholder, at such holder’s address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder). Notices will be deemed to have been given hereunder when delivered personally, three days after deposit in the U.S. mail, and one day after deposit with a reputable overnight courier service.

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IN WITNESS WHEREOF, the undersigned does hereby certify under penalties of perjury that this Certificate of Amendment to the Certificate of Incorporation of the Corporation is the act and deed of the undersigned and the facts stated herein are true and accordingly has hereunto set her hand this 30^th day of April, 2003.

NATIONAL MENTOR HOLDINGS, INC.,
a Delaware corporation
By:	/s/ Christina Pak
	Name: Christina Pak
Its:	Vice President

EX-3.2

Exhibit 3.2

BY-LAWS

OF

NATIONAL MENTOR HOLDINGS, INC.

A Delaware Corporation

ARTICLE I

OFFICES

Section 1.  Registered Office.  The registered office of the corporation in the State of Delaware shall be located 1209 Orange Street, City of Wilmington, County of New Castle, Delaware.  The name of the corporation’s registered agent at such address shall be The Corporation Trust Company.  The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2.  Other Offices.  The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.   Place and Time of Meetings.  An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting.  The date, time and place of the annual meeting shall be determined by the president of the corporation; provided, that if the president does not act, the board of directors shall determine the date, time and place of such meeting.

Section 2.  Special Meetings.  Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof.  Such meetings may be called at any time by the board of directors, the president or the holders of shares entitled to cast not less than a majority of the votes at the meeting.

Section 3.  Place of Meetings.  The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for

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any special meeting called by the board of directors.  If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4.  Notice.  Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting.  All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation.

Section 5.  Stockholders List.  The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6.  Quorum.  The holders of a majority of the outstanding shares of capital stock, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation.  If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.

Section 7.  Adjourned Meetings.  When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8.  Vote Required.  When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

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Section 9.  Voting Rights.  Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 10.  Proxies.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 11.  Action by Written Consent.  Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office.  All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not con­sented in writing.  Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

Section 1.  General Powers.  The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2.  Number, Election and Term of Office.  The number of directors which shall constitute the first board shall be one (1).  Thereafter, the number of directors shall be established

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from time to time by resolution of the board.  The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors.  The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III.  Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3.  Removal and Resignation.  Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.  Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.  Any director may resign at any time upon written notice to the corporation.

Section 4.  Vacancies.  Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director.  Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5.  Annual Meetings.  The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6.  Other Meetings and Notice.  Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board.  Special meetings of the board of directors may be called by or at the request of the president or any director on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph.

Section 7.  Quorum, Required Vote and Adjournment.  A majority of the total number of directors shall constitute a quorum for the transaction of business.  The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors.  If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than an­nouncement at the meeting, until a quorum shall be present.

Section 8.  Committees.  The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law.  The board of directors may designate one or more directors as alternate members of any committee, who may replace any

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absent or disqualified member at any meeting of the committee.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.  Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9.  Committee Rules.  Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee.  In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10.  Communications Equipment.  Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11.  Waiver of Notice and Presumption of Assent.  Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12.  Action by Written Consent.  Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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ARTICLE IV

OFFICERS

Section 1.  Number.  The officers of the corporation shall be elected by the board of directors and shall consist of a president, one or more vice-presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors.  Any number of offices may be held by the same person except that neither the chairman of the board nor the president shall also hold the office of secretary.  In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Section 2.  Election and Term of Office.  The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be.  Vacancies may be filled or new offices created and filled at any meeting of the board of directors.  Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3.  Removal.  Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.  Vacancies.  Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5.  Compensation.  Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6.  Chairman of the Board.  The Chairman of the Board shall be the chief executive officer of the corporation, and shall have the powers and perform the duties incident to that position.  Subject to the powers of the board of directors, he or she shall be in the general and active charge of the entire business and affairs of the corporation, and shall be its chief policy making officer.  He or she shall preside at all meetings of the board of directors and stockholders and shall have such other powers and perform such other duties as may be prescribed by the board of directors or provided in these by-laws.  Whenever the president is unable to serve, by reason of sickness, absence or otherwise, the chairman of the board shall perform all the duties and responsibilities and exercise all the powers of the president.

Section 7.  The President.  The president shall, subject to the powers of the board of directors and the chairman of the board, have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect.  The president shall

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execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.  The president shall have such other powers and perform such other duties as may be pre­scribed by the chairman of the board or the board of directors or as may be provided in these by-laws.

Section 8.  Chief Operating Officer. The chief operating officer of the corporation, subject to the powers of the board of directors, shall have general and active management of the business of the corporation; and shall see that all orders and resolutions of the board of directors are carried into effect.  The chief operating officer shall have such other powers and perform such other duties as may be prescribed by the chairman of the board, the chief executive officer or the board of directors or as may be provided in these by-laws.

Section 9.  Chief Financial Officer.  The chief financial officer of the corporation shall, under the direction of the chief executive officer, be responsible for all financial and accounting matters and for the direction of the offices of treasurer and controller.  The chief financial officer shall have such other powers and perform such other duties as may be prescribed by the chairman of the board, chief executive officer or the board of directors or as may be provided in these by-laws.

Section 10.  Vice-Presidents.  The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president.  The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the chairman of the board, the president or these by-laws may, from time to time, prescribe.

Section 11.  The Secretary and Assistant Secretaries.  The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose.  Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the chairman of the board, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation.  The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.  The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chairman of the board, the president, or secretary may, from time to time, prescribe.

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Section 12.  The Treasurer and Assistant Treasurer.  The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the chairman of the board, the president or these by-laws may, from time to time, prescribe.  If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation.  The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer.  The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the chairman of the board, the president or treasurer may, from time to time, prescribe.

Section 13.  Other Officers, Assistant Officers and Agents.  Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 14.  Absence or Disability of Officers.  In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

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ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1.  Nature of Indemnity.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation.  The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition.  The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2.  Procedure for Indemnification of Directors and Officers.  Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer.  If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request.  If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction.  Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation.  Neither the failure of the corporation (including

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its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3.  Article Not Exclusive.  The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4.  Insurance.  The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation 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 any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5.  Expenses.  Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation.  Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6.  Employees and Agents.  Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 7.  Contract Rights.  The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

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Section 8.  Merger or Consolidation.  For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1.  Form.  Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation.  If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such president, vice-president, secretary, or assistant secretary may be facsimiles.  In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation.  Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps.  In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books.  The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

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Section 2.  Lost Certificates.  The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3.  Fixing a Record Date for Stockholder Meetings.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.  If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4.  Fixing a Record Date for Action by Written Consent.  In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors.  If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

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Section 5.  Fixing a Record Date for Other Purposes.  In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6.  Registered Stockholders.  Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

Section 7.  Subscriptions for Stock.  Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors.  Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series.  In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1.  Dividends.  Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the  certificate of incorporation.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2.  Checks, Drafts or Orders.  All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

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Section 3.  Contracts.  The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4.  Loans.  No loans shall be made by the corporation to its officers or directors, and no loans shall be made by the corporation secured by its shares.  No loans shall be made or contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by resolution of the board of directors.  Such authority may be general or confined to specific instances.

Section 5.  Fiscal Year.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6.  Corporate Seal.  The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.  Voting Securities Owned By Corporation.  Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer.  Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8.  Inspection of Books and Records.  Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom.  A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder.  In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder.  The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9.  Section Headings.  Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10.  Inconsistent Provisions.  In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the

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provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote.  The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.3

Exhibit 3.3

CERTIFICATE OF INCORPORATION

OF

NATIONAL MENTOR HOLDING CORP.

1.The name of the Corporation is NATIONAL MENTOR HOLDING CORP.

2.The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is Corporation Service Company.

3.The nature of the business or purposes to be conducted or promoted by the Corporation is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.The total number of shares of capital stock which the Corporation is authorized to issue is 199,500 shares, consisting of the following:

(a)110,000 shares of Common Stock, no par value, consisting of 100,000 shares of Voting Common Stock (the “Voting Common Stock”) and 10,000 shares of Non-Voting Common Stock (the “Non-Voting Common Stock”). The Voting Common Stock and Non-Voting Common Stock are collectively referred to as the “Common Stock”;

(b)87,500 shares of Senior Common Stock, $.01 par value per share consisting of 79,029 shares of Voting Senior Common Stock (the “Voting Senior Common”) and 8,471 shares of Non-Voting Senior Common (the “Non-Voting Senior Common”), the Voting Senior Common and Non-Voting Senior Common are collectively referred to as the “Senior Common”;

(c)1,000 shares of Class A Common Stock, no par value, (the “Class A Common”), and

(d)1,000 shares of Class B Common Stock, no par value, (the “Class B Common”).

Part A.   Common Stock

Section 1.Voting.  The holders of the Voting Common shall be entitled to vote, with one vote per share, on all matters with respect to which stockholders of the Corporation are entitled to vote (with holders of fractions of shares being entitled to such fractional vote). Except as required by law, the holders of the Non-Voting Common shall have no right to vote on any matter to be voted on by the stockholders of the Corporation and the Non-Voting Common shall not be included in determining the number of shares voting or entitled to vote on such matters.

Section 2.Dividends and Other Rights.  Except as specifically provided in Section 1 of this Part A, all shares of Common Stock shall entitle the holders thereof to the same rights and privileges, as members of a single class.

Part B.   Senior Common Stock

Section 1.Voting.  The holders of the Voting Senior Common shall be entitled to vote on all matters with respect to which the holders of Voting Common Stock shall be entitled to vote, voting together with the holders of the Voting Common Stock, Class A Common and Class B Common as a single class, with each holder of the Voting Senior Common entitled to cast a number of votes equal to the number of shares of Voting Common Stock into which the shares of Senior Common held by such holder would then be converted (whether or not such Senior Common Stock was, at the time, convertible) pursuant to the provisions of Section 5(c) of this Part B (with holders of fractions of shares being entitled to such fractional vote). Except as required by law, the holders of the Non-Voting Senior Common shall have no right to vote on any matter to be voted on by the stockholders of the Corporation and the Non-Voting Senior Common shall not be included in determining the number of shares voting or entitled to vote on such matters.

Section 2.Other Rights.  Except as specifically provided in Sections 1 and 5 of this Part B, all shares of Senior Common shall entitle the holders thereof to the same rights and privileges, as members of a single class.

Section 3.Dividends.  The holders of record of shares of Senior Common shall be entitled to receive cash dividends out of assets which are legally available for the payment of such dividends, at the rate of 5% per annum on the amount per share payable as liquidation of the Senior Common, payable semi-annually on the last day of June and December in each year commencing on June 30, 1994. Dividends shall be cumulative and will accrue on each share of Senior Common from the date of issue thereof, whether or not declared by the Board of Directors.

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Dividends payable on the Senior Common for any lesser period shall be computed on the basis of the actual number of days elapsed and a 360-day year, consisting of two 180-day periods.

The holders of record of shares of Senior Common shall also be entitled to participate in any cash dividends declared on the shares of Common Stock, when, as and if declared by the Board of Directors, out of assets which are legally available for the payment of such dividends, with each holder of Senior Common entitled to receive adividend in an amount equal to the dividend which would be payable upon the number of whole shares of Common Stock (rounded to the next highest number) into which the shares of Senior Common held by such holder would then be converted (whether or not such Senior Common Stock was, at the time, convertible) pursuant to the provisions of Section 5(c) of this Part B.

Section 4.Liquidation.  In the event of any liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Corporation (other than in respect of any other capital stock of the Corporation or any subsidiary thereof), the Corporation shall make aliquidating distribution out of the remaining net assets of the Corporation to the holders of the Voting Senior Common, in cash and in an amount equal to $100.88 per share, and to the holders of the Non-Voting Senior Common in cash and in an amount equal to $91.81 per share (on a pro-rata basis within each class) before any distribution shall be made in whole or in part to the holders of any other class or series of capital stock of the Corporation.

Section 5.Conversion.

(a)Conversion.  Commencing on the fifth anniversary of the date of issue, the holders of shares of Voting Senior Common shall have the right, at any time and from time to time thereafter, to convert the Voting Senior Common into shares of Voting Common and the holders of shares of Non-Voting Senior Common shall have the right, at any time thereafter, to convert their Non-Voting Senior Common into shares of Non-Voting Common. The number of share(s) of Common Stock to which a holder of Senior Common shall be entitled upon conversion shall be determined pursuant to Section 5(c) of this Part B.

(b)Automatic Conversion.  Each outstanding share of Voting Senior Common shall automatically be converted into shares of Voting Common and each share of Non-Voting Senior Common shall automatically be converted into shares of Non-Voting Common, in either case without any further act of the Corporation or its shareholders upon the closing of a public offering pursuant to an effective registration statement under the Securities Act of

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1933, as amended (the “Act”), covering the offer and sale of shares of Common Stock. The number of share(s) of Common Stockto which a holder of Senior Common shall be entitled upon conversion shall be determined pursuant to Section 5(c) of this Part B.

(c)Conversion Rate.  Each share of Senior Common shall be convertible into a number of share(s) of Common Stock which have an aggregate Fair Market Value equal to $100.88 per share. Fair Market Value, on a per-share basis, shall be deemed to be (i) the initial offering price of the Common Stock to the public in a public offering pursuant to an effective registration statement under the Act; or (ii) if the Common Stock is not publicly held, the fair value per share determined reasonably and in good faith by the Board of Directors of the Corporation, without reduction, in the case of Non-Voting Common, for the lack of voting rights.

(d)Mergers, Consolidations, Etc.  In the event of a merger, consolidation or similar transaction involving the Corporation or the sale of all or substantially all of the assets of the Corporation then each holder of shares of Senior Common shall be entitled to receive such shares of stock, securities or other assets as shall be issued or payable with respect to or in exchange for that number of shares of Common Stock into which the shares of Senior Common held by such holder would have been convertible (whether or not such Senior Common was, at the time of the event, convertible), if such shares of Senior Common had been converted immediately prior to such event.

Part C.   Class A Common Stock

Section 1.Voting.  The holders of the Class A Common shall be entitled to vote on all matters with respect to which the holders of Common Stock shall be entitled to vote, voting together with the holders of the Common Stock, Senior Common and Class B common as a single class, with each holder of the Class A Common entitled to cast a number of votes equal to the number of whole shares of Common Stock into which the shares of Class A Common held by such holder are then convertible (with holders of fractions of shares being entitled to such fractional vote).

Section 2.Dividends.  The holders of record of shares ofthe Class A Common shall be entitled to receive cash dividends, when, as and if declared by the Board of Directors, out of assets which are legally available for the payment of such dividends, with each holder of the Class A Common entitled to receive a dividend in an amount equal to the dividend which would be payable upon the number of shares of Voting Common into which the shares of Class A Common held by such holder are then convertible, pursuant to the provisions of Section 4(c) of this Part C.

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Section 3.Liquidation.  In the event of any liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Corporation and after the Senior Common are paid in full as set forth in Section 4 of Part B, the Corporation shall make a liquidating distribution to the holders of the Class A Common on a pro rata basis, out of the remaining net assets of the Corporation, based upon the number of shares of Voting Common into which the shares of Class A Common are convertible, pursuant to the provisions of Section 4 (c) of this Part C.

Section 4.Conversion.

(a)Conversion.  Upon the written consent of the holders of a majority of the outstanding shares of Class A Common, the Class A Common, as a class, shall be converted into share(s) of Voting Common. The number of share(s) of Voting Common to which a holder of Class A Common shall be entitled upon conversion shall be determined pursuant to Section 4(c) of this Part C. Notwithstanding the foregoing, no shares of Class A Common may be converted into shares of Voting Common Stock until all shares of Senior Common have been converted into shares of Common Stock.

(b)Automatic Conversion.  Each outstanding share of Class A Common shall automatically be converted into share(s) of Voting Common, without any further act of the Corporation or its shareholders upon the closing of a public offering pursuant to an effective registration statement under the Act, covering the offer and sale of shares of Voting Common. The number of share(s) of Voting Common to which a holder of Class A Common shall be entitled upon conversion shall be determined pursuant to Section 4(c) of this Part C.

(c)Conversion Rate.  The aggregate number of authorized shares of Class A Common shall be convertible as a class into such number of shares of Voting Common as shall be equal to 8.20% of the total number of issued and outstanding shares of Common Stock immediately following such conversion, assuming (i) all of the issued and outstanding shares of Senior Common were converted into Common Stock immediately prior thereto and (ii) no shares of Class B Common had then been converted into Common Stock.

Each outstanding share of Class A Common shall be convertible into one thousandth (1/1000) of the number of shares of Voting Common Stock into which the aggregate number of authorized shares of Class A Common are convertible.

(d)Mergers, Consolidations, Etc.  In the event of a merger, consolidation or similar transaction involving the Corporation or the sale of all or substantially all of the assets of the Corporation then each holder of shares of Class A Common

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shall be entitled to receive such shares of stock, securities or other assets as shall be issued or payable with respect to or in exchange for that number of shares of Voting Common into which the shares of Class A Common held by such holder would have been convertible, if such shares of Class A Common had been converted immediately prior to such event.

Part D.  Class B Common Stock

Section 1.Voting.  The holders of the Class B Common shall be entitled to vote on all matters with respect to which the holders of Common Stock shall be entitled to vote, voting together with the holders of the Common Stock, Senior Common and Class A Common as a single class, with each holder of the Class B Common entitled to cast a number of votes equal to the number of whole shares of Common Stock into which the shares of Class B Common held by such holder are then convertible pursuant to the provisions of Section 4(c) of this Part D (with holders of fractions of shares being entitled to such fractional vote) .

Section 2.Dividends.  The holders of record of shares of the Class B Common shall be entitled to receive cash dividends, when, asand if declared by the Board of Directors out of assets which are legally available for the payment of such dividends, with each holder of the Class B Common entitled to receive a dividend in an amount equal to the dividend which would be payable upon the number of shares of Voting Common into which the shares of Class B Common held by such holder are then convertible pursuant to the provisions of Section 4(c) of this Part D.

Section 3.Liquidation.  In the event of any liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Corporation and after the Senior Common are paid in full as set forth in Section 4 of Part B, the Corporation shall make a liquidating distribution to the holders of the Class B Common on a pro rata basis, out of the remaining net assets of the Corporation, based upon the number of shares of Voting Common into which the shares of Class B Common are convertible, pursuant to the provisions of Section 4(c) of this Part D.

Section 4.Conversion.

(a)Conversion.  Upon the written consent of the holders of a majority of the outstanding shares of Class B Common, the Class B Common, asa class, shall be converted into share(s) of Voting Common. The number of shares of Voting Common to which a holder of Class B Common shall be entitled upon conversion shall be as determined pursuant to section 4(c) of this Part D.

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(b)Automatic Conversion.  Each outstanding share of Class B Common shall automatically be converted into share(s) of Voting Common, without any further act of the Corporation or its shareholders upon the closing of a public offering pursuant to an effective registration statement under the Act, covering the offer and sale of shares of Voting Common. The number of share(s) of Voting Common to which a holder of Class B Common shall be entitled upon conversion shall be determined pursuant to Section 4(c) of this Part D.  Notwithstanding the foregoing, no shares of Class B Common may be converted into shares of Voting Common Stock until all shares of Senior Common have been converted into shares of Common Stock.

(c)Conversion Rate.  The aggregate number of authorized shares ofClass B Common shall be convertible as a class into such number of shares of Voting Common Stock as shall be equal to 12.59% of the issued and outstanding shares of Common Stock immediately following such conversion assuming all of the issued and outstanding shares of Senior Common and Class A Common were converted into Common Stock immediately prior thereto.

Each outstanding share of Class B Common shall be convertible into one thousandth (1/1000) of the number of shares of Voting Common Stock into which the aggregate number of authorized shares of Class B Common are convertible.

(d)Mergers, Consolidations, Etc.In the event of a merger, consolidation or similar transaction involving the Corporation or the sale of all or substantially all of the assets of the Corporation then each holder of shares of Class B Common shall be entitled to receive such shares of stock, securities or other assets as shall be issued or payable with respect to or in exchange for that number of shares of Voting Common into which the shares of Class B Common held by such holder would have been convertible, if such shares of Class B Common had been converted immediately prior to such event.

Part E.   General

Section 1.Mechanics of Conversion.  Upon the conversion of the Senior Common pursuant to Section 5(a) of Part B, or the conversion of the Class A Common or Class B Common pursuant to Section 4(a) of Parts C and D, respectively, holders of said shares shall be required to surrender to the Corporation the certificate or certificates therefor. As promptly as practicable after an automatic or optional conversion, the Corporation shall issue and deliver to, or upon the written order of, such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled. The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a holder of record of such Common

7

Stock on the applicable date of conversion.  Upon the conversion of the Senior Common pursuant to Section 4(b) of Part B, or the conversion of the Class A Common or Class B Common pursuant to Section 4(b) of Parts C and D, respectively, the outstanding shares of each such class and series shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation; provided, however, that the Corporation shall not be obligated to issue to any such holder certificates evidencing the shares of Common Stock issuable upon such conversion unless certificates evidencing the shares of such class or series are delivered to the Corporation.

Section 2.Reservation.  The Corporation shall at all times reserve out of its authorized but unissued shares of Common Stock or its shares of Common Stock held in treasury, if any, a sufficient number of shares of Common Stock to permit the conversion in full of the shares of Senior Common, Class A Common and Class B Common, and, from time to time, will take all necessary steps to amend its Certificate of Incorporation to provide for such reserves.

Section 3.Reissuance.  No shares of Senior Common, Class A Common or Class B Common acquired by the Corporation solely by reason of conversion shall be reissued and all such converted shares shall be cancelled, retired and eliminated from the shares the Corporation shall be authorized to issue.

5.The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Richard Teller	Sullivan & Worcester One Post Office Square Boston, MA 02109

6.The Corporation is to have perpetual existence.

7.In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, or repeal the by-laws of the Corporation.

8.Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the Corporation may be kept (subject to any provisions contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation. Written ballots shall not be required for any vote taken by the stockholders of the Corporation.

8

9.No director shall have personal liability for monetary damage for breach of fiduciary duty as a director to the corporation or its stockholders, provided that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, and (iv) for any transaction from which the director derived an improper personal benefit.

10.The Corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Delaware, as it may be amended and supplemented from time to time, indemnify any and all persons whom it shall have the power to indemnify under law, including without limitation the persons serving from time to time as directors of the Corporation, against any expenses, liabilities, or other matters referred to in, covered by, or permitted by such law. The indemnification provided for herein shall not be exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action or omission in their official capacities and as to action or omission in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. No amendment to or repeal of this provision shall deprive any person of the benefits hereof with respect to any act or omission occurring prior to such amendment or repeal.

11.The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

The undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a Corporation pursuant to the General Corporation Law of the State of Delaware, makes this certificate, hereby declaring and certifying that this is his free act and deed and the facts herein stated are true, and accordingly has hereunto set his hand this 16 day of December, 1993.

/s/ Richard Teller

Richard Teller

Sole Incorporator

9

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 05/05/1994

944080132 – 2364211

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

NATIONAL MENTOR HOLDING CORP.

It is hereby certified that:

1. The name of the corporation (the “Corporation”) is National Mentor Holding Corp.

2. The Certificate of Incorporation of the Corporation is hereby amended by striking out Article 1 thereof in its entirety and by substituting the following new Article 1 therefor:

1. The name of the Corporation is Magellan Health Services, lnc.

3. TheAmendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

Signed and attested to on May 5, 1994.

	NATIONAL MENTOR HOLDING CORP.
	By:	/s/ B. Byron Hensley, Jr.
		B. Byron Hensley, Jr.
		Chairman and Chief
		Executive Officer
Attest:
		/s/ Richard Teller
		Richard Teller
		Assistant Secretary

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

MAGELLAN HEALTH SERVICES, INC.

It is hereby certified that:

1.  The name of the corporation (the “Corporation”) is Magellan Health Services, Inc.

2.  The Certificate of Incorporation of the Corporation is hereby amended by striking out Part D, Section 4(c) of Article 4 thereof in its entirety and by substituting the following therefor:

“(c).  Conversion Rate. Each share of Class B Common outstanding shall be convertible into 0.466 shares of Voting Common.”

3.  The Amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

Signed and attested to on October 12, 1994.

	MAGELLAN HEALTH SERVICES, INC.
	By:	/s/ Thomas P. Riley
		Thomas P. Riley
		President and Chief Operating
		Officer
Attest:
		/s/ Richard Teller
		Richard Teller
		Assistant Secretary

CERTIFICATE OF MERGER

OF

CHARTER ACQUISITION SUBSIDIARY, INC.

INTO

MAGELLAN HEALTH SERVICES, INC.

The undersigned corporation, organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:   The name and state of incorporation of each of the constituent corporations of the Merger is as follows:

Name	State of Incorporation
Charter Acquisition Subsidiary, Inc.	Delaware
Magellan Health Services, Inc.	Delaware

SECOND:   An Agreement of Merger, dated as of December 19, 1994 (the “Merger Agreement”), providing for the merger of the constituent corporations (the “Merger”), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware.

THIRD:   The name of the surviving corporation of the Merger is Magellan Health Services, Inc.

FOURTH:   The Certificate of Incorporation of Magellan Health Services, Inc., the surviving corporation, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH:   The executed Merger Agreement is on file at the principal place of business of the surviving corporation, 45 Milk Street, Boston, Massachusetts, 02109.

SIXTH:   A copy of the Merger Agreement will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS.

FILED 09:00 AM 01/27/1995

950020572 - 2364211

IN WITNESS WHEREOF, Magellan Health Services, Inc. has caused this Certificate to be executed this 27thday of January, 1995.

		MAGELLAN HEALTH SERVICES, INC.
		By:	/s/ B. Byron Hensley, Jr.
			B. Byron Hensley, Jr.
			Chairman and Chief Executive
			Officer
ATTEST:
By:	/s/ Richard Teller
	Richard Teller
	Assistant Secretary

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

Magellan Health Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST:  That pursuant to a unanimous written consent of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and referring said amendment to the sole stockholder of the Corporation for consideration thereof and approval by unanimous written consent. The resolution setting forth the proposed amendment (the “Amendment”) is as follows:

FURTHER RESOLVED, that Article 1 of the Certificate of Incorporation of the Corporation be amended to read as follows:

1.The name of the Corporation is MAGELLAN PUBLIC SOLUTIONS, INC.

SECOND:That thereafter, pursuant to a resolution of the Board of Directors calling for the Amendment to be submitted to a vote of the stockholders, the sole stockholder of the Corporation adopted and approved the Amendment by unanimous written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware.

THIRD:That the amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Thomas P. Riley, its President, this 9^th day of November, 1995.

By:	/s/ Thomas P. Riley
	Thomas P. Riley, President

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

Magellan Public Solutions, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”). DOES HEREBY CERTIFY:

FIRST:  That pursuant to a unanimous written consent of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and referring said amendment to the sole stockholder of the Corporation for consideration thereof and approval by unanimous written consent. The resolution setting forth the proposed amendment (the “Amendment”) is as follows:

FURTHER RESOLVED, that Article 1 of the Certificate of Incorporation of the Corporation be amended to read as follows:

1.The name of the Corporation is MENTOR HOLDINGS, INC.

SECOND:That thereafter, pursuant to a resolution of the Board of Directors calling for the Amendment to be submitted to a vote of the stockholders, the sole stockholder of the Corporation adopted and approved the Amendment by unanimous written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware.

THIRD:That the amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Thomas P. Riley, its President, this 18^th day of January, 1996.

By:	/s/ Thomas P. Riley
	Thomas P. Riley, President

CERTIFICATE OF OWNERSHIP
AND MERGER

MERGING

NATIONAL MENTOR, INC.

(a Delaware corporation)

INTO

MENTOR HOLDINGS, INC.

(a Delaware corporation)

MENTOR HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware (“Corporation”),

DOES HEREBY CERTIFY:

FIRST:That this Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware (the “Delaware Act”), the provisions of which permit the merger of a subsidiary corporation organized and existing under the laws of said State into a parent corporation organized and existing under the laws of said State.

SECOND:That this Corporation owns one hundred percent (100%) of the outstanding shares of the common stock, without par value, of NATIONAL MENTOR, INC. (“Subsidiary”), a corporation incorporated on the 21st day of September, 1993 pursuant to the Delaware Act, and having no class of stock outstanding other than said common stock.

THIRD:That this Corporation, by the resolutions of its Board of Directors duly adopted on January 18th, 1996, attached hereto asExhibit A and incorporated herein by reference, determined to, and effective upon the filing of this Certificate of Ownership and Merger with the Secretary of State of the State of Delaware does, merge the Subsidiary with and into the Corporation.

FOURTH:That this Corporation, by resolutions of its Board of Directors attached hereto as Exhibit A, determined to, and effective upon the filing of this Certificate of Ownership and Merger with the Secretary of State of the State of Delaware does, pursuant to Section 253(b) of the Delaware Act, change the name of the Corporation to “NATIONAL MENTOR, INC.”

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officers, this 19th day of January, 1996.

MENTOR HOLDINGS, INC.
By:	/s/ James R. Bedenbaugh
Name:			JAMES R. BEDENBAUGH
Title:		ASSISTANT SECRETARY

EXHIBIT A

WHEREAS, Mentor Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), owns 100% of the outstanding stock of National Mentor, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Subsidiary”); and

WHEREAS, the Corporation desires to merge the Subsidiary into the Corporation pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “Delaware Act”), and to be possessed of all the estate, property, rights, privileges and franchises of said corporation;

NOW, THEREFORE, BE IT RESOLVED, that, effective upon the filing of an appropriate Certificate of Ownership and Merger, the Corporation merge the Subsidiary with and into itself, with the Corporation to be the surviving corporation (the “Surviving Corporation”) and to assume all of the Subsidiary’s liabilities and obligations; and

FURTHER RESOLVED, that the Certificate of Incorporation of the Corporation shall be the Certificate of Incorporation of the Surviving Corporation, provided that such Certificate of Incorporation shall be amended pursuant to Section 253(b) of the Delaware Act as follows:

1.The text of Article I of the Certificate shall be deleted in its entirety and replaced with the following:

The name of the corporation is NATIONAL MENTOR, INC.

FURTHER RESOLVED, that the By-laws, the officers and the directors of the Corporation shall be the By-laws, the officers and the directors of the Surviving Corporation;

FURTHER RESOLVED, that the appropriate officers of the Corporation be and they hereby are authorized and empowered to make and execute, under the corporate seal of the Corporation, a Certificate of Ownership and Merger setting forth a copy of these resolutions to merge the Subsidiary into the Corporation and to assume its liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware;

FURTHER RESOLVED, that upon the filing of such Certificate of Ownership and Merger with the Secretary of State of the State of Delaware, all of the issued and outstanding capital stock of the Subsidiary shall be cancelled without payment of any consideration in respect thereof, and the issued and outstanding capital stock of the Corporation shall remain issued and outstanding and unchanged;

FURTHER RESOLVED, that the appropriate officers of the Corporation be and they hereby are authorized and directed to do all acts and things whatsoever whether within or without the State of Delaware which may be in any way necessary or proper to effect said merger;

FURTHER RESOLVED, that all outstanding certificates representing securities of the Corporation shall remain valid and represent the same amount of securities, and the holders thereof shall not be required to exchange such certificates for new certificates, notwithstanding the change of the Corporation’s name;

FURTHER RESOLVED, that any actions taken by the officers of the Corporation prior to the adoption of the foregoing resolutions that are within the authority conferred thereby be, and each of them hereby is, ratified, confirmed and approved as the act and deed of the Corporation; and

FURTHER RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and empowered to execute and deliver any and all other documents, papers or instruments and to do or cause to be done any and all such acts and things as they or any of them may deem necessary, appropriate or desirable in order to enable the Corporation fully and promptly to carry out the purposes and intent of the foregoing resolutions.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 05/03/1996

960128899 - 2364211

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation”) is

NATIONAL MENTOR, INC.

2.The registered office of the corporation within the State of Delaware is hereby changed to 1013 Centre Road, Wilmington, New Castle County, Delaware.

3.The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4.The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 24, 1996.
	/s/ James R. Bedenbaugh
	Authorized Officer
	JAMES R. BEDENBAUGH
	ASST SECRETARY

10

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF NATIONAL MENTOR, INC.

NATIONAL MENTOR, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation in accordance with Section 141 of the General Corporation Law of the State of Delaware, by the unanimous written consent of its members, filed with the minutes of the Board, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

Article 4 of the Certificate of Incorporation of the Corporation is hereby amended by deleting said Article in its entirety and substituting in lieu thereof the following:

The total number of shares of capital stock which the Corporation is authorized to issue is 100 shares of Common Stock, par value $1.00.

SECOND: That in lieu of a meeting and vote of the sole stockholder, the sole stockholder has given written consent to said amendment in accordance with Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by its Vice President and attested by its Assistant Secretary this 10th day of January, 2001.

		NATIONAL MENTOR, INC.
		By:	/s/ Margie M. Smith
		Title: Vice President
ATTEST:
By:	[ILLEGIBLE]
	Assistant Secretary

1

CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE

*****

National Mentor, Inc, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 24^th day of October, 2001.

/s/ Gregg Torres

Gregg Torres, President

(Title)

*Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 11/14/2001

010577731 – 2364211

EX-3.4

Exhibit 3.4

FIRST AMENDED ANDRESTATED BYLAWS

OF

NATIONAL MENTOR, INC.

(a Delaware Corporation)

ARTICLE I

OFFICES

SECTION 1.  Registered Office.  The registered office of the Corporation shall be located in Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof shall be Corporation Service Company.

SECTION 2.  Other Offices.  The Corporation may also have offices at such other places, within or without the State of Delaware, as the Board of Directors may from time to time appoint or the business of the Corporation may require.

ARTICLE II

SEAL

The seal of the Corporation shall, subject to alteration by the Board of Directors, consist of a flat-faced circular die with the word “Delaware”, together with the name of the Corporation and the year of incorporation, cut or engraved thereon.

ARTICLE III

MEETINGS OF STOCKHOLDERS

SECTION 1.  Place of Meeting.  Meetings of the stockholders shall be held either within or without the State of Delaware at such place as the Board of Directors may fix from time to time.

SECTION 2.  Annual Meetings.  The annual meeting of stockholders shall be held for the election of directors on such date and at such time as the Board of Directors may fix from time to time. Any other proper business may be transacted at the annual meeting.

SECTION 3.  Special Meetings.  Special meetings of the stockholders for any purpose or purposes may be called by the

Chairman of the Board of Directors, if there be one, the President, or by the directors (either by written instrument signed by a majority or by resolution adopted by a vote of the majority), and special meetings shall be called by the President or the Secretary whenever stockholders owning a majority of the capital stock issued, outstanding and entitled to vote so request in writing. Such request of stockholders shall state the purpose or purposes of the proposed meeting.

SECTION 4.  Notice.  Written or printed notice of every meeting of stockholders, annual or special, stating the hour, date and place thereof, and the purpose or purposes in general terms for which the meeting is called shall, not less than ten (10) days, or such longer period as shall be provided by law, the Certificate of Incorporation, these By-Laws, or otherwise, and not more than sixty (60) days before such meeting, be served upon or mailed to each stockholder entitled to vote thereat, at his address as it appears upon the stock records of the Corporation or, if such stockholder shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, then to the address designated in such request.

Notice of the hour, date, place and purpose of any meeting of stockholders may be dispensed with if every stockholder entitled to vote thereat shall attend either in person or by proxy and shall not, at the beginning of the meeting, object to the holding of such meeting because the meeting has not been lawfully called or convened, or if every absent stockholder entitled to such notice shall in writing, filed with the records of the meeting, either before or after the holding thereof, waive such notice.

SECTION 5.  Quorum and Adjournments.  Except as otherwise provided by law or by the Certificate of Incorporation, the presence in person or by proxy at any meeting of stockholders of the holders of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote thereat, shall be requisite and shall constitute a quorum. If two or more classes of stock are entitled to vote as separate classes upon any question, then, in the case of each such class, a quorum for the consideration of such question shall, except as otherwise provided by law or by the Certificate of Incorporation, consist of a majority in interest of all stock of that class issued, outstanding and entitled to vote. If a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote thereat or, where a larger quorum is required, such quorum, shall not be represented at any meeting of the stockholders regularly called, the holders of a majority of the shares present or represented by proxy and entitled to vote thereat shall have power to adjourn the meeting to another time,

2

or to another time and place, without notice other than announcement of adjournment at the meeting, and there may be successive adjournments for like cause and in like manner until the requisite amount of shares entitled to vote at such meeting shall be represented; provided, however, that if the adjournment is for more than thirty (30) days, notice of the hour, date and place of the adjourned meeting shall be given to each stockholder entitled to vote thereat. Subject to the requirements of law and the Certificate of Incorporation, on any issue on which two or more classes of stock are entitled to vote separately, no adjournment shall be taken with respect to any class for which a quorum is present unless the Chairman of the meeting otherwise directs. At any meeting held to consider matters which were subject to adjournment for want of a quorum at which the requisite amount of shares entitled to vote thereat shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

SECTION 6.  Votes; Proxies.  Except as otherwise provided in the Certificate of Incorporation, at each meeting of stockholders, every stockholder of record at the closing of the transfer books, if closed, or on the date set by the Board of Directors for the determination of stockholders entitled to vote at such meeting, shall have one vote for each share of stock entitled to vote which is registered in his name on the books of the Corporation, and, in the election of directors, may vote cumulatively to the extent, if any, and in the manner authorized in the Certificate of Incorporation.

At each such meeting every stockholder entitled to vote shall be entitled to do so in person, or by proxy appointed by an instrument in writing or as otherwise permitted by law subscribed by such stockholder and bearing a date not more than three (3) years prior to the meeting in question, unless said instrument provides for a longer period during which it is to remain in force. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or any interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing or as otherwise permitted by law revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation.

Voting at meetings of stockholders need not be by written ballot and, except as otherwise provided by law, need not be conducted by inspectors of election unless so determined by the Chairman of the meeting or by the holders of shares of stock

3

having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or represented by proxy at such meeting. If it is required or determined that inspectors of election be appointed, the Chairman shall appoint two inspectors of election, who shall first take and subscribe an oath or affirmation faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of their ability. The inspectors so appointed shall take charge of the polls and, after the balloting, shall make a certificate of the result of the vote taken. No director or candidate for the office of director shall be appointed as such inspector.

At any meeting at which a quorum is present, a plurality of the votes properly cast for election to fill any vacancy on the Board of Directors shall be sufficient to elect a candidate to fill such vacancy, and a majority of the votes properly cast upon any other question shall decide the question, except in any case where a larger vote is required by law, the Certificate of Incorporation, these By-Laws, or otherwise.

SECTION 7.  Organization.  The Chairman of the Board, if there be one, or in his absence the Vice Chairman, or in the absence of a Vice Chairman, the President, or in the absence of the President, a Vice President, shall call meetings of the stockholders to order and shall act as chairman thereof. The Secretary of the Corporation, if present, shall act as secretary of all meetings of stockholders, and, in his absence, the presiding officer may appoint a secretary.

SECTION 8.  Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted by the Delaware General Corporation Law to be taken at any annual or special meeting of the stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to

4

therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this section to the Corporation, written consents signed by a sufficient number of stockholders to take action are delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. In the event that the action which is consented to is such as would have required the filing of a certificate under any section of the Delaware General Corporation Law other than Section 228 thereof, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such other section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the Delaware General Corporation Law, and that written notice has been given as provided in such Section 228.

ARTICLE IV

DIRECTORS

SECTION 1.  Number.  The business and affairs of the Corporation shall be conducted and managed by a Board of Directors consisting of not less than one director, none of whom needs to be a stockholder. The number of directors for each year shall be fixed at each annual meeting of stockholders, but if the number is not so fixed, the number shall remain as it stood immediately prior to such meeting.

At each annual meeting of stockholders, the stockholders shall elect directors. Each director so elected shall hold office, subject to the provisions of law, the Certificate of Incorporation, these By-Laws, or otherwise, until the next annual meeting of stockholders or until his successor is elected and qualified.

At any time during any year, except as otherwise provided by law, the Certificate of Incorporation, these By-Laws, or otherwise, the number of directors may be increased or reduced, in each case by vote of a majority of the stock issued and outstanding and present in person or represented by proxy and entitled to vote for the election of directors or a majority of

5

the directors in office at the time of such increase or decrease, regardless of whether such majority constitutes a quorum.

SECTION 2.  Term of Office.  Each director shall hold office until the next annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death or resignation, subject to the right of the stockholders at any time to remove any director or directors as provided in Section 4 of this Article.

SECTION 3.  Vacancies.  If any vacancy shall occur among the directors, or if the number of directors shall at any time be increased, the directors then in office, although less than a quorum, by a majority vote may fill the vacancies or newly-created directorships, or any such vacancies or newly-created directorships may be filled by the stockholders at any meeting.

SECTION 4.  Removal by Stockholders.  Except as otherwise provided by law, the Certificate of Incorporation or otherwise, the holders of record of the capital stock of the Corporation entitled to vote for the election of directors may, by a majority vote, remove any director or directors, with or without cause, and, in their discretion, elect a new director or directors in place thereof.

SECTION 5.  Meetings.  Meetings of the Board of Directors shall be held at such place, within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors or by the Chairman of the Board, if there be one, the President and as may be specified in the notice or waiver of notice of any meeting. Meetings may be held at any time upon the call of the Chairman of the Board, if there be one, or the President or any two (2) of the directors in office by oral, telegraphic, telex, telecopy or other form of electronic transmission, or written notice, duly served or sent or mailed to each director not less than twenty-four (24) hours before such meeting, except that, if mailed, not less than seventy-two (72) hours before such meeting.

Meetings may be held at any time and place without notice if all the directors are present and do not object to the holding of such meeting for lack of proper notice or if those not present shall, in writing or by telegram, telex, telecopy or other form of electronic transmission, waive notice thereof. A regular meeting of the Board may be held without notice immediately following the annual meeting of stockholders at the place where such meeting is held. Regular meetings of the Board may also be held without notice at such time and place as shall from time to time be determined by resolution of the Board.

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Members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to the foregoing provisions shall constitute presence in person at the meeting.

SECTION 6.  Votes.  Except as otherwise provided by law, the Certificate of Incorporation or otherwise, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 7.  Quorum and Adjournment.  Except as otherwise provided by law, the Certificate of Incorporation or otherwise, a majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time without notice other than announcement of the adjournment at the meeting, and at such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally noticed.

SECTION 8.  Compensation.  Directors shall receive compensation for their services, as such, and for service on any Committee of the Board of Directors, as fixed by resolution of the Board of Directors and for expenses of attendance at each regular or special meeting of the Board or any Committee thereof. Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 9.  Action By Consent of Directors.  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board, or committee. Such consent shall be treated as a vote adopted at a meeting for all purposes. Such consents may be executed in one or more counterparts and not every Director or committee member need sign the same counterpart.

ARTICLE V

COMMITTEES OF DIRECTORS

SECTION 1.  Executive Committee.  The Board of Directors may, by resolution passed by a majority of the whole Board,

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appoint an Executive Committee of two (2) or more members, to serve during the pleasure of the Board, to consist of such directors as the Board may from time to time designate. The Board of Directors shall designate the Chairman of the Executive Committee.

(a)Procedure.  The Executive Committee shall, by a vote of a majority of its members, fix its own times and places of meeting, determine the number of its members constituting a quorum for the transaction of business, and prescribe its own rules of procedure, no change in which shall be made save by a majority vote of its members.

(b)Responsibilities.  During the intervals between the meetings of the Board of Directors, except as otherwise provided by the Board of Directors in establishing such Committee or otherwise, the Executive Committee shall possess and may exercise all the powers of the Board in the management and direction of the business and affairs of the Corporation; provided, however, that the Executive Committee shall not, except to the extent the Certificate of Incorporation or the resolution providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the Delaware General Business Corporation Law, have the power:

(i)to amend or authorize the amendment of the Certificate of Incorporation or these By-Laws;

(ii)to authorize the issuance of stock;

(iii)to authorize the payment of any dividend;

(iv)to adopt an agreement of merger or consolidation of the Corporation or to recommend to the stockholders the sale, lease or exchange of all or substantially all the property and business of the Corporation;

(v)to recommend to the stockholders a dissolution, or a revocation of a dissolution, of the Corporation; or

(vi)to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware Business Corporation Law.

(c)Reports.  The Executive Committee shall keep regular minutes of its proceedings, and all action by the

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Executive Committee shall be reported promptly to the Board of Directors. Such action shall be subject to review, amendment and repeal by the Board, provided that no rights of third parties shall be adversely affected by such review, amendment or repeal.

(d)Appointment of Additional Members.  In the absence or disqualification of any member of the Executive Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

SECTION 2  Audit Committee.  The Board of Directors may, by resolution passed by a majority of the whole Board, appoint an Audit Committee of two (2) or more members who shall not be officers or employees of the Corporation to serve during the pleasure of the Board. The Board of Directors shall designate the Chairman of the Audit Committee.

(a)Procedure.  The Audit Committee, by a vote of a majority of its members, shall fix its own times and places of meeting, shall determine the number of its members constituting a quorum for the transaction of business, and shall prescribe its own rules of procedure, no change in which shall be made save by a majority vote of its members.

(b)Responsibilities.  The Audit Committee shall review the annual financial statements of the Corporation prior to their submission to the Board of Directors, shall consult with the Corporation’s independent auditors, and may examine and consider such other matters in relation to the internal and external audit of the Corporation’s accounts and in relation to the financial affairs of the Corporation and its accounts, including the selection and retention of independent auditors, as the Audit Committee may, in its discretion, determine to be desirable.

(c)Reports.  The Audit Committee shall keep regular minutes of its proceedings, and all action by the Audit Committee shall, from time to time, be reported to the Board of Directors as it shall direct. Such action shall be subject to review, amendment and repeal by the Board, provided that no rights of third parties shall be adversely affected by such review, amendment or repeal.

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(d)Appointment of Additional Members.  In the absence or disqualification of any member of the Audit Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

SECTION 3.  Other Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board, at any time appoint one or more other committees from and outside of its own number. Every such committee must include at least one member of the Board of Directors. The Board may from time to time designate or alter, within the limits permitted by law, the Certificate of Incorporation and this Article, if applicable, the duties, powers and number of members of such other committees or change their membership, and may at any time abolish such other committees or any of them.

(a)Procedure.  Each committee, appointed pursuant to this Section, shall, by a vote of a majority of its members, fix its own times and places of meeting, determine the number of its members constituting a quorum for the transaction of business, and prescribe its own rules of procedure, no change in which shall be made save by a majority vote of its members.

(b)Responsibilities.  Each committee, appointed pursuant to this Section, shall exercise the powers assigned to it by the Board of Directors in its discretion.

(c)Reports.  Each committee appointed pursuant to this Section shall keep regular minutes of proceedings, and all action by each such committee shall, from time to time, be reported to the Board of Directors as it shall direct Such action shall be subject to review, amendment and repeal by the Board, provided that no rights of third parties shall be adversely affected by such review, amendment or repeal.

(d)Appointment of Additional Members.  In the absence or disqualification of any member of each committee, appointed pursuant to this Section, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors (or, to the extent permitted, another person) to act at the meeting in place of any such absent or disqualified member.

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SECTION 4.  Term of Office.  Each member of a committee shall hold office until the first meeting of the Board of Directors following the annual meeting of stockholders (or until such other time as the Board of Directors may determine, either in the vote establishing the committee or at the election of such member or otherwise) and until his successor is elected and qualified, or until he sooner dies, resigns, is removed, is replaced by change of membership or becomes disqualified by ceasing to be a director (where membership on the Board is required), or until the committee is sooner abolished by the Board of Directors.

ARTICLE VI

OFFICERS

SECTION 1.  Officers.  The Board of Directors shall elect a President, a Secretary and a Treasurer, and, in their discretion, may elect a Chairman of the Board, a Vice Chairman of the Board, a Controller, and one or more Executive Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers as deemed necessary or appropriate. Such officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders (or at such other meeting as the Board of Directors determines), and each shall hold office for the term provided by the vote of the Board, except that each will be subject to removal from office in the discretion of the Board as provided herein. The powers and duties of more than one office may be exercised and performed by the same person.

SECTION 2.  Vacancies.  Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors, at any regular or special meeting.

SECTION 3.  Chairman of the Board.  The Chairman of the Board of Directors, if elected, shall be a member of the Board of Directors and shall preside at its meetings. The Chairman of the Board of Directors, if elected, shall be the chief executive officer of the corporation. Subject to the directions of the Board of Directors, he shall have and exercise direct charge of and general supervision over the business and affairs of the Corporation and shall perform all duties incident to the office of the chief executive officer of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.  President.  The President shall be the chief executive officer of the Corporation and shall perform such additional duties as from time to time may be assigned to him by

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the Board of Directors. If no Chairman of the Board is elected, the President shall also be the chief executive officer of the Corporation. The President may but need not be a member of the Board of Directors.

SECTION 5.  Executive Vice Presidents and Vice Presidents. Each Executive Vice President and Vice President shall have and exercise such powers and shall perform such duties as from time to time may be assigned by the Board of Directors or the President.

SECTION 6.  Secretary.  The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in books provided for the purpose; shall see that all notices are duly given in accordance with the provisions of law and these By-Laws; shall be custodian of the records and of the corporate seal or seals of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which, on behalf of the Corporation under its seal, is duly authorized, and, when the seal is so affixed, may attest the same; the Secretary may sign, with the President, an Executive Vice President or a Vice President, certificates of stock of the Corporation; and, in general, the Secretary shall perform all duties incident to the office of secretary of a corporation, and such other duties as from time to time may be assigned by the Board of Directors.

SECTION 7.  Assistant Secretaries.  The Assistant Secretaries in order of their seniority shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Board of Directors shall prescribe or as from time to time may be assigned by the Secretary.

SECTION 8.  Treasurer.  The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all monies or other valuable effects in such banks, trust companies or other depositaries as shall, from time to time, be selected by the Board of Directors; may endorse for collection on behalf of the Corporation checks, notes and other obligations; may sign receipts and vouchers for payments made to the Corporation; may sign checks of the Corporation, singly or jointly with another person as the Board of Directors may authorize, and pay out and dispose of the proceeds under the direction of the Board; shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the Corporation; the Treasurer may sign, with the President, or an Executive Vice President or a Vice President, certificates of stock of the Corporation; and in general, shall perform all the duties incident to the office of treasurer of a corporation, and

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such other duties as from time to time may be assigned by the Board of Directors.

SECTION 9.  Assistant Treasurers.  The Assistant Treasurers in order of their seniority shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors shall prescribe or as from time to time may be assigned by the Treasurer.

SECTION 10.  Controller.  The Controller, if elected, shall be the chief accounting officer of the Corporation, and shall perform all duties incident to the office of a controller of a corporation, and, in the absence of or disability of the Treasurer or any Assistant Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors shall prescribe or as from time to time may be assigned by the President or the Treasurer.

SECTION 11.  Assistant Controllers.  The Assistant Controllers in order of their seniority shall, in the absence or disability of the Controller, perform the duties and exercise the powers of the Controller and shall perform such other duties as the Board of Directors shall prescribe or as from time to time may be assigned by the Controller.

SECTION 12.  Subordinate Officers.  The Board of Directors may appoint such subordinate officers as it may deem desirable. Each such officer shall hold office for such period, have such authority and perform such duties as the Board of Directors may prescribe. The Board of Directors may, from time to time, authorize any officer to appoint and remove subordinate officers and to prescribe the powers and duties thereof.

SECTION 13.  Compensation.  The Board of Directors shall fix the compensation of all officers of the Corporation. It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to fix the compensation of such subordinate officers.

SECTION 14.  Removal.  Any officer of the Corporation may be removed, with or without cause, by action of the Board of Directors.

SECTION 15.  Bonds.  The Board of Directors may require any officer of the Corporation to give a bond to the Corporation, conditional upon the faithful performance of his or her duties, with one or more sureties and in such amount as may be satisfactory to the Board of Directors.

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ARTICLE VII

CERTIFICATES OF STOCK

SECTION 1.  Form and Execution of Certificates.  The interest of each stockholder of the Corporation shall be evidenced by a certificate or certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The certificates of stock of each class shall be consecutively numbered and signed by the Chairman or Vice Chairman of the Board, if any, the President, an Executive Vice President or a Vice President and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer of the Corporation, and may be countersigned and registered in such manner as the Board of Directors may by resolution prescribe, and shall bear the corporate seal or a printed or engraved facsimile thereof. Where any such certificate is signed by a transfer agent or transfer clerk acting on behalf of the Corporation, the signatures of any such Chairman, Vice Chairman, President, Executive Vice President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be facsimiles, engraved or printed. In case any officer or officers, who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates, shall cease to be such officer or officers, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered by the Corporation as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers.

In case the corporate seal which has been affixed to, impressed on, or reproduced in any such certificate or certificates shall cease to be the seal of the Corporation before such certificate or certificates have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered by the Corporation as though the seal affixed thereto, impressed thereon or reproduced therein had not ceased to be the seal of the Corporation.

Every certificate for shares of stock which are subject to any restriction on transfer pursuant to law, the Certificate of Incorporation, these By-Laws, or any agreement to which the Corporation is a party, shall have the restriction noted conspicuously on the certificate, and shall also set forth, on the face or back, either the full text of the restriction or a statement of the existence of such restriction and (except if such restriction is imposed by law) a statement that the

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Corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

Every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall set forth on its face or back either the full text of the preferences, voting powers, qualifications, and special and relative rights of the shares of each class and series authorized to be issued, or a statement of the existence of such preferences, powers, qualifications and rights, and a statement that the Corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

SECTION 2.  Transfer of Shares.  The shares of the stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof in person or by his attorney lawfully constituted, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof or guaranty of the authenticity of the signature as the Corporation or its agents may reasonably require. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by law or by the Certificate of Incorporation. It shall be the duty of each stockholder to notify the Corporation of his post office address.

SECTION 3.  Closing of Transfer Books.  The stock transfer books of the Corporation may, if deemed appropriate by the Board of Directors, be closed for such length of time not exceeding fifty (50) days as the Board may determine, preceding the date of any meeting of stockholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any issuance, change, conversion or exchange of capital stock shall go into effect, during which time no transfer of stock on the books of the Corporation may be made.

SECTION 4.  Fixing Date for Determination of Stockholders of Record.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date

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upon which the resolution fixing the record date is adopted by the Board of directors and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, the Certificate of Incorporation or otherwise, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (b) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall, unless otherwise required by law, the Certificate of Incorporation or otherwise, not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (c) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (b) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.  Lost or Destroyed Certificates.  In case of the loss or destruction of any certificate of stock, a new certificate may be issued under the following conditions:

(a)The owner of said certificate shall file with the Secretary or any Assistant Secretary of the Corporation an affidavit giving the facts in relation to the ownership, and in relation to the loss or destruction of said certificate, stating its number and the number of shares represented thereby; such affidavit shall be in such form and contain such statements as shall satisfy the President, any Executive Vice President, Vice President, the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer, that said

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certificate has been accidentally destroyed or lost, and that a new certificate ought to be issued in lieu thereof. Upon being so satisfied, any such officer may require such owner to furnish, the Corporation a bond in such penal sum and in such form as he or she may deem advisable, and with a surety or sureties approved by him or her, to indemnify and save harmless the Corporation from any claim, loss, damage or liability which may be occasioned by the issuance of a new certificate in lieu thereof. Upon such bond being so filed, if so required, a new certificate for the same number of shares shall be issued to the owner of the certificate so lost or destroyed; and the transfer agent and registrar, if any, of stock shall countersign and register such new certificate upon receipt of a written order signed by any such officer, and thereupon the Corporation will save harmless said transfer agent and registrar in the premises. In case of the surrender of the original certificate, in lieu of which a new certificate has been issued, or the surrender of such new certificate, for cancellation, the bond of indemnity given as a condition of the issue of such new certificate may be surrendered; or

(b)The Board of Directors of the Corporation may by resolution authorize and direct any transfer agent or registrar of stock of the Corporation to issue and register respectively from time to time without further action or approval by or on behalf of the Corporation new certificates of stock to replace certificates reported lost, stolen or destroyed upon receipt of an affidavit of loss and bond of indemnity in form and amount and with surety satisfactory to such transfer agent or registrar in each instance or upon such terms and conditions as the Board of Directors may determine.

SECTION 6.  Uncertificated Shares.  The Board of Directors of the Corporation may by resolution provide that one or more of any or all classes or series of the stock of the Corporation shall be uncertificated shares, subject to the provisions of Section 158 of the Delaware General Corporation Law.

ARTICLE VIII

EXECUTION OF DOCUMENTS

SECTION 1.  Execution of Checks, Notes, etc.  All checks and drafts on the Corporation’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed

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by such officer or officers, or agent or agents, as shall be thereunto authorized from time to time by the Board of Directors, which many in its discretion authorize any such signatures to be facsimile.

SECTION 2.  Execution of Contracts, Assignments, etc. Unless the Board of Directors shall have otherwise provided generally or in a specific instance, all contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by the President, any Executive Vice President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer. The Board of Directors may, however, in its discretion, require any or all such instruments to be signed by any two or more of such officers, or may permit any or all of such instruments to be signed by such other officer or officers, agent or agents, as it shall be thereunto authorize from time to time.

SECTION 3.  Execution of Proxies.  The President, any Executive Vice President or any Vice President, and the Secretary, the Treasurer, any Assistant Secretary or any Assistant Treasurer, or any other officer designated by the Board of Directors, may sign on behalf of the Corporation proxies to vote upon shares of stock of other companies standing in the name of the Corporation.

ARTICLE IX

INSPECTION OF BOOKS

The Board of Directors shall determine from time to time whether, and if allowed, to what extent and at what time and places and under what conditions and regulations, the accounts and books of the Corporation (except such as may by law be specifically open to inspection) or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account or book or document of the Corporation, except as conferred by the laws of the State of Delaware, unless and until authorized so to do by resolution of the Board of Directors or of the stockholders of the Corporation.

ARTICLE X

FISCAL YEAR

The fiscal year of the Corporation shall be determined from time to time by vote of the Board of Directors.

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ARTICLE XI

AMENDMENTS

These By-Laws may be altered, amended, changed or repealed and new By-Laws adopted by the stockholders or, to the extent provided in the Certificate of Incorporation, by the Board of Directors, in either case at any meeting called for that purpose at which a quorum shall be present. Any by-law, whether made, altered, amended, changed or repealed by the stockholders or the Board of Directors may be repealed, amended, changed, further amended, changed, repealed or reinstated, as the case may be, either by the stockholders or by the Board of Directors, as herein provided; except that this Article may be altered, amended, changed or repealed only by vote of the stockholders.

ARTICLE XIII

INDEMNIFICATION

SECTION 1.  Indemnification.  (a)  The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is a party or is threatened to be made a party or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, trustee, partner, 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 or non-profit entity against all liability, losses, expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such 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 interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

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(b)  The Corporation shall 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, trustee, partner, 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 or non-profit entity against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such 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; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

(c)  To the extent that any person referred to in paragraphs (a) or (b) has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 2.  Authorization.  Any indemnification under Section 1 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, trustee, partner, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 of this Article. Such determination shall be made: (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in written opinion, or (c) by the stockholders.

SECTION 3.  Expense Advance.  Expenses (including attorneys’ fees) incurred by an officer or director of the Corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in

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advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the manner provided in Section 2 of this Article upon receipt of an undertaking by or on behalf of such officer or director to repay such amount, unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation as authorized in this Article. Such expenses (including attorneys’ fees) incurred by other employees or agents of the Corporation may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

SECTION 4.  Nonexclusivity.  The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 5.  Insurance.  The Corporation shall have power to purchase and maintain insurance on behalf of any person who 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, trustee, partner, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or non-profit entity against any liability asserted against and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article or Section 145 of Title 8 of the Delaware Code relating to the General Corporation Law of the State of Delaware.

SECTION 6.  “The Corporation”.  For the purposes of this Article, references to “the Corporation” shall include the resulting corporation and, to the extent that the Board of Directors of the resulting corporation so decides, all constituent corporations (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as director, trustee, partner, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or non-profit entity shall stand in the same position

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under the provisions of this Article with respect to the resulting or surviving corporation if its separate existence had continued.

SECTION 7.  Other Indemnification.  The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, trustee, partner, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise or non-profit entity or from insurance.

SECTION 8.  Other Definitions.  For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, trustee, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, trustee, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

SECTION 9.  Continuation of Indemnification.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, trustee, partner, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 10.  Amendment or Repeal.  No amendment or repeal of the provisions of this Article shall adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment or repeal.

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EX-3.5

Exhibit 3.5

CERTIFICATE OF FORMATION

OF

NATIONAL MENTOR HOLDINGS, LLC

This Certificate of Formation of National Mentor Holdings, LLC (the “LLC”) is being duly executed and filed by Eleanor M. Coleman, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.Code Ann. §18-101, et seq.)

FIRST.  The name of the limited liability company formed hereby is:

National Mentor Holdings, LLC

SECOND.  The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

THIRD.  The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned, an authorized person of the LLC, has caused this Certificate of Formation to be duly executed as of the 5^th day of November 2002.

/s/ Eleanor M. Coleman

Eleanor M. Coleman,

Authorized Person

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

NATIONAL MENTOR HOLDINGS, LLC

Pursuant to the provisions of the Delaware Limited Liability Company Act, the following hereby amends the Certificate of Formation of National Mentor Holdings, LLC (the “LLC”):

FIRST.  The name of the LLC shall be:

National Mentor, LLC

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment of Certificate of Formation to be duly executed as of the 24th day of April, 2003.

/s/ Gregory Torres

Name: Gregory Torres

Title: Manager

EX-3.6

Exhibit 3.6

NATIONAL MENTOR HOLDINGS, LLC

LIMITED LIABILITY COMPANY AGREEMENT

This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the 6^th day of November, 2002 by and among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Holdings Inc.”), GREGORY TORRES, ELIZABETH HOPPER, DONALD MONACK and JOHN GILLESPIE (individually, a “Manager,” and collectively, the “Managers”), and NATIONAL MENTOR HOLDINGS, LLC, a Delaware limited liability company (the “Company”).

RECITALS

A.            WHEREAS, the Certificate of Formation of the Company was filed on November 6, 2002, in the Office of the Secretary of State for the State of Delaware;

B.            WHEREAS, on the date hereof, Holdings Inc. is the sole member (hereinafter referred to as the “Sole Member”) of the Company;

C.            WHEREAS, the Sole Member, the Managers and the Company desire to enter into this Agreement; and

D.            WHEREAS, in entering into this Agreement, the Company, the Managers and the Sole Member wish to make a full statement of their agreement in respect to the Company in order that, except to the extent the Agreement expressly incorporates by reference provisions of the Act, the Code or the Treasury Regulations (as each is defined below) or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different from, the provisions of the Act or any other law or rule.

THEREFORE, for good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Sole Member, the Managers and the Company agree as follows:

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ARTICLE I

DEFINITIONS

Unless otherwise expressly provided herein, the following terms used in this Limited Liability Company Agreement shall have the following meanings:

(a)           “Act” shall mean the Delaware Limited Liability Company Act at Del. Code Ann. Tit. 6, §§18-101 et seq., as it may be amended from time to time.

(b)           “Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by, or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, manager, member, or general partner of such Person, or (iv) any Person who is an officer, director, manager, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i) through (iii) of this sentence.  For purposes of this definition, the term “controls,” “is controlled by” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(c)           “Capital Cash Flow” shall mean, for purposes of this Agreement and for a given period of time, the net proceeds received by the Company from Company borrowings and the net proceeds of the sale or other disposition of assets of the Company, in each instance less reasonable reserves required in the sole discretion of the Member.

(d)           “Capital Contribution” shall mean any contribution to the capital of the Company in cash or other property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

(e)           “Certificate” shall mean the Certificate of Formation filed with the Secretary of State of the State of Delaware on the date of this Agreement (as the same may be amended or restated from time to time hereafter).

(f)            “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provisions of succeeding law.

(g)           “Company” shall mean National Mentor Holdings, LLC, a Delaware limited liability company.

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(h)           “Entity” shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

(i)            “Manager” shall refer individually to each Person named as a Manager in this Agreement and to any other Person who becomes a Manager as permitted by this Agreement.  “Managers” shall refer collectively to the Persons named as Managers in this Agreement and to any other Persons who become Managers as permitted by this Agreement.

(j)            “Member” shall mean the Sole Member or its permitted successors and assigns hereunder.

(k)           “Operating Cash Flow” shall mean, for purposes of this Agreement and for a given period of time, all cash received by the Company from any source (but excluding net proceeds from borrowings of the Company and the net proceeds from the sale or other disposition of assets of the Company) less cash expended for the debts and expenses of the Company, principal and interest payments on any indebtedness of the Company, capital expenditures and, in each instance, reasonable reserves required in the sole discretion of the Member.

(l)            “Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such Person where the context so permits.

(m)          “Treasury Regulations” shall include proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

ARTICLE II

FORMATION OF COMPANY

2.1           Formation.  The Company was formed effective as of the date hereof, in accordance with and pursuant to the Act.  The parties hereto do hereby confirm their intent and agreement that the Company shall be governed by the terms of this Agreement.

2.2           Name.  The name of the Company is National Mentor Holdings, LLC, provided that the Managers may elect to transact business in other names in those

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jurisdictions where they deem it necessary for purposes of complying with the requirements of local law.

2.3           Principal Place of Business.  The principal place of business of the Company shall be 313 Congress Street, Boston, Massachusetts 02210.  The Company may relocate its principal place of business to any other place or places as the Managers may from time to time deem advisable.  Additional offices may be maintained and acts done at any other place appropriate for accomplishing the purposes of the Company, all as determined by the Managers.

2.4           Registered Office and Registered Agent.  The Company’s initial registered office shall be at the office of its registered agent at 1209 Orange Street, Wilmington, Delaware 19801, and the name of its initial registered agent at such address shall be The Corporation Trust Company.  The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Delaware Secretary of State pursuant to the Act.

2.5           Term.  The term of the Company shall be perpetual, unless sooner terminated in accordance with the provisions of this Agreement.

ARTICLE III

BUSINESS OF COMPANY

The Company has been formed, and its purposes are, either directly or indirectly through one or more other limited liability companies or other Entities, to provide human and health services.  The Company shall have the power to do all acts and things necessary or useful in connection with the foregoing.  It is the intention of the Sole Member that the Company be a disregarded entity for federal income tax purposes under Section 7701 of the Code and the regulations promulgated pursuant thereto.

ARTICLE IV

RIGHTS AND DUTIES OF THE MANAGERS

4.1           Management.

(a)           All management of the Company shall be vested in the Managers.  The affirmative consent (regardless of whether written, oral, or by course of conduct) of a majority of the Managers shall constitute the consent of all of the Managers for

4

purposes of any provision of this Agreement or the Act.  All decisions concerning the business affairs of the Company shall be made solely by a majority of the Managers.  A Manager shall have the same authority to act for such Company as a director of a Delaware corporation would have to act for the Delaware corporation and may be referred to as a director.

(b)           Each Manager, acting alone, has the power to bind the Company as provided in this Article.  The act of any Manager, regardless of whether such action is for the purpose of apparently carrying on in the usual way the business or affairs of the Company, shall bind the Company and no person dealing with the Company shall have any obligation to inquire into the power or authority of any Manager acting on behalf of the Company.

(c)           The Managers hereby appoint the following agents of the Company:

President and CEO	Gregory Torres
Vice President	John Gillespie
Vice President	Stephen Hight
Vice President	Denis Holler
Vice President	Elizabeth Hopper
Vice President	Donald Monack
Vice President	Christina Pak
Treasurer	Donald Monack
Assistant Treasurer	John Gillespie
Secretary	Elizabeth Hopper
Assistant Secretary	Denis Holler
Assistant Secretary	Christina Pak

Such agents and/or other agents of the Company may be terminated and/or appointed at any time by the Managers, and the Managers may specify the duties delegated to any agent(s) from time to time.  Agents so appointed may be referred to as officers of the Company.  The Managers hereby delegate to each appointed agent the same authority to act for such Company as a corresponding officer of a Delaware corporation would have to act for the Delaware corporation; provided, however, that no such delegation by the Managers shall cause the Managers to cease to be Managers of the Company within the meaning of the Act or this Agreement, or restrict the ability of the Managers to exercise the powers so delegated.

(d)           Any document or instrument in writing executed on behalf of the Company by any Manager or by any officer of the Company shall be deemed to have

5

been approved by the Managers and shall be binding upon and enforceable against the Company.

(e)           Any Person dealing with the Company or any Manager may rely on a certificate signed by any Manager:

(i)            as to the existence or nonexistence of any fact or facts which constitute conditions precedent to acts by a Manager or are in any other manner germane to the affairs of the Company;

(ii)           as to who is authorized to execute and deliver any instrument or document on behalf of the Company, and as to whether any approval, consent or other action is necessary under this Agreement and/or as to whether any such action or consent has been obtained;

(iii)          as to the authenticity of any copy of the Certificate, and as to the status of this Agreement and amendments hereto; or

(iv)          as to any act or failure to act by the Company or as to any other matter whatsoever involving the Company, the Managers or any Member.

(f)            The Member shall have the right at any time and from time to time, with or without cause, to terminate and/or replace any Manager and/or add new Managers, all in its sole discretion.  The Member may also terminate all the Managers, and in such event the Member shall exercise all the duties of the Managers.

4.2           Compensation of the Managers and Members.  The Managers shall be entitled to reimbursement from the Company for all reasonable out-of-pocket third-party expenses incurred by the Managers in managing and conducting the business and affairs of the Company.  Except as may be expressly provided for herein, or as may be hereafter approved by the Managers in the reasonable exercise of their discretion, no payment shall be made by the Company to any Member for such Member’s services to the Company.

4.3           Contracts with Affiliated Persons.  The Company may enter into one or more agreements, leases, loans or other arrangements for the furnishing to or by the Company of funds, goods, services or space with any Affiliate of any Member, Manager or officer of the Company, provided the Managers approve such agreement or arrangement in the reasonable exercise of their discretion.

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4.4           Other Business of Members, Managers and Officers.  The Managers, Members and officers of the Company, and their respective Affiliates, may engage independently or with others in other business ventures of every nature and description, including hotels and other residential property, whether or not competitive with any aspect of the business of the Company.  Neither the Company, nor any Member, Manager or officer of the Company, shall have any right by virtue of this Agreement or the relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom.

4.5.          Duty of Care.  The Managers’ and officers’ duty of care in the discharge of their duties to the Company is limited to refraining from engaging in intentional misconduct.  In discharging such duties, the Managers and officers shall be fully protected in relying in good faith upon the records required to be maintained under Article X hereof and upon such information, opinions, reports or statements by any of their agents, or by any other Person, as to matters the Managers and officers reasonably believe are within such other Person’s professional or expert competence and who have been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid.

4.6           Indemnification.  The Managers, and their respective principals, officers and directors, if any, and the officers of the Company, shall have no liability to the Company or to any Member for any loss suffered by the Company which arises out of any action or inaction of any Manager or such principals, officers or directors, if such Manager or such principals, officers or directors, in good faith, determined that such course of conduct was in the best interest of the Company and such course of conduct (whether commission or omission) did not constitute gross negligence or willful misconduct of such Manager or such principals, officers or directors.  The Managers and such principals, officers and directors shall be indemnified by the Company against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Company, provided that the same were not the result of gross negligence or willful misconduct on the part of the Managers or such principals, officers or directors.  No Manager or officer of the Company shall be responsible for the gross negligence or other misconduct of any other Manager or officer, and each Manager and officer shall be responsible for only his or her own gross negligence or other willful misconduct.

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ARTICLE V

RIGHTS AND OBLIGATIONS OF MEMBER

5.1           Limitation of Liability.  The Member’s liability shall be limited as set forth in this Agreement, the Act and other applicable law.

5.2           Liability of the Member to the Company.  A Member who receives the return in whole or in part of its contribution is liable to the Company only to the extent, if any, provided by the Act.

ARTICLE VI

CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS

6.1           Member’s Capital in the Company.

(a)           The Member shall contribute to the Company as its Capital Contribution the amount determined by the Member in its sole discretion to be necessary or convenient for carrying on the business and activities of the Company.  No interest shall accrue on any Capital Contribution, and the Member shall not have the right to withdraw or be repaid any Capital Contribution except as specifically provided in Section 6.2 and Section 9.2 of this Agreement.  Notwithstanding the foregoing, the Member shall not be required to make any Capital Contribution.

(b)           Anything in this Agreement to the contrary notwithstanding, no Member shall have any personal liability for liabilities or obligations of the Company, except to the extent of its Capital Contributions made to the Company as aforesaid, and, no Member shall be required to make any further or additional contributions to the capital of the Company or to lend or advance funds to the Company for any purpose.

(c)           The obligation, if any, of a Member to contribute to the capital of the Company is solely and exclusively for the benefit of the Company and the Member, and is not intended to confer rights on any third party (under Section 18-502(b) of the Act or otherwise).  Without limiting the generality of the foregoing, no creditor of the Company shall be deemed a third party beneficiary of any obligation of any Member to contribute capital or make advances to the Company.

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6.2           Distributions of Operating and Capital Cash Flow.

(a)           Subject to Section 6.2(c) below, distributions of Operating Cash Flow shall be made at such time or times as the Managers shall determine.

(b)           Subject to Section 6.2(c) below, distributions of Capital Cash Flow shall be made at such time or times as the Managers shall determine.

(c)           No distribution shall be made unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE VII

TRANSFERABILITY

(a)           The Member’s interest in the Company shall be transferable in whole or in part (other than to creditors or spouses as provided below) without consent of any other Person, and the assignee shall be admitted as a Member with all the rights of the Member who assigned its interest.  However, no part of the interest of the Member shall be subject to the claims of any creditor or to legal process.  No transfer (whether voluntary or involuntary) shall effect a dissolution of the Company.  The Member shall be permitted to retire, resign or withdraw from the Company at any time.  No event of bankruptcy described in Section 18-304 of the Act shall cause the Member to cease to be a Member.

(b)           No Manager shall have the right to sell, assign, transfer, pledge or otherwise encumber its rights or obligations under this Agreement.  Any Manager shall, however, be permitted to retire, resign or withdraw from the Company at any time.  Successor or additional Managers may be appointed by the Member at any time and from time to time.

ARTICLE VIII

ADDITIONAL MEMBERS

Any Person acceptable to the Member may become a Member in this Company subject to the conditions imposed by the Member.  At or about the time a new Member is admitted, this Agreement shall be amended as necessary or proper to reflect a change from a single-member limited liability company to a multiple-member limited liability company.

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ARTICLE IX

DISSOLUTION AND TERMINATION

9.1           Dissolution.  The Company shall be dissolved and its affairs wound up only upon (a) the retirement, resignation or withdrawal of the only remaining Member of the Company (other than in connection with a transfer of its interest in the Company under Article VII), or (b) the determination of the Member that the Company dissolve.  Upon the happening of any event of dissolution specified in Section 18-801(a) of the Act the Company shall not dissolve if the Member demonstrates an intent to continue the business of the Company at any time prior to the filing of a Certificate of Cancellation for the Company with the State of Delaware or the liquidation and distribution of the Company’s assets pursuant to Section 9.2 below.

9.2           Winding Up.  Liquidation and Distribution of Assets.

(a)           Upon dissolution, the Managers shall proceed to wind up the affairs of the Company and distribute the assets of the Company as the Managers see fit, subject to the Act.  Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.

(b)           Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if the Member has a deficit capital account (after giving effect to all contributions, distributions, allocations and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of the Member’s capital account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose whatsoever.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1         Books of Account and Records.  Proper and complete records and books of account shall be kept or shall be caused to be kept by the Managers or such representatives as they may appoint in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in such detail and completeness as is customary and usual for businesses of the type engaged in by the Company.  The books and records shall at all times be maintained at the principal executive office of the Company.

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10.2         Application of Delaware Law.  This Agreement, and the application and interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Act.

10.3         Amendments.  This Agreement may not be amended except by the written agreement of both the Company and the Member; provided, however, no such amendment shall affect the rights or obligations of the Managers under this Agreement unless all of the Managers consent thereto or join in such amendment.

10.4         Severability.  If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

10.5         Heirs, Successors and Assigns.  Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

10.6         Creditors.  None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or of the Member or by any other Person.

10.7         Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(Signatures on Following Page)

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IN WITNESS WHEREOF, the undersigned have signed and sworn to this Agreement as of the date first above written.

MANAGERS:	COMPANY:
/s/ Gregory Torres	NATIONAL MENTOR HOLDINGS, LLC
Gregory Torres
	By:	/s/ Gregory Torres
/s/ Elizabeth Hopper		Gregory Torres, Manager
Elizabeth Hopper
	By:	/s/ Elizabeth Hopper
/s/ Donald Monack		Elizabeth Hopper, Manager
Donald Monack
	By:	/s/ Donald Monack
/s/ John Gillespie		Donald Monack, Manager
John Gillespie
	By:	/s/ John Gillespie
		John Gillespie, Manager
	MEMBER:
	NATIONAL MENTOR HOLDINGS, INC.
	By:	/s/ Donald Monack
		Name:
		Title:

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NATIONAL MENTOR HOLDINGS, LLC

AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT

AMENDMENT executed this 24th day of April 2003 (the “Effective Date”), by and among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (the “Member”) and NATIONAL MENTOR HOLDINGS, LLC, a Delaware limited liability company (the “Company”).

WHEREAS, the name of the LLC is being changed;

NOW, THEREFORE, the parties hereby agree as follows:

1.             Name.  The name of the LLC is changed effective as of April 28, 2003 from National Mentor Holdings, LLC to National Mentor, LLC.

2.             Other.  Except as provided in Section 1 above, the LLC Agreement is hereby confirmed in all respects and shall continue in full force and effect.  Capitalized terms used and not defined in this Agreement shall have the meanings given in the LLC Agreement.

3.             Further Assurances.  At any time after the date of this Agreement, if any further action or actions are necessary, proper, advisable or convenient to carry out the purposes of this Agreement, then, as soon as is reasonably practicable, the parties to this Agreement shall take such action(s).

4.             Entire Agreement.  Except as otherwise specifically provided herein, this Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

5.             Miscellaneous.

(a)           Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(b)           Headings.  Headings of the sections, subsections and paragraphs of this Agreement have been added for convenience only and shall not be deemed to be a part of this Agreement.

(c)           Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

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(d)           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws (other than the law of conflicts of laws) of the State of Delaware.

(e)           Successors and Assigns.  The provisions of this Agreement shall be binding upon, and inure to the benefit of, the respective successors, assigns, heirs, executors and administrators of the parties hereto.

IN WITNESS WHEREOF the undersigned have hereunto set their hands as of the day and year first above written.

COMPANY:
NATIONAL MENTOR HOLDINGS, LLC
By:	/s/ Gregory Torres
	Name: Gregory Torres
	Title: Manager
MEMBER:
NATIONAL MENTOR HOLDINGS, INC.
By:	/s/ Christina Pak
	Name: Christina Pak
	Title: Vice President

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EX-3.7

Exhibit 3.7

CERTIFICATE OF FORMATION

OF

NATIONAL MENTOR SERVICES, LLC

This Certificate of Formation of National Mentor Services, LLC (the “LLC”) is being duly executed and filed by Eleanor M. Coleman, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.Code Ann. §18-101, et seq.)

FIRST.  The name of the limited liability company formed hereby is:

National Mentor Services, LLC

SECOND.  The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

THIRD.  The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned, an authorized person of the LLC, has caused this Certificate of Formation to be duly executed as of the 5^th day of November 2002.

/s/ Eleanor M. Coleman

Eleanor M. Coleman,

Authorized Person

EX-3.8

Exhibit 3.8

NATIONAL MENTOR SERVICES, LLC

LIMITED LIABILITY COMPANY AGREEMENT

This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the 6^th day of November, 2002 by and among NATIONAL MENTOR HOLDINGS, LLC, a Delaware limited liability company (“Holdings LLC”), GREGORY TORRES, ELIZABETH HOPPER, DONALD MONACK and JOHN GILLESPIE (individually, a “Manager,” and collectively, the “Managers”), and NATIONAL MENTOR SERVICES, LLC, a Delaware limited liability company (the “Company”).

RECITALS

A.WHEREAS, the Certificate of Formation of the Company was filed on November 6, 2002, in the Office of the Secretary of State for the State of Delaware;

B.WHEREAS, on the date hereof, Holdings LLC is the sole member (hereinafter referred to as the “Sole Member”) of the Company;

C.WHEREAS, the Sole Member, the Managers and the Company desire to enter into this Agreement; and

D.WHEREAS, in entering into this Agreement, the Company, the Managers and the Sole Member wish to make a full statement of their agreement in respect to the Company in order that, except to the extent the Agreement expressly incorporates by reference provisions of the Act, the Code or the Treasury Regulations (as each is defined below) or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different from, the provisions of the Act or any other law or rule.

THEREFORE, for good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Sole Member, the Managers and the Company agree as follows:

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ARTICLE I

DEFINITIONS

Unless otherwise expressly provided herein, the following terms used in this Limited Liability Company Agreement shall have the following meanings:

(a)“Act” shall mean the Delaware Limited Liability Company Act at Del. Code Ann. Tit. 6, §§18-101 et seq., as it may be amended from time to time.

(b)“Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by, or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, manager, member, or general partner of such Person, or (iv) any Person who is an officer, director, manager, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i) through (iii) of this sentence.  For purposes of this definition, the term “controls,” “is controlled by” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(c)“Capital Cash Flow” shall mean, for purposes of this Agreement and for a given period of time, the net proceeds received by the Company from Company borrowings and the net proceeds of the sale or other disposition of assets of the Company, in each instance less reasonable reserves required in the sole discretion of the Member.

(d)“Capital Contribution” shall mean any contribution to the capital of the Company in cash or other property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

(e)“Certificate” shall mean the Certificate of Formation filed with the Secretary of State of the State of Delaware on the date of this Agreement (as the same may be amended or restated from time to time hereafter).

(f)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provisions of succeeding law.

(g)“Company” shall mean National Mentor Services, LLC, a Delaware limited liability company.

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(h)“Entity” shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

(i)“Manager” shall refer individually to each Person named as a Manager in this Agreement and to any other Person who becomes a Manager as permitted by this Agreement.  “Managers” shall refer collectively to the Persons named as Managers in this Agreement and to any other Persons who become Managers as permitted by this Agreement.

(j)“Member” shall mean the Sole Member or its permitted successors and assigns hereunder.

(k)“Operating Cash Flow” shall mean, for purposes of this Agreement and for a given period of time, all cash received by the Company from any source (but excluding net proceeds from borrowings of the Company and the net proceeds from the sale or other disposition of assets of the Company) less cash expended for the debts and expenses of the Company, principal and interest payments on any indebtedness of the Company, capital expenditures and, in each instance, reasonable reserves required in the sole discretion of the Member.

(l)“Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such Person where the context so permits.

(m)“Treasury Regulations” shall include proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

ARTICLE II

FORMATION OF COMPANY

2.1Formation.  The Company was formed effective as of the date hereof, in accordance with and pursuant to the Act.  The parties hereto do hereby confirm their intent and agreement that the Company shall be governed by the terms of this Agreement.

2.2Name.  The name of the Company is National Mentor Services, LLC, provided that the Managers may elect to transact business in other names in those

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jurisdictions where they deem it necessary for purposes of complying with the requirements of local law.

2.3Principal Place of Business.  The principal place of business of the Company shall be 313 Congress Street, Boston, Massachusetts 02210.  The Company may relocate its principal place of business to any other place or places as the Managers may from time to time deem advisable.  Additional offices may be maintained and acts done at any other place appropriate for accomplishing the purposes of the Company, all as determined by the Managers.

2.4Registered Office and Registered Agent.  The Company’s initial registered office shall be at the office of its registered agent at 1209 Orange Street, Wilmington, Delaware 19801, and the name of its initial registered agent at such address shall be The Corporation Trust Company.  The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Delaware Secretary of State pursuant to the Act.

2.5Term.  The term of the Company shall be perpetual, unless sooner terminated in accordance with the provisions of this Agreement.

ARTICLE III

BUSINESS OF COMPANY

The Company has been formed, and its purposes are, either directly or indirectly through one or more other limited liability companies or other Entities, to provide human and health services.  The Company shall have the power to do all acts and things necessary or useful in connection with the foregoing.  It is the intention of the Sole Member that the Company be a disregarded entity for federal income tax purposes under Section 7701 of the Code and the regulations promulgated pursuant thereto.

ARTICLE IV

RIGHTS AND DUTIES OF THE MANAGERS

4.1Management.

(a)All management of the Company shall be vested in the Managers.  The affirmative consent (regardless of whether written, oral, or by course of conduct) of a majority of the Managers shall constitute the consent of all of the Managers for

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purposes of any provision of this Agreement or the Act.  All decisions concerning the business affairs of the Company shall be made solely by a majority of the Managers.  A Manager shall have the same authority to act for such Company as a director of a Delaware corporation would have to act for the Delaware corporation and may be referred to as a director.

(b)Each Manager, acting alone, has the power to bind the Company as provided in this Article.  The act of any Manager, regardless of whether such action is for the purpose of apparently carrying on in the usual way the business or affairs of the Company, shall bind the Company and no person dealing with the Company shall have any obligation to inquire into the power or authority of any Manager acting on behalf of the Company.

(c)The Managers hereby appoint the following agents of the Company:

President and CEO	Gregory Torres
Vice President	Nancy Bargmann
Vice President	John Gillespie
Vice President	Stephen Hight
Vice President	Denis Holler
Vice President	Elizabeth Hopper
Vice President	Robert Longo
Vice President	Iovanna Lopez-Diaz
Vice President	Donald Monack
Vice President	Bruce Nardella
Vice President	Christina Pak
Treasurer	Donald Monack
Assistant Treasurer	John Gillespie
Secretary	Elizabeth Hopper
Assistant Secretary	Denis Holler
Assistant Secretary	Christina Pak

Such agents and/or other agents of the Company may be terminated and/or appointed at any time by the Managers, and the Managers may specify the duties delegated to any agent(s) from time to time.  Agents so appointed may be referred to as officers of the Company.  The Managers hereby delegate to each appointed agent the same authority to act for such Company as a corresponding officer of a Delaware corporation would have to act for the Delaware corporation; provided, however, that no such delegation by the Managers shall cause the Managers to cease to be Managers of the Company within the meaning of the Act or this Agreement, or restrict the ability of the Managers to exercise the powers so delegated.

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(d)Any document or instrument in writing executed on behalf of the Company by any Manager or by any officer of the Company shall be deemed to have been approved by the Managers and shall be binding upon and enforceable against the Company.

(e)Any Person dealing with the Company or any Manager may rely on a certificate signed by any Manager:

(i)as to the existence or nonexistence of any fact or facts which constitute conditions precedent to acts by a Manager or are in any other manner germane to the affairs of the Company;

(ii)as to who is authorized to execute and deliver any instrument or document on behalf of the Company, and as to whether any approval, consent or other action is necessary under this Agreement and/or as to whether any such action or consent has been obtained;

(iii)as to the authenticity of any copy of the Certificate, and as to the status of this Agreement and amendments hereto; or

(iv)as to any act or failure to act by the Company or as to any other matter whatsoever involving the Company, the Managers or any Member.

(f)The Member shall have the right at any time and from time to time, with or without cause, to terminate and/or replace any Manager and/or add new Managers, all in its sole discretion.  The Member may also terminate all the Managers, and in such event the Member shall exercise all the duties of the Managers.

4.2Compensation of the Managers and Members.  The Managers shall be entitled to reimbursement from the Company for all reasonable out-of-pocket third-party expenses incurred by the Managers in managing and conducting the business and affairs of the Company.  Except as may be expressly provided for herein, or as may be hereafter approved by the Managers in the reasonable exercise of their discretion, no payment shall be made by the Company to any Member for such Member’s services to the Company.

4.3Contracts with Affiliated Persons.  The Company may enter into one or more agreements, leases, loans or other arrangements for the furnishing to or by the Company of funds, goods, services or space with any Affiliate of any Member,

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Manager or officer of the Company, provided the Managers approve such agreement or arrangement in the reasonable exercise of their discretion.

4.4Other Business of Members, Managers and Officers.  The Managers, Members and officers of the Company, and their respective Affiliates, may engage independently or with others in other business ventures of every nature and description, including hotels and other residential property, whether or not competitive with any aspect of the business of the Company.  Neither the Company, nor any Member, Manager or officer of the Company, shall have any right by virtue of this Agreement or the relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom.

4.5.Duty of Care.  The Managers’ and officers’ duty of care in the discharge of their duties to the Company is limited to refraining from engaging in intentional misconduct.  In discharging such duties, the Managers and officers shall be fully protected in relying in good faith upon the records required to be maintained under Article X hereof and upon such information, opinions, reports or statements by any of their agents, or by any other Person, as to matters the Managers and officers reasonably believe are within such other Person’s professional or expert competence and who have been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid.

4.6Indemnification.  The Managers, and their respective principals, officers and directors, if any, and the officers of the Company, shall have no liability to the Company or to any Member for any loss suffered by the Company which arises out of any action or inaction of any Manager or such principals, officers or directors, if such Manager or such principals, officers or directors, in good faith, determined that such course of conduct was in the best interest of the Company and such course of conduct (whether commission or omission) did not constitute gross negligence or willful misconduct of such Manager or such principals, officers or directors.  The Managers and such principals, officers and directors shall be indemnified by the Company against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Company, provided that the same were not the result of gross negligence or willful misconduct on the part of the Managers or such principals, officers or directors.  No Manager or officer of the Company shall be responsible for the gross negligence or other misconduct of any other Manager or officer, and each Manager and officer shall be responsible for only his or her own gross negligence or other willful misconduct.

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ARTICLE V

RIGHTS AND OBLIGATIONS OF MEMBER

5.1Limitation of Liability.  The Member’s liability shall be limited as set forth in this Agreement, the Act and other applicable law.

5.2Liability of the Member to the Company.  A Member who receives the return in whole or in part of its contribution is liable to the Company only to the extent, if any, provided by the Act.

ARTICLE VI

CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS

6.1Member’s Capital in the Company.

(a)The Member shall contribute to the Company as its Capital Contribution the amount determined by the Member in its sole discretion to be necessary or convenient for carrying on the business and activities of the Company.  No interest shall accrue on any Capital Contribution, and the Member shall not have the right to withdraw or be repaid any Capital Contribution except as specifically provided in Section 6.2 and Section 9.2 of this Agreement.  Notwithstanding the foregoing, the Member shall not be required to make any Capital Contribution.

(b)Anything in this Agreement to the contrary notwithstanding, no Member shall have any personal liability for liabilities or obligations of the Company, except to the extent of its Capital Contributions made to the Company as aforesaid, and, no Member shall be required to make any further or additional contributions to the capital of the Company or to lend or advance funds to the Company for any purpose.

(c)The obligation, if any, of a Member to contribute to the capital of the Company is solely and exclusively for the benefit of the Company and the Member, and is not intended to confer rights on any third party (under Section 18-502(b) of the Act or otherwise).  Without limiting the generality of the foregoing, no creditor of the Company shall be deemed a third party beneficiary of any obligation of any Member to contribute capital or make advances to the Company.

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6.2Distributions of Operating and Capital Cash Flow.

(a)Subject to Section 6.2(c) below, distributions of Operating Cash Flow shall be made at such time or times as the Managers shall determine.

(b)Subject to Section 6.2(c) below, distributions of Capital Cash Flow shall be made at such time or times as the Managers shall determine.

(c)No distribution shall be made unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE VII

TRANSFERABILITY

(a)The Member’s interest in the Company shall be transferable in whole or in part (other than to creditors or spouses as provided below) without consent of any other Person, and the assignee shall be admitted as a Member with all the rights of the Member who assigned its interest.  However, no part of the interest of the Member shall be subject to the claims of any creditor or to legal process.  No transfer (whether voluntary or involuntary) shall effect a dissolution of the Company.  The Member shall be permitted to retire, resign or withdraw from the Company at any time.  No event of bankruptcy described in Section 18-304 of the Act shall cause the Member to cease to be a Member.

(b)No Manager shall have the right to sell, assign, transfer, pledge or otherwise encumber its rights or obligations under this Agreement.  Any Manager shall, however, be permitted to retire, resign or withdraw from the Company at any time.  Successor or additional Managers may be appointed by the Member at any time and from time to time.

ARTICLE VIII

ADDITIONAL MEMBERS

Any Person acceptable to the Member may become a Member in this Company subject to the conditions imposed by the Member.  At or about the time a new Member is admitted, this Agreement shall be amended as necessary or proper to reflect a change from a single-member limited liability company to a multiple-member limited liability company.

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ARTICLE IX

DISSOLUTION AND TERMINATION

9.1Dissolution.  The Company shall be dissolved and its affairs wound up only upon (a) the retirement, resignation or withdrawal of the only remaining Member of the Company (other than in connection with a transfer of its interest in the Company under Article VII), or (b) the determination of the Member that the Company dissolve.  Upon the happening of any event of dissolution specified in Section 18-801(a) of the Act the Company shall not dissolve if the Member demonstrates an intent to continue the business of the Company at any time prior to the filing of a Certificate of Cancellation for the Company with the State of Delaware or the liquidation and distribution of the Company’s assets pursuant to Section 9.2 below.

9.2Winding Up.  Liquidation and Distribution of Assets.

(a)Upon dissolution, the Managers shall proceed to wind up the affairs of the Company and distribute the assets of the Company as the Managers see fit, subject to the Act.  Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.

(b)Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if the Member has a deficit capital account (after giving effect to all contributions, distributions, allocations and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of the Member’s capital account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose whatsoever.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1Books of Account and Records.  Proper and complete records and books of account shall be kept or shall be caused to be kept by the Managers or such representatives as they may appoint in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in such detail and completeness as is customary and usual for businesses of the type engaged in by the Company.  The books and records shall at all times be maintained at the principal executive office of the Company.

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10.2Application of Delaware Law.  This Agreement, and the application and interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Act.

10.3Amendments.  This Agreement may not be amended except by the written agreement of both the Company and the Member; provided, however, no such amendment shall affect the rights or obligations of the Managers under this Agreement unless all of the Managers consent thereto or join in such amendment.

10.4Severability.  If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

10.5Heirs, Successors and Assigns.  Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

10.6Creditors.  None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or of the Member or by any other Person.

10.7Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(Signatures on Following Page)

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IN WITNESS WHEREOF, the undersigned have signed and sworn to this Agreement as of the date first above written.

MANAGERS:	COMPANY:
/s/ Gregory Torres	NATIONAL MENTOR SERVICES, LLC
Gregory Torres
	By:	/s/ Gregory Torres
/s/ Elizabeth Hopper		Gregory Torres, Manager
Elizabeth Hopper
	By:	/s/ Elizabeth Hopper
/s/ Donald Monack		Elizabeth Hopper, Manager
Donald Monack
	By:	/s/ Donald Monack
/s/ John Gillespie		Donald Monack, Manager
John Gillespie
	By:	/s/ John Gillespie
		John Gillespie, Manager
	MEMBER:
	NATIONAL MENTOR HOLDINGS, LLC
	By:	/s/ Gregory Torres
		Gregory Torres, Manager
	By:	/s/ Elizabeth Hopper
		Elizabeth Hopper, Manager
	By:	/s/ Donald Monack
		Donald Monack, Manager
	By:	/s/ John Gillespie
		John Gillespie, Manager

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EX-3.9

Exhibit 3.9

CERTIFICATE OF FORMATION

OF

FAS ACQUISITION, LLC

This Certificate of Formation of FAS Acquisition, LLC (the “LLC”) is being duly executed and filed by Eleanor M. Coleman, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.Code Ann. §18-101, et seq.)

FIRST.  The name of the limited liability company formed hereby is:

FAS Acquisition, LLC

SECOND.  The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

THIRD.  The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned, an authorized person of the LLC, has caused this Certificate of Formation to be duly executed as of the 5^th day of November 2002.

/s/ Eleanor M. Coleman

Eleanor M. Coleman,

Authorized Person

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
FAS ACQUISITION, LLC

FAS Acquisition, LLC, a company duly organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware (the “LLC”) does hereby certify:

FIRST: That by unanimous written consent of the Sole Member of the LLC, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Formation of the LLC declaring said amendment to be advisable. The resolutions setting forth the proposed amendment are as follows:

RESOLVED, that the Certificate of Formation of this limited liability company is amended by changing the Article thereof numbered “1” so that, as amended, said Article shall be and read as follows:

1.The name of the limited liability company is: Family Advocacy Services, LLC

SECOND: That this amendment of the Certificate of Formation shall be effective upon filing.

IN WITNESS WHEREOF: FAS Acquisition, LLC has duly caused this Certificate of Amendment of its Certificate of Formation to be executed by a duly authorized officer of its sole member, National Mentor Services, LLC, a Delaware limited liability company, this 16^th day of December, 2002.

FAS ACQUISITION, LLC
By: NATIONAL MENTOR SERVICES, LLC
By:	/s/ Christina Pak
	Vice President

EX-3.10

Exhibit 3.10

FAMILY ADVOCACY SERVICES LLC

LIMITED LIABILITY COMPANY AGREEMENT

This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of October, 2004, and is to be effective as of November 6, 2002, by and among NATIONAL MENTOR SERVICES, LLC, a Delaware limited liability company (“Services LLC”), Jeb Brownstein, Wendy Merrick, Alan Orman, Susan Stienman, Gregory Taylor, Bruce Nardella, Patti Maguire, Patti Donovan and Margie Blazier (individually, a “Manager,” and collectively, the “Managers”), and FAMILY ADVOCACY SERVICES, LLC, a Delaware limited liability company (the “Company”).

RECITALS

A.            WHEREAS, the Certificate of Formation of FAS Acquisition, LLC was filed on November 6, 2002, in the Office of the Secretary of State for the State of Delaware (“Secretary of State”) and a Certificate of Amendment was filed on December 24, 2002 with the Secretary of State changing the name of the Company to Family Advocacy Services, LLC.

B.            WHEREAS, prior to the date of this Agreement there as been no written agreement as to the conduct of the business and affairs of the LLC;

C.            WHEREAS, on the date hereof, Holdings Inc. is the sole member (hereinafter referred to as the “Sole Member”) of the Company;

D.WHEREAS, the Sole Member, the Managers and the Company desire to enter into this Agreement; and

E.             WHEREAS, in entering into this Agreement, the Company, the Managers and the Sole Member wish to make a full statement of their agreement in respect to the Company in order that, except to the extent the Agreement expressly incorporates by reference provisions of the Act, the Code or the Treasury Regulations (as each is defined below) or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different from, the provisions of the Act or any other law or rule.

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THEREFORE, for good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Sole Member, the Managers and the Company agree as follows:

ARTICLE I

DEFINITIONS

Unless otherwise expressly provided herein, the following terms used in this Limited Liability Company Agreement shall have the following meanings:

(a)           “Act” shall mean the Delaware Limited Liability Company Act at Del. Code Ann. Tit. 6, §§18-101 et seq., as it may be amended from time to time.

(b)           “Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by, or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, manager, member, or general partner of such Person, or (iv) any Person who is an officer, director, manager, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i) through (iii) of this sentence.  For purposes of this definition, the term “controls,” “is controlled by” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(c)           “Capital Cash Flow” shall mean, for purposes of this Agreement and for a given period of time, the net proceeds received by the Company from Company borrowings and the net proceeds of the sale or other disposition of assets of the Company, in each instance less reasonable reserves required in the sole discretion of the Member.

(d)           “Capital Contribution” shall mean any contribution to the capital of the Company in cash or other property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

(e)           “Certificate” shall mean the Certificate of Formation creating the Company, as it may from time to time be amended in accordance with the Act.

(f)            “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provisions of succeeding law.

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(g)“Company” shall mean Family Advocacy Services, LLC, a Delaware limited liability company.

(h)           “Entity” shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

(i)            “Manager” shall refer individually to each Person named as a Manager in this Agreement and to any other Person who becomes a Manager as permitted by this Agreement.  “Managers” shall refer collectively to the Persons named as Managers in this Agreement and to any other Persons who become Managers as permitted by this Agreement.

(j)“Member” shall mean the Sole Member or its permitted successors and assigns hereunder.

(k)           “Operating Cash Flow” shall mean, for purposes of this Agreement and for a given period of time, all cash received by the Company from any source (but excluding net proceeds from borrowings of the Company and the net proceeds from the sale or other disposition of assets of the Company) less cash expended for the debts and expenses of the Company, principal and interest payments on any indebtedness of the Company, capital expenditures and, in each instance, reasonable reserves required in the sole discretion of the Member.

(l)            “Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such Person where the context so permits.

(m)          “Treasury Regulations” shall include proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

ARTICLE II

FORMATION OF COMPANY

2.1           Formation.  The Company was formed effective as of the date hereof, in accordance with and pursuant to the Act.  The parties hereto do hereby confirm their intent and agreement that the Company shall be governed by the terms of this Agreement.

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2.2           Name.  The name of the Company is Family Advocacy Services, LLC, provided that the Managers may elect to transact business in other names in those jurisdictions where they deem it necessary for purposes of complying with the requirements of local law.

2.3           Principal Place of Business.  The principal place of business of the Company shall be 313 Congress Street, Boston, Massachusetts 02210.  The Company may relocate its principal place of business to any other place or places as the Managers may from time to time deem advisable.  Additional offices may be maintained and acts done at any other place appropriate for accomplishing the purposes of the Company, all as determined by the Managers.

2.4           Registered Office and Registered Agent.  The Company’s initial registered office shall be at the office of its registered agent at 1209 Orange Street, Wilmington, Delaware 19801, and the name of its initial registered agent at such address shall be The Corporation Trust Company.  The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Delaware Secretary of State pursuant to the Act.

2.5           Term.  The term of the Company shall be perpetual, unless sooner terminated in accordance with the provisions of this Agreement.

ARTICLE III

BUSINESS OF COMPANY

The Company has been formed, and its purposes are, either directly or indirectly through one or more other limited liability companies or other Entities, to provide human and health services.  The Company shall have the power to do all acts and things necessary or useful in connection with the foregoing.  It is the intention of the Sole Member that the Company be a disregarded entity for federal income tax purposes under Section 7701 of the Code and the regulations promulgated pursuant thereto.

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ARTICLE IV

RIGHTS AND DUTIES OF THE MANAGERS

4.1Management.

(a)           All management of the Company shall be vested in the Managers.  The affirmative consent (regardless of whether written, oral, or by course of conduct) of a majority of the Managers shall constitute the consent of all of the Managers for purposes of any provision of this Agreement or the Act.  All decisions concerning the business affairs of the Company shall be made solely by a majority of the Managers.  A Manager shall have the same authority to act for such Company as a director of a Delaware corporation would have to act for the Delaware corporation and may be referred to as a director.

(b)           Each Manager, acting alone, has the power to bind the Company as provided in this Article.  The act of any Manager, regardless of whether such action is for the purpose of apparently carrying on in the usual way the business or affairs of the Company, shall bind the Company and no person dealing with the Company shall have any obligation to inquire into the power or authority of any Manager acting on behalf of the Company.

(c)           The Managers hereby appoint the following agents of the Company:

President and CEO	Gregory Torres
Vice President	John Gillespie
Vice President	Stephen Hight
Vice President	Denis Holler
Vice President	Elizabeth Hopper
Vice President	Donald Monack
Vice President	Bruce Nardella
Vice President	Christina Pak
Treasurer	Donald Monack
Assistant Treasurer	John Gillespie
Secretary	Elizabeth Hopper
Assistant Secretary	Denis Holler
Assistant Secretary	Christina Pak

Such agents and/or other agents of the Company may be terminated and/or appointed at any time by the Managers, and the Managers may specify the duties delegated to

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any agent(s) from time to time.  Agents so appointed may be referred to as officers of the Company.  The Managers hereby delegate to each appointed agent the same authority to act for such Company as a corresponding officer of a Delaware corporation would have to act for the Delaware corporation; provided, however, that no such delegation by the Managers shall cause the Managers to cease to be Managers of the Company within the meaning of the Act or this Agreement, or restrict the ability of the Managers to exercise the powers so delegated.

(d)           Any document or instrument in writing executed on behalf of the Company by any Manager or by any officer of the Company shall be deemed to have been approved by the Managers and shall be binding upon and enforceable against the Company.

(e)Any Person dealing with the Company or any Manager may rely on a certificate signed by any Manager:

(i)            as to the existence or nonexistence of any fact or facts which constitute conditions precedent to acts by a Manager or are in any other manner germane to the affairs of the Company;

(ii)           as to who is authorized to execute and deliver any instrument or document on behalf of the Company, and as to whether any approval, consent or other action is necessary under this Agreement and/or as to whether any such action or consent has been obtained;

(iii)          as to the authenticity of any copy of the Certificate, and as to the status of this Agreement and amendments hereto; or

(iv)          as to any act or failure to act by the Company or as to any other matter whatsoever involving the Company, the Managers or any Member.

(f)            The Member shall have the right at any time and from time to time, with or without cause, to terminate and/or replace any Manager and/or add new Managers, all in its sole discretion.  The Member may also terminate all the Managers, and in such event the Member shall exercise all the duties of the Managers.

4.2           Compensation of the Managers and Members.  The Managers shall be entitled to reimbursement from the Company for all reasonable out-of-pocket third-party expenses incurred by the Managers in managing and conducting the business and affairs of the Company.  Except as may be expressly provided for herein, or as may be hereafter approved by the Managers in the reasonable exercise of their

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discretion, no payment shall be made by the Company to any Member for such Member’s services to the Company.

4.3           Contracts with Affiliated Persons.  The Company may enter into one or more agreements, leases, loans or other arrangements for the furnishing to or by the Company of funds, goods, services or space with any Affiliate of any Member, Manager or officer of the Company, provided the Managers approve such agreement or arrangement in the reasonable exercise of their discretion.

4.4           Other Business of Members, Managers and Officers.  The Managers, Members and officers of the Company, and their respective Affiliates, may engage independently or with others in other business ventures of every nature and description, including hotels and other residential property, whether or not competitive with any aspect of the business of the Company.  Neither the Company, nor any Member, Manager or officer of the Company, shall have any right by virtue of this Agreement or the relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom.

4.5.          Duty of Care.  The Managers’ and officers’ duty of care in the discharge of their duties to the Company is limited to refraining from engaging in intentional misconduct.  In discharging such duties, the Managers and officers shall be fully protected in relying in good faith upon the records required to be maintained under Article X hereof and upon such information, opinions, reports or statements by any of their agents, or by any other Person, as to matters the Managers and officers reasonably believe are within such other Person’s professional or expert competence and who have been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid.

4.6           Indemnification.  The Managers, and their respective principals, officers and directors, if any, and the officers of the Company, shall have no liability to the Company or to any Member for any loss suffered by the Company which arises out of any action or inaction of any Manager or such principals, officers or directors, if such Manager or such principals, officers or directors, in good faith, determined that such course of conduct was in the best interest of the Company and such course of conduct (whether commission or omission) did not constitute gross negligence or willful misconduct of such Manager or such principals, officers or directors.  The Managers and such principals, officers and directors shall be indemnified by the Company against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Company, provided that the same

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were not the result of gross negligence or willful misconduct on the part of the Managers or such principals, officers or directors.  No Manager or officer of the Company shall be responsible for the gross negligence or other misconduct of any other Manager or officer, and each Manager and officer shall be responsible for only his or her own gross negligence or other willful misconduct.

ARTICLE V

RIGHTS AND OBLIGATIONS OF MEMBER

5.1           Limitation of Liability.  The Member’s liability shall be limited as set forth in this Agreement, the Act and other applicable law.

5.2           Liability of the Member to the Company.  A Member who receives the return in whole or in part of its contribution is liable to the Company only to the extent, if any, provided by the Act.

ARTICLE VI

CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS

6.1Member’s Capital in the Company.

(a)           The Member shall contribute to the Company as its Capital Contribution the amount determined by the Member in its sole discretion to be necessary or convenient for carrying on the business and activities of the Company.  No interest shall accrue on any Capital Contribution, and the Member shall not have the right to withdraw or be repaid any Capital Contribution except as specifically provided in Section 6.2 and Section 9.2 of this Agreement.  Notwithstanding the foregoing, the Member shall not be required to make any Capital Contribution.

(b)           Anything in this Agreement to the contrary notwithstanding, no Member shall have any personal liability for liabilities or obligations of the Company, except to the extent of its Capital Contributions made to the Company as aforesaid, and, no Member shall be required to make any further or additional contributions to the capital of the Company or to lend or advance funds to the Company for any purpose.

(c)           The obligation, if any, of a Member to contribute to the capital of the Company is solely and exclusively for the benefit of the Company and the Member, and is not intended to confer rights on any third party (under Section 18-502(b) of the Act or otherwise).  Without limiting the generality of the foregoing, no

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creditor of the Company shall be deemed a third party beneficiary of any obligation of any Member to contribute capital or make advances to the Company.

6.2Distributions of Operating and Capital Cash Flow.

(a)           Subject to Section 6.2(c) below, distributions of Operating Cash Flow shall be made at such time or times as the Managers shall determine.

(b)           Subject to Section 6.2(c) below, distributions of Capital Cash Flow shall be made at such time or times as the Managers shall determine.

(c)           No distribution shall be made unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE VII

TRANSFERABILITY

(a)           The Member’s interest in the Company shall be transferable in whole or in part (other than to creditors or spouses as provided below) without consent of any other Person, and the assignee shall be admitted as a Member with all the rights of the Member who assigned its interest.  However, no part of the interest of the Member shall be subject to the claims of any creditor or to legal process.  No transfer (whether voluntary or involuntary) shall effect a dissolution of the Company.  The Member shall be permitted to retire, resign or withdraw from the Company at any time.  No event of bankruptcy described in Section 18-304 of the Act shall cause the Member to cease to be a Member.

(b)           No Manager shall have the right to sell, assign, transfer, pledge or otherwise encumber its rights or obligations under this Agreement.  Any Manager shall, however, be permitted to retire, resign or withdraw from the Company at any time.  Successor or additional Managers may be appointed by the Member at any time and from time to time.

ARTICLE VIII

ADDITIONAL MEMBERS

Any Person acceptable to the Member may become a Member in this Company subject to the conditions imposed by the Member.  At or about the time a new Member is admitted, this Agreement shall be amended as necessary or proper to

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reflect a change from a single-member limited liability company to a multiple-member limited liability company.

ARTICLE IX

DISSOLUTION AND TERMINATION

9.1           Dissolution.  The Company shall be dissolved and its affairs wound up only upon (a) the retirement, resignation or withdrawal of the only remaining Member of the Company (other than in connection with a transfer of its interest in the Company under Article VII), or (b) the determination of the Member that the Company dissolve.  Upon the happening of any event of dissolution specified in Section 18-801(a) of the Act the Company shall not dissolve if the Member demonstrates an intent to continue the business of the Company at any time prior to the filing of a Certificate of Cancellation for the Company with the State of Delaware or the liquidation and distribution of the Company’s assets pursuant to Section 9.2 below.

9.2Winding Up.  Liquidation and Distribution of Assets.

(a)           Upon dissolution, the Managers shall proceed to wind up the affairs of the Company and distribute the assets of the Company as the Managers see fit, subject to the Act.  Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.

(b)           Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if the Member has a deficit capital account (after giving effect to all contributions, distributions, allocations and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of the Member’s capital account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose whatsoever.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1         Books of Account and Records.  Proper and complete records and books of account shall be kept or shall be caused to be kept by the Managers or such representatives as they may appoint in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in such detail and

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completeness as is customary and usual for businesses of the type engaged in by the Company.  The books and records shall at all times be maintained at the principal executive office of the Company.

10.2         Application of Delaware Law.  This Agreement, and the application and interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Act.

10.3         Amendments.  This Agreement may not be amended except by the written agreement of both the Company and the Member; provided, however, no such amendment shall affect the rights or obligations of the Managers under this Agreement unless all of the Managers consent thereto or join in such amendment.

10.4         Severability.  If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

10.5         Heirs, Successors and Assigns.  Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

10.6         Creditors.  None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or of the Member or by any other Person.

10.7         Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(Signatures on Following Page)

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IN WITNESS WHEREOF, the undersigned have signed and sworn to this Agreement as of the date first above written.

MANAGERS:	COMPANY:
	FAMILY ADVOCACY SERVICES, LLC
/s/ Jeb Brownstein
Jeb Brownstein
	By:	/s/ Jeb Brownstein
		Jeb Brownstein, Manager
/s/ Wendy Merrick
Wendy Merrick
	By:	/s/ Wendy Merrick
		Wendy Merrick, Manager
/s/ Alan Orman
Alan Orman
	By:	/s/ Alan Orman
		Alan Orman, Manager
/s/ Susan Stienman
Susan Stienman
	By:	/s/ Susan Stienman
		Susan Stienman, Manager
Gregory Taylor
	By:
		Gregory Taylor, Manager
/s/ Bruce Nardella
Bruce Nardella
	By:	/s/ Bruce Nardella
		Bruce Nardella, Manager
/s/ Patti Maguire
Patti Maguire
	By:	/s/ Patti Maguire
		Patti Maguire, Manager
/s/ Patti Donovan
Patti Donovan
	By:	/s/ Patti Donovan
		Patti Donovan, Manager
/s/ Margie Blazier
Margie Blazier
	By:	/s/ Margie Blazier
		Margie Blazier

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MEMBER:
NATIONAL MENTOR SERVICES, LLC
By:	/s/ Gregory Torres
	Gregory Torres, Manager
By:	/s/ Elizabeth Hopper
	Elizabeth Hopper, Manager
By:	/s/ Donald Monack
	Donald Monack, Manager
By:	/s/ John Gillespie
	John Gillespie, Manager

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EX-3.11

Exhibit 3.11

CERTIFICATE OF INCORPORATION
OF
NATIONAL MENTOR SERVICES, INC.

FIRST.  The name of the corporation is National Mentor Services, Inc.

SECOND.  The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware.  The name of its registered agent at such address is The Corporation Trust Company.

THIRD.  The nature of the business or purpose to be conducted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “Delaware Code”).  The corporation shall possess and may exercise all the powers and privileges granted or available to it under any and all applicable statutory and common laws in effect from time to time.

FOURTH.  The total number of shares of stock which the corporation shall have authority to issue is 100 shares of Common Stock with a $0.01 par value.

FIFTH.  The corporation is to have perpetual existence.

SIXTH.  In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware:

A.  The Board of Directors of the corporation is expressly authorized to adopt, amend or repeal the By-Laws of the corporation.

B.  Elections of directors need not be by written ballot unless the By-Laws of the corporation shall so provide.

SEVENTH.  Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of

Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustee in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 or Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH.  A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Code, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit.  If the Delaware Code hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the Delaware Code.  Any repeal or modification of this paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

NINTH.  The corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred upon a stockholder herein are granted subject to this reservation.

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TENTH.  The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
Eleanor M. Coleman	Goulston & Storrs
	400 Atlantic Avenue
	Boston, MA 02110-3333

I, THE UNDERSIGNED, being the sole incorporator hereinabove named, for the purpose of forming a corporation pursuant to the Delaware Code, do make this Certificate, hereby declaring and certifying that this is my free act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 24^th day of April, 2003.

/s/ Eleanor M. Coleman

Eleanor M. Coleman, Sole Incorporator

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EX-3.12

Exhibit 3.12

BY-LAWS

OF

NATIONAL MENTOR SERVICES, INC.

(a Delaware corporation)

ARTICLE I

Provisions of Law

These By-Laws shall be subject to such provisions of the statutory and common laws of the State of Delaware as may be applicable to corporations organized under the laws of the State of Delaware. Subsequent references herein to provisions of law shall be deemed to be references to the aforesaid provisions of law.  All references in these By-Laws to such provisions of law shall be construed to refer to such provisions as from time to time amended.

ARTICLE II

Certificate of Incorporation

These By-Laws shall be subject to the Certificate of Incorporation of the corporation.  All references in these By-Laws to the Certificate of Incorporation shall be construed to mean the Certificate of Incorporation of the corporation as from time to time amended.

ARTICLE III

Stockholders

1.  Annual Meeting:  The annual meeting of stockholders shall be held on December 1 in each year if not a legal holiday, and if a legal holiday, the next succeeding full business day, or at such other date and time as shall be designated from time to time by the Board of Directors or the President.  Each annual meeting shall be held for the purpose of electing Directors of the corporation and for such other purposes and for the transaction of such other business as may properly be brought before the meeting.

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If the election of Directors of the corporation shall not be held on the day designated in accordance with the foregoing, the Board of Directors shall cause such election to be held as soon thereafter as convenient.  A special meeting of the stockholders of the corporation shall be held for such election and for such other purposes and for the transaction of such other business as might have been held or transacted at such annual meeting.  Any election held, or any business transacted at such special meeting, shall have the same force and effect as if held or transacted at the annual meeting.

2.  Special Meetings:  Unless otherwise required by law or the Certificate of Incorporation, a special meeting of the stockholders may be called for any purpose or purposes by the Directors or by the President.  Upon written request of one or more stockholders who own at least ten percent (10%) of the capital stock issued and outstanding and entitled to vote at the meeting, a special meeting shall be called by the Secretary, or in the case of the death, absence, incapacity or refusal to act of the Secretary, by any other officer.  Such request shall state the purpose or purposes of the proposed meeting.

3.  Place of Meeting:  All meetings of the stockholders, annual or special, shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors or the officer calling the meeting or if not so designated, at the registered office of the corporation.

4.  Notice of Meetings:  Except as otherwise provided by law, a written notice of every meeting of stockholders, annual or special, stating the place, date and hour thereof, and, in the case of special meetings, the purpose or purposes for which the meeting is to be held, shall be given by the person or persons calling the meeting or by any officer of the corporation acting at his or their direction not less than ten (10) nor more than sixty (60) days before the meeting to each stockholder, who by law, by the Certificate of Incorporation or by these By-Laws, is entitled to vote at or notice of such meeting.  Such notice shall be given either personally, by leaving it with him or at his residence or place of business, or by telephone, telecopy or electronic mail or other equivalent electronic media.  If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.  No notice of any adjourned meeting shall be required if (a) the time and place thereof are announced at the meeting at which the adjournment is taken, (b) the adjournment is for less than thirty (30) days, and (c) no new record date is fixed for the adjourned meeting.

5.  Waivers of Notice:  Whenever notice is required to be given to any stockholder by law, the Certificate of Incorporation or these By-Laws, a written waiver thereof, signed by the stockholder entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the

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express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

6.  Voting List:  The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or town where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

7.  Quorum:  Except as may be otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws, the holders of a majority of all stock issued and outstanding and entitled to vote at a meeting (or if there shall be more than one (1) class or series of stock issued and outstanding and entitled to vote separately at such meeting, and a separate vote by class or series shall be required by law, by the Certificate of Incorporation or by these By-Laws, then a majority of each such class or series) present in person or represented by proxy, shall constitute a quorum. The holders of a majority in interest of all stock issued and outstanding, entitled to vote and present in person or represented by proxy at any meeting of stockholders, including any adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place.  At any adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called, provided a quorum shall be in attendance at such adjourned meeting.

8.  Voting and Proxies:  Unless otherwise provided by the Certificate of Incorporation, each stockholder shall have one (1) vote for each share of stock and a proportionate vote for each fractional share of stock entitled to vote, held by him of record according to the records of the corporation.  Stockholders may vote either in person or by written proxy dated not more than three (3) years before such vote, unless the proxy provides for a longer period.  A proxy with respect to stock held in the name of two (2) or more persons shall be valid if executed by one (1) of them unless at or prior to the exercise of the proxy, the corporation receives a specific written notice to the contrary from any one (1) of them.  A proxy purporting to have been executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise.  All elections of Directors shall be by written ballot unless otherwise provided in the Certificate of Incorporation.

9.  Required Vote:  If a quorum is present, then, except as otherwise required by law, the Certificate of Incorporation or these By-Laws, the holders of a majority of the stock

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present in person or represented by proxy at the meeting and entitled to vote shall decide any such election or other matter to be voted upon by the stockholders.

10.  Action Without Meeting:  Unless otherwise required in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

11.  Record Date:  For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Directors may fix, in advance, a date as the record date for any such determination of stockholders.  Such date shall not be more than sixty or less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  If no such record date is fixed:

11.1         The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

11.2         The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Directors is necessary, shall be the day on which the first written consent is expressed;

11.3         The record date for determining stockholders for any purpose other than those specified in Sections 11.1 and 11.2 shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

When a determination of stockholders entitled to notice of or to vote at any meeting of stockholders has been made as provided in this Section 11 such determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting.

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ARTICLE IV

Directors

1.  Powers:  The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, which may exercise all the powers of the corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

2.  Number; Qualification; Term of Office:  The Board of Directors shall consist of one or more members. The total number of Directors shall be fixed initially by the incorporators and may thereafter be changed from time to time by action of the stockholders or the Directors.  Directors need not be stockholders.  Each Director shall hold office until his successor is elected and qualified, or until his earlier death, resignation or removal.

3.  Election of Directors:  The Board of Directors shall be elected at the annual meeting, or in lieu thereof at any special meeting, of stockholders in the manner prescribed by law, by the Certificate of Incorporation and by these By-Laws.

4.  Newly Created Directorships and Vacancies:  Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, or by the stockholders by a majority of the stock present or represented by proxy at a special meeting of stockholders called for that purpose.  A Director elected to fill a vacancy shall be elected to hold office until his successor is elected and qualified, or until his earlier death, resignation or removal.  If there are no Directors in office, then an election of Directors may be held in the manner provided by law.  In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise required by law or these By-Laws, may exercise the power of the full Board of Directors until the vacancy is filled.

5.  Resignations and Removal of Directors:  Any Director may resign at any time by written notice to the Corporation.  Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.  Any Director may be removed from office with or without cause by the stockholders upon the vote of the holders of a majority of stock then issued and outstanding and entitled to vote thereon or in such manner as may be provided in the Certificate of Incorporation.

6.  Regular Meetings:  Regular meetings of the Board of Directors may be held without notice at such times and places as the Directors may determine from time to time; provided that any Director who is absent when such a determination is made shall be given prompt notice of such determination.  The first meeting of the Board of Directors

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following the annual meeting of the stockholders may be held without notice immediately after and at the same place as the annual meeting of the stockholders or the special meeting held in lieu thereof.

7.  Special Meetings and Notice:  Special meetings of the Board of Directors may be called at any time by the President, Treasurer or by any Director.  Notice of a special meeting shall be given by the Secretary, an Assistant Secretary or the person calling the meeting to each Director in person or by telephone, telecopy or electronic mail, or other equivalent electronic media sent to his last known business or home address, at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to his business or home address, at least forty-eight (48) hours in advance of the meeting.  Notice of a meeting need not be given to any Director, if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him.  Any notice given hereunder shall state the place, date and hour of the meeting, but need not specify the purposes of the meeting except that if an amendment to these By-Laws or any matter referred to in Article VII or Paragraphs 5 and 6 of Article VIII of these By-Laws shall be a purpose of the meeting, the same shall be so stated in the notice.

8.  Quorum; Voting and Adjournments:  Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, a majority of the total number of Directors then in office shall constitute a quorum at any meeting of the Directors, and the act of a majority of the Directors present at a meeting at which a quorum shall be present shall be the act of the Board of Directors.  Any meeting of Directors may be adjourned to any other time and place as a majority of those Directors present at such meeting and voting shall determine whether or not a quorum of Directors shall be present.

9.  Action Without Meeting:  Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting, if a written consent thereto is signed by all the Directors then in office and such written consent is filed with the records of the meetings of the Directors.  Such consent shall be treated as a vote for all purposes.

10.  Telephonic Meetings:  Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors or of any committee thereof may participate in a meeting of the Board of Directors or of any committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

11.  Committees:  The Board of Directors may, in its discretion, by resolution passed by a majority of the whole Board, designate one (1) or more committees, each committee to consist of one (1) or more of the Directors of the corporation and which shall have and may exercise, except as may be otherwise limited by law, such powers and authority, including those possessed by the Board of Directors itself, as shall be conferred or

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authorized by the resolutions appointing it.  The Board of Directors shall have the power at any time to discharge, change the membership of, fill vacancies in, or designate one or more directors as alternate members of any such committee.  Written minutes of all proceedings of any such committee shall be kept and made available to each Director, at his request.  Except as the Board of Directors may otherwise determine, a majority of the Directors then constituting the membership of any such committee shall constitute a quorum for the transaction of business, except that when a committee shall have only one (1) Director, then one (1) Director shall constitute a quorum.  When a quorum is present at any meeting of any such committee, a majority of those present and voting shall be requisite and sufficient to effect any action, or to decide any question or measure presented to the meeting, unless a larger vote shall be required by law or by other provisions of these By-Laws or by the Board of Directors.

Notice shall be provided to each committee member in accordance with Section 7 of this Article, as if such committee meeting were a special meeting of the Directors.

In the event of the absence or disqualification of any member of any committee designated by the Board of Directors, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

ARTICLE V

Officers

1.  Officers:  The officers of the corporation shall be elected by the Board of Directors and shall consist of a President, a Treasurer, a Secretary and such other officers, including without limitation a Chairman of the Board of Directors and one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Directors may from time to time determine.  Such other officers shall have such duties and powers as shall be designated from time to time by the Board of Directors or the chief executive officer, and they shall be responsible to and shall report to the chief executive officer or to such other officer as the chief executive officer or the Board of Directors shall designate.  If authorized by resolution of the Board of Directors, the chief executive officer may be empowered to appoint from time to time Assistant Secretaries and Assistant Treasurers.  Any number of offices may be held by the same person, unless the Certificate of Incorporation or these By-Laws otherwise provide.

2.  Tenure:  Each officer of the Corporation shall hold office until his successor is elected and qualified, unless a different term is specified in the vote electing or appointing him, or until his earlier death, resignation or removal.

3.  Removal:  The Directors may remove any officer elected or appointed by them with or without cause upon the vote of the Directors then in office.

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4.  Resignation:  Any officer may resign at any time by delivering his written resignation to the Corporation at its principal office or to the chief executive officer or Secretary.  Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5.  Vacancies:  Vacancies in any office may be filled by the Directors.

6.  Certain Duties and Powers:  The officers designated below, subject at all times to modification by and to the direction and control of the Directors, shall have and may exercise the respective duties and powers set forth below:

A.            The Chairman of the Board of Directors:  The Chairman of the Board of Directors, if there be one, shall, when present, preside at all meetings of the Directors.

B.            President:  The President shall be the chief executive officer of the corporation and shall have general supervision and control of its business.  Unless otherwise provided by the Directors, he shall preside, when present, at all meetings of stockholders, and, if a director, at all meetings of Directors unless there be a Chairman of the Board of Directors who is present at the meeting.

C.            Treasurer:  The Treasurer shall be the chief financial officer of the corporation and shall have general charge of the financial affairs of the corporation and shall keep or cause to be kept accurate books of account. He shall have custody of all funds, securities and valuable documents of the corporation.

D.            Secretary:  The Secretary shall keep a true record of the proceedings of all meetings of the stockholders and Directors of the corporation.  In the absence of the Secretary from any such meeting, an Assistant Secretary, if there be one, otherwise a temporary Secretary shall be chosen by the person presiding at the meeting, and he shall so record the proceedings thereof.  Unless a transfer agent is appointed, the Secretary shall also keep or cause to be kept the stock transfer books of the corporation.

In addition, except as otherwise required by law, these By-Laws or the Certificate of Incorporation, and subject to modification by and to the direction and control of the Board of Directors, each officer shall have in addition to the above duties and powers, such duties and powers as are customarily incident to his office.

ARTICLE VI

Capital Stock

1.  Certificates of Stock:  Unless the Directors provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock shall be uncertificated shares, the shares of the corporation shall be represented by certificates.  Any such

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resolution shall not apply to shares represented by a certificate unless such certificate is surrendered to the corporation.  Notwithstanding the adoption of such a resolution by the Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to one or more certificates signed by the Chairman or Vice-Chairman of the Board of Directors or by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary representing the number of shares registered in certificate form.  Any or all the signatures on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect, as if he were such officer, transfer agent or registrar at the date of issue.

2.  Legends:  Every certificate issued for shares of stock at a time when such shares are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these By-Laws or any agreement among any stockholders or among any such stockholders and the corporation shall have the restriction noted conspicuously on the certificate and shall also set forth on the face or back of the certificate either (i) the full text of the restriction or (ii) a statement of the existence of such restriction and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

Every certificate issued for shares of stock at a time when the corporation is authorized to issue more than one class or series of stock shall set forth on the face or back of the certificate either (i) the full text or a summary of the powers, designations, preferences, and relative, participating, optional or other special rights of the shares of each class and series, if any, authorized to be issued, or (ii) a statement of the existence of such powers, designations, preferences and relative, participating, optional or other special rights and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

In the event the Directors have authorized uncertificated stock, within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owners thereof a written notice containing the information required to be set forth or stated on certificates pursuant to law and these By-Laws, or with respect to uncertificated stock issued at a time when the corporation is authorized to issue more than one class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

3.  Transfers:  The Directors may appoint a transfer agent and a registrar of transfers or either and require all stock certificates to bear their signatures.  Transfers of shares of capital stock of the corporation shall be made only on the books of the corporation by the registered holder thereof or by his duly authorized attorney appointed by a power of

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attorney duly executed and filed with the Secretary of the corporation or a transfer agent, and on surrender of the certificate or certificates for such shares properly endorsed.  The Directors may make such additional rules and regulations not inconsistent with law, with the Certificate of Incorporation or with these By-Laws as it deems expedient relative to the issue, transfer and registration of stock certificates.

4.  Pledges:  Transferees of stock of the corporation transferred as collateral security shall be entitled to a new certificate therefor if the instrument of transfer substantially describes the debt or duty which is intended to be secured thereby.  Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer and on the face of any new certificate issued therefor if, when the certificates are presented to the corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and the transferee request the corporation to do so.

5.  Replacement of Certificates:  In case of the alleged loss, destruction or mutilation of a certificate of stock issued by the corporation, a duplicate certificate may be issued in place thereof, upon such terms as the Directors may prescribe.

ARTICLE VII

Indemnification

1.  Indemnification of Officers and Directors:  The Corporation shall 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, by reason of the fact that he is or was a director or an officer of the Corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect.  Such rights of indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled apart from the foregoing provisions.  The foregoing provisions of this Article VII, Paragraph 1, shall be deemed to be a contract between the Corporation and each director and officer who serves in such capacity at any time while this Article VII and the relevant provisions of the General Corporation Law and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding thereto or thereafter brought or threatened based in whole or in part upon any such state of facts.

2.  Indemnification of Other Persons:  The 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 by reason of the fact that he is or was an employee or agent of the

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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 such action, suit or proceeding to the extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect.  Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions.

3.  Miscellaneous:  Notwithstanding anything contained in and without limiting the generality of the foregoing provisions:

A.            The extent of the rights of indemnification, as hereinabove set forth, shall include, without limitation, all liabilities, costs and expenses of defending, compromising or settling any action, suit or other proceeding, and the satisfaction of any judgment or decree entered or rendered therein, including the payment of fines or penalties imposed in criminal actions or proceedings.

B.            The termination of any action, suit or proceeding, civil or criminal, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of guilty or nolo contendere, or its equivalent, shall not create a presumption that the person did not meet the standard of conduct required under the General Corporation Law, or any other applicable law, in order to be entitled to indemnification as hereinabove provided.

C.            Expenses incurred by any person who may have a right of indemnification under this By-Law in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding to the extent permitted by the General Corporation Law, and any other applicable law, as from time to time in effect, when approved by the Board of Directors.

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ARTICLE VIII

Miscellaneous Provisions

1.  Fiscal Year:  The fiscal year of the Corporation shall be determined, and may be changed, by the Board of Directors.

2.  Seal:  The seal of the corporation shall, subject to alteration by the Directors, bear its name, the word “Delaware,” and the year of its incorporation.

3.  Execution of Instruments:  Except as otherwise authorized by the Board of Directors, all deeds, mortgages, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations authorized to be executed by an officer of the corporation in its behalf shall be signed by the Chairman of the Board, the President, any Vice President or the Treasurer except as the Directors may generally or in particular cases otherwise determine.

4.  Voting of Securities:  Except as the Directors may otherwise designate, the Chairman or the President may waive notice of, and act, or appoint any other person or persons to waive notice of or act, as proxy or attorney in fact for this corporation (with or without power of substitution) at any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this corporation; and may as such proxy or attorney for this corporation (with or without power of substitution), consent to, and sign in writing, any action in lieu of any such meeting.

5.  Amendments:  These By-Laws may be altered, amended or repealed by the stockholders or, if so authorized by the Certificate of Incorporation, by the Directors, at any meeting of the stockholders or of the Directors; provided, however, that notice of the substance of any such alteration, amendment or repeal be contained in the notice of such meeting.

6.  Ratification:  Any transaction may be ratified by the Board of Directors or by the stockholders; and if so ratified, shall have the same force and effect as if the questioned transaction had been originally duly authorized, and said ratification shall be binding upon the corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

7.  Reliance on Records:  Each officer, Director or member of any committee designated by the Board of Directors in the manner hereinbefore provided shall in the performance of his duties be fully protected in relying in good faith upon the books of account or reports made to the corporation by any of its officials, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any committee, or in relying in good faith upon other records of the corporation.

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EX-3.13

Exhibit 3.13

CERTIFICATE OF INCORPORATION

OF

MENTOR MANAGEMENT, INC.

FIRST.  The name of the corporation is Mentor Management, Inc.

SECOND.  The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware.  The name of its registered agent at such address is The Corporation Trust Company.

THIRD.  The nature of the business or purpose to be conducted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “Delaware Code”).  The corporation shall possess and may exercise all the powers and privileges granted or available to it under any and all applicable statutory and common laws in effect from time to time.

FOURTH.  The total number of shares of stock which the corporation shall have authority to issue is 100 shares of Common Stock with a $0.01 par value.

FIFTH.  The corporation is to have perpetual existence.

SIXTH.  In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware:

A.  The Board of Directors of the corporation is expressly authorized to adopt, amend or repeal the By-Laws of the corporation.

B.  Elections of directors need not be by written ballot unless the By-Laws of the corporation shall so provide.

SEVENTH.  Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of

Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustee in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 or Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH.  A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Code, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit.  If the Delaware Code hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the Delaware Code.  Any repeal or modification of this paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

NINTH.  The corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred upon a stockholder herein are granted subject to this reservation.

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TENTH.  The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
Eleanor M. Coleman	Goulston & Storrs
	400 Atlantic Avenue
	Boston, MA 02110-3333

I, THE UNDERSIGNED, being the sole incorporator hereinabove named, for the purpose of forming a corporation pursuant to the Delaware Code, do make this Certificate, hereby declaring and certifying that this is my free act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 24^th day of April, 2003.

/s/ Eleanor M. Coleman

Eleanor M. Coleman, Sole Incorporator

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EX-3.14

Exhibit 3.14

BY-LAWS

OF

MENTOR MANAGEMENT, INC.

(a Delaware corporation)

ARTICLE I

Provisions of Law

These By-Laws shall be subject to such provisions of the statutory and common laws of the State of Delaware as may be applicable to corporations organized under the laws of the State of Delaware. Subsequent references herein to provisions of law shall be deemed to be references to the aforesaid provisions of law.  All references in these By-Laws to such provisions of law shall be construed to refer to such provisions as from time to time amended.

ARTICLE II

Certificate of Incorporation

These By-Laws shall be subject to the Certificate of Incorporation of the corporation.  All references in these By-Laws to the Certificate of Incorporation shall be construed to mean the Certificate of Incorporation of the corporation as from time to time amended.

ARTICLE III

Stockholders

1.  Annual Meeting:  The annual meeting of stockholders shall be held on December 1 in each year if not a legal holiday, and if a legal holiday, the next succeeding full business day, or at such other date and time as shall be designated from time to time by the Board of Directors or the President.  Each annual meeting shall be held for the purpose of electing Directors of the corporation and for such other purposes and for the transaction of such other business as may properly be brought before the meeting.

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If the election of Directors of the corporation shall not be held on the day designated in accordance with the foregoing, the Board of Directors shall cause such election to be held as soon thereafter as convenient.  A special meeting of the stockholders of the corporation shall be held for such election and for such other purposes and for the transaction of such other business as might have been held or transacted at such annual meeting.  Any election held, or any business transacted at such special meeting, shall have the same force and effect as if held or transacted at the annual meeting.

2.  Special Meetings:  Unless otherwise required by law or the Certificate of Incorporation, a special meeting of the stockholders may be called for any purpose or purposes by the Directors or by the President.  Upon written request of one or more stockholders who own at least ten percent (10%) of the capital stock issued and outstanding and entitled to vote at the meeting, a special meeting shall be called by the Secretary, or in the case of the death, absence, incapacity or refusal to act of the Secretary, by any other officer.  Such request shall state the purpose or purposes of the proposed meeting.

3.  Place of Meeting:  All meetings of the stockholders, annual or special, shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors or the officer calling the meeting or if not so designated, at the registered office of the corporation.

4.  Notice of Meetings:  Except as otherwise provided by law, a written notice of every meeting of stockholders, annual or special, stating the place, date and hour thereof, and, in the case of special meetings, the purpose or purposes for which the meeting is to be held, shall be given by the person or persons calling the meeting or by any officer of the corporation acting at his or their direction not less than ten (10) nor more than sixty (60) days before the meeting to each stockholder, who by law, by the Certificate of Incorporation or by these By-Laws, is entitled to vote at or notice of such meeting.  Such notice shall be given either personally, by leaving it with him or at his residence or place of business, or by telephone, telecopy or electronic mail or other equivalent electronic media.  If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.  No notice of any adjourned meeting shall be required if (a) the time and place thereof are announced at the meeting at which the adjournment is taken, (b) the adjournment is for less than thirty (30) days, and (c) no new record date is fixed for the adjourned meeting.

5.  Waivers of Notice:  Whenever notice is required to be given to any stockholder by law, the Certificate of Incorporation or these By-Laws, a written waiver thereof, signed by the stockholder entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the

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express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

6.  Voting List:  The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or town where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

7.  Quorum:  Except as may be otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws, the holders of a majority of all stock issued and outstanding and entitled to vote at a meeting (or if there shall be more than one (1) class or series of stock issued and outstanding and entitled to vote separately at such meeting, and a separate vote by class or series shall be required by law, by the Certificate of Incorporation or by these By-Laws, then a majority of each such class or series) present in person or represented by proxy, shall constitute a quorum. The holders of a majority in interest of all stock issued and outstanding, entitled to vote and present in person or represented by proxy at any meeting of stockholders, including any adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place.  At any adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called, provided a quorum shall be in attendance at such adjourned meeting.

8.  Voting and Proxies:  Unless otherwise provided by the Certificate of Incorporation, each stockholder shall have one (1) vote for each share of stock and a proportionate vote for each fractional share of stock entitled to vote, held by him of record according to the records of the corporation.  Stockholders may vote either in person or by written proxy dated not more than three (3) years before such vote, unless the proxy provides for a longer period.  A proxy with respect to stock held in the name of two (2) or more persons shall be valid if executed by one (1) of them unless at or prior to the exercise of the proxy, the corporation receives a specific written notice to the contrary from any one (1) of them.  A proxy purporting to have been executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise.  All elections of Directors shall be by written ballot unless otherwise provided in the Certificate of Incorporation.

9.  Required Vote:  If a quorum is present, then, except as otherwise required by law, the Certificate of Incorporation or these By-Laws, the holders of a majority of the stock

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present in person or represented by proxy at the meeting and entitled to vote shall decide any such election or other matter to be voted upon by the stockholders.

10.  Action Without Meeting:  Unless otherwise required in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

11.  Record Date:  For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Directors may fix, in advance, a date as the record date for any such determination of stockholders.  Such date shall not be more than sixty or less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  If no such record date is fixed:

11.1         The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

11.2         The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Directors is necessary, shall be the day on which the first written consent is expressed;

11.3         The record date for determining stockholders for any purpose other than those specified in Sections 11.1 and 11.2 shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

When a determination of stockholders entitled to notice of or to vote at any meeting of stockholders has been made as provided in this Section 11 such determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting.

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ARTICLE IV

Directors

1.  Powers:  The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, which may exercise all the powers of the corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

2.  Number; Qualification; Term of Office:  The Board of Directors shall consist of one or more members. The total number of Directors shall be fixed initially by the incorporators and may thereafter be changed from time to time by action of the stockholders or the Directors.  Directors need not be stockholders.  Each Director shall hold office until his successor is elected and qualified, or until his earlier death, resignation or removal.

3.  Election of Directors:  The Board of Directors shall be elected at the annual meeting, or in lieu thereof at any special meeting, of stockholders in the manner prescribed by law, by the Certificate of Incorporation and by these By-Laws.

4.  Newly Created Directorships and Vacancies:  Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, or by the stockholders by a majority of the stock present or represented by proxy at a special meeting of stockholders called for that purpose.  A Director elected to fill a vacancy shall be elected to hold office until his successor is elected and qualified, or until his earlier death, resignation or removal.  If there are no Directors in office, then an election of Directors may be held in the manner provided by law.  In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise required by law or these By-Laws, may exercise the power of the full Board of Directors until the vacancy is filled.

5.  Resignations and Removal of Directors:  Any Director may resign at any time by written notice to the Corporation.  Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.  Any Director may be removed from office with or without cause by the stockholders upon the vote of the holders of a majority of stock then issued and outstanding and entitled to vote thereon or in such manner as may be provided in the Certificate of Incorporation.

6.  Regular Meetings:  Regular meetings of the Board of Directors may be held without notice at such times and places as the Directors may determine from time to time; provided that any Director who is absent when such a determination is made shall be given prompt notice of such determination.  The first meeting of the Board of Directors

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following the annual meeting of the stockholders may be held without notice immediately after and at the same place as the annual meeting of the stockholders or the special meeting held in lieu thereof.

7.  Special Meetings and Notice:  Special meetings of the Board of Directors may be called at any time by the President, Treasurer or by any Director.  Notice of a special meeting shall be given by the Secretary, an Assistant Secretary or the person calling the meeting to each Director in person or by telephone, telecopy or electronic mail, or other equivalent electronic media sent to his last known business or home address, at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to his business or home address, at least forty-eight (48) hours in advance of the meeting.  Notice of a meeting need not be given to any Director, if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him.  Any notice given hereunder shall state the place, date and hour of the meeting, but need not specify the purposes of the meeting except that if an amendment to these By-Laws or any matter referred to in Article VII or Paragraphs 5 and 6 of Article VIII of these By-Laws shall be a purpose of the meeting, the same shall be so stated in the notice.

8.  Quorum; Voting and Adjournments:  Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, a majority of the total number of Directors then in office shall constitute a quorum at any meeting of the Directors, and the act of a majority of the Directors present at a meeting at which a quorum shall be present shall be the act of the Board of Directors.  Any meeting of Directors may be adjourned to any other time and place as a majority of those Directors present at such meeting and voting shall determine whether or not a quorum of Directors shall be present.

9.  Action Without Meeting:  Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting, if a written consent thereto is signed by all the Directors then in office and such written consent is filed with the records of the meetings of the Directors.  Such consent shall be treated as a vote for all purposes.

10.  Telephonic Meetings:  Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors or of any committee thereof may participate in a meeting of the Board of Directors or of any committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

11.  Committees:  The Board of Directors may, in its discretion, by resolution passed by a majority of the whole Board, designate one (1) or more committees, each committee to consist of one (1) or more of the Directors of the corporation and which shall have and may exercise, except as may be otherwise limited by law, such powers and authority, including those possessed by the Board of Directors itself, as shall be conferred or

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authorized by the resolutions appointing it.  The Board of Directors shall have the power at any time to discharge, change the membership of, fill vacancies in, or designate one or more directors as alternate members of any such committee.  Written minutes of all proceedings of any such committee shall be kept and made available to each Director, at his request.  Except as the Board of Directors may otherwise determine, a majority of the Directors then constituting the membership of any such committee shall constitute a quorum for the transaction of business, except that when a committee shall have only one (1) Director, then one (1) Director shall constitute a quorum.  When a quorum is present at any meeting of any such committee, a majority of those present and voting shall be requisite and sufficient to effect any action, or to decide any question or measure presented to the meeting, unless a larger vote shall be required by law or by other provisions of these By-Laws or by the Board of Directors.

Notice shall be provided to each committee member in accordance with Section 7 of this Article, as if such committee meeting were a special meeting of the Directors.

In the event of the absence or disqualification of any member of any committee designated by the Board of Directors, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

ARTICLE V

Officers

1.  Officers:  The officers of the corporation shall be elected by the Board of Directors and shall consist of a President, a Treasurer, a Secretary and such other officers, including without limitation a Chairman of the Board of Directors and one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Directors may from time to time determine.  Such other officers shall have such duties and powers as shall be designated from time to time by the Board of Directors or the chief executive officer, and they shall be responsible to and shall report to the chief executive officer or to such other officer as the chief executive officer or the Board of Directors shall designate.  If authorized by resolution of the Board of Directors, the chief executive officer may be empowered to appoint from time to time Assistant Secretaries and Assistant Treasurers.  Any number of offices may be held by the same person, unless the Certificate of Incorporation or these By-Laws otherwise provide.

2.  Tenure:  Each officer of the Corporation shall hold office until his successor is elected and qualified, unless a different term is specified in the vote electing or appointing him, or until his earlier death, resignation or removal.

3.  Removal:  The Directors may remove any officer elected or appointed by them with or without cause upon the vote of the Directors then in office.

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4.  Resignation:  Any officer may resign at any time by delivering his written resignation to the Corporation at its principal office or to the chief executive officer or Secretary.  Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5.  Vacancies:  Vacancies in any office may be filled by the Directors.

6.  Certain Duties and Powers:  The officers designated below, subject at all times to modification by and to the direction and control of the Directors, shall have and may exercise the respective duties and powers set forth below:

A.            The Chairman of the Board of Directors:  The Chairman of the Board of Directors, if there be one, shall, when present, preside at all meetings of the Directors.

B.            President:  The President shall be the chief executive officer of the corporation and shall have general supervision and control of its business.  Unless otherwise provided by the Directors, he shall preside, when present, at all meetings of stockholders, and, if a director, at all meetings of Directors unless there be a Chairman of the Board of Directors who is present at the meeting.

C.            Treasurer:  The Treasurer shall be the chief financial officer of the corporation and shall have general charge of the financial affairs of the corporation and shall keep or cause to be kept accurate books of account. He shall have custody of all funds, securities and valuable documents of the corporation.

D.            Secretary:  The Secretary shall keep a true record of the proceedings of all meetings of the stockholders and Directors of the corporation.  In the absence of the Secretary from any such meeting, an Assistant Secretary, if there be one, otherwise a temporary Secretary shall be chosen by the person presiding at the meeting, and he shall so record the proceedings thereof.  Unless a transfer agent is appointed, the Secretary shall also keep or cause to be kept the stock transfer books of the corporation.

In addition, except as otherwise required by law, these By-Laws or the Certificate of Incorporation, and subject to modification by and to the direction and control of the Board of Directors, each officer shall have in addition to the above duties and powers, such duties and powers as are customarily incident to his office.

ARTICLE VI

Capital Stock

1.  Certificates of Stock:  Unless the Directors provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock shall be uncertificated shares, the shares of the corporation shall be represented by certificates.  Any such

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resolution shall not apply to shares represented by a certificate unless such certificate is surrendered to the corporation.  Notwithstanding the adoption of such a resolution by the Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to one or more certificates signed by the Chairman or Vice-Chairman of the Board of Directors or by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary representing the number of shares registered in certificate form.  Any or all the signatures on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect, as if he were such officer, transfer agent or registrar at the date of issue.

2.  Legends:  Every certificate issued for shares of stock at a time when such shares are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these By-Laws or any agreement among any stockholders or among any such stockholders and the corporation shall have the restriction noted conspicuously on the certificate and shall also set forth on the face or back of the certificate either (i) the full text of the restriction or (ii) a statement of the existence of such restriction and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

Every certificate issued for shares of stock at a time when the corporation is authorized to issue more than one class or series of stock shall set forth on the face or back of the certificate either (i) the full text or a summary of the powers, designations, preferences, and relative, participating, optional or other special rights of the shares of each class and series, if any, authorized to be issued, or (ii) a statement of the existence of such powers, designations, preferences and relative, participating, optional or other special rights and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

In the event the Directors have authorized uncertificated stock, within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owners thereof a written notice containing the information required to be set forth or stated on certificates pursuant to law and these By-Laws, or with respect to uncertificated stock issued at a time when the corporation is authorized to issue more than one class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

3.  Transfers:  The Directors may appoint a transfer agent and a registrar of transfers or either and require all stock certificates to bear their signatures.  Transfers of shares of capital stock of the corporation shall be made only on the books of the corporation by the registered holder thereof or by his duly authorized attorney appointed by a power of

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attorney duly executed and filed with the Secretary of the corporation or a transfer agent, and on surrender of the certificate or certificates for such shares properly endorsed.  The Directors may make such additional rules and regulations not inconsistent with law, with the Certificate of Incorporation or with these By-Laws as it deems expedient relative to the issue, transfer and registration of stock certificates.

4.  Pledges:  Transferees of stock of the corporation transferred as collateral security shall be entitled to a new certificate therefor if the instrument of transfer substantially describes the debt or duty which is intended to be secured thereby.  Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer and on the face of any new certificate issued therefor if, when the certificates are presented to the corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and the transferee request the corporation to do so.

5.  Replacement of Certificates:  In case of the alleged loss, destruction or mutilation of a certificate of stock issued by the corporation, a duplicate certificate may be issued in place thereof, upon such terms as the Directors may prescribe.

ARTICLE VII

Indemnification

1.  Indemnification of Officers and Directors:  The Corporation shall 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, by reason of the fact that he is or was a director or an officer of the Corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect.  Such rights of indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled apart from the foregoing provisions.  The foregoing provisions of this Article VII, Paragraph 1, shall be deemed to be a contract between the Corporation and each director and officer who serves in such capacity at any time while this Article VII and the relevant provisions of the General Corporation Law and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding thereto or thereafter brought or threatened based in whole or in part upon any such state of facts.

2.  Indemnification of Other Persons:  The 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 by reason of the fact that he is or was an employee or agent of the

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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 such action, suit or proceeding to the extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect.  Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions.

3.  Miscellaneous:  Notwithstanding anything contained in and without limiting the generality of the foregoing provisions:

A.            The extent of the rights of indemnification, as hereinabove set forth, shall include, without limitation, all liabilities, costs and expenses of defending, compromising or settling any action, suit or other proceeding, and the satisfaction of any judgment or decree entered or rendered therein, including the payment of fines or penalties imposed in criminal actions or proceedings.

B.            The termination of any action, suit or proceeding, civil or criminal, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of guilty or nolo contendere, or its equivalent, shall not create a presumption that the person did not meet the standard of conduct required under the General Corporation Law, or any other applicable law, in order to be entitled to indemnification as hereinabove provided.

C.            Expenses incurred by any person who may have a right of indemnification under this By-Law in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding to the extent permitted by the General Corporation Law, and any other applicable law, as from time to time in effect, when approved by the Board of Directors.

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ARTICLE VIII

Miscellaneous Provisions

1.  Fiscal Year:  The fiscal year of the Corporation shall be determined, and may be changed, by the Board of Directors.

2.  Seal:  The seal of the corporation shall, subject to alteration by the Directors, bear its name, the word “Delaware,” and the year of its incorporation.

3.  Execution of Instruments:  Except as otherwise authorized by the Board of Directors, all deeds, mortgages, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations authorized to be executed by an officer of the corporation in its behalf shall be signed by the Chairman of the Board, the President, any Vice President or the Treasurer except as the Directors may generally or in particular cases otherwise determine.

4.  Voting of Securities:  Except as the Directors may otherwise designate, the Chairman or the President may waive notice of, and act, or appoint any other person or persons to waive notice of or act, as proxy or attorney in fact for this corporation (with or without power of substitution) at any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this corporation; and may as such proxy or attorney for this corporation (with or without power of substitution), consent to, and sign in writing, any action in lieu of any such meeting.

5.  Amendments:  These By-Laws may be altered, amended or repealed by the stockholders or, if so authorized by the Certificate of Incorporation, by the Directors, at any meeting of the stockholders or of the Directors; provided, however, that notice of the substance of any such alteration, amendment or repeal be contained in the notice of such meeting.

6.  Ratification:  Any transaction may be ratified by the Board of Directors or by the stockholders; and if so ratified, shall have the same force and effect as if the questioned transaction had been originally duly authorized, and said ratification shall be binding upon the corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

7.  Reliance on Records:  Each officer, Director or member of any committee designated by the Board of Directors in the manner hereinbefore provided shall in the performance of his duties be fully protected in relying in good faith upon the books of account or reports made to the corporation by any of its officials, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any committee, or in relying in good faith upon other records of the corporation.

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EX-3.15

Exhibit 3.15

CERTIFICATE OF FORMATION

OF

NATIONAL MENTOR HEALTHCARE, LLC

This Certificate of Formation of National Mentor Healthcare, LLC (the “LLC”) is being duly executed and filed by Eleanor M. Coleman, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.Code Ann. §18-101, et seq.)

FIRST.  The name of the limited liability company formed hereby is:

National Mentor Healthcare, LLC

SECOND.  The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

THIRD.  The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned, an authorized person of the LLC, has caused this Certificate of Formation to be duly executed as of the 22^nd day of October, 2004.

/s/ Eleanor M. Coleman

Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:20 PM 10/22/2004

FILED 03:20 PM 10/22/2004

SRV 040764729 - 3871375 FILE

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A FOREIGN CORPORATION TO A

LIMITED LIABILITY COMPANY PURSUANT TO

SECTION 18-214 OF THE LIMITED LIABILITY

COMPANY ACT

1.)            The jurisdiction where the Corporation first formed is Massachusetts.

2.)            The jurisdiction immediately prior to filing this Certificate is Massachusetts.

3.)            The date the Foreign Corporation first formed December 2, 1985.

4.)            The name of the Foreign Corporation immediately prior to filing this Certificate is National Mentor Healthcare, Inc..

5.)            The name of the Limited Liability Company as set forth in the Certificate of Formation is National Mentor Healthcare, LLC.

By:	/s/ Gregory Torres
	Authorized Person
Name:	Gregory Torres, Manager
	Print or Type

EX-3.16

Exhibit 3.16

NATIONAL MENTOR HEALTHCARE, LLC

LIMITED LIABILITY COMPANY AGREEMENT

This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of October, 2004 by and among NATIONAL MENTOR, LLC, a Delaware limited liability company, GREGORY TORRES, ELIZABETH HOPPER, DONALD MONACK, JOHN GILLESPIE and EDWARD MURPHY (individually, a “Manager,” and collectively, the “Managers”), and NATIONAL MENTOR HEALTHCARE, LLC, a Delaware limited liability company (the “Company”).

RECITALS

A.WHEREAS, the Certificate of Formation of the Company was filed on October 22, 2004, in the Office of the Secretary of State for the State of Delaware;

B.WHEREAS, on the date hereof, National Mentor, LLC is the sole member (hereinafter referred to as the “Sole Member”) of the Company;

C.WHEREAS, the Sole Member, the Managers and the Company desire to enter into this Agreement; and

D.WHEREAS, in entering into this Agreement, the Company, the Managers and the Sole Member wish to make a full statement of their agreement in respect to the Company in order that, except to the extent the Agreement expressly incorporates by reference provisions of the Act, the Code or the Treasury Regulations (as each is defined below) or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different from, the provisions of the Act or any other law or rule.

THEREFORE, for good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Sole Member, the Managers and the Company agree as follows:

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ARTICLE I

DEFINITIONS

Unless otherwise expressly provided herein, the following terms used in this Limited Liability Company Agreement shall have the following meanings:

(a)“Act” shall mean the Delaware Limited Liability Company Act at Del. Code Ann. Tit. 6, §§18-101 et seq., as it may be amended from time to time.

(b)“Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by, or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, manager, member, or general partner of such Person, or (iv) any Person who is an officer, director, manager, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i) through (iii) of this sentence.  For purposes of this definition, the term “controls,” “is controlled by” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(c)“Capital Cash Flow” shall mean, for purposes of this Agreement and for a given period of time, the net proceeds received by the Company from Company borrowings and the net proceeds of the sale or other disposition of assets of the Company, in each instance less reasonable reserves required in the sole discretion of the Member.

(d)“Capital Contribution” shall mean any contribution to the capital of the Company in cash or other property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

(e)“Certificate” shall mean the Certificate of Formation filed with the Secretary of State of the State of Delaware on the date of this Agreement (as the same may be amended or restated from time to time hereafter).

(f)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provisions of succeeding law.

(g)“Company” shall mean National Mentor Healthcare, LLC, a Delaware limited liability company.

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(h)“Entity” shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

(i)“Manager” shall refer individually to each Person named as a Manager in this Agreement and to any other Person who becomes a Manager as permitted by this Agreement.  “Managers” shall refer collectively to the Persons named as Managers in this Agreement and to any other Persons who become Managers as permitted by this Agreement.

(j)“Member” shall mean the Sole Member or its permitted successors and assigns hereunder.

(k)“Operating Cash Flow” shall mean, for purposes of this Agreement and for a given period of time, all cash received by the Company from any source (but excluding net proceeds from borrowings of the Company and the net proceeds from the sale or other disposition of assets of the Company) less cash expended for the debts and expenses of the Company, principal and interest payments on any indebtedness of the Company, capital expenditures and, in each instance, reasonable reserves required in the sole discretion of the Member.

(l)“Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such Person where the context so permits.

(m)“Treasury Regulations” shall include proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

ARTICLE II

FORMATION OF COMPANY

2.1Formation.  The Company was formed effective as of the date hereof, in accordance with and pursuant to the Act.  The parties hereto do hereby confirm their intent and agreement that the Company shall be governed by the terms of this Agreement.

2.2Name.  The name of the Company is National Mentor Healthcare, LLC, provided that the Managers may elect to transact business in other names in those

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jurisdictions where they deem it necessary for purposes of complying with the requirements of local law.

2.3Principal Place of Business.  The principal place of business of the Company shall be 313 Congress Street, Boston, Massachusetts 02210.  The Company may relocate its principal place of business to any other place or places as the Managers may from time to time deem advisable.  Additional offices may be maintained and acts done at any other place appropriate for accomplishing the purposes of the Company, all as determined by the Managers.

2.4Registered Office and Registered Agent.  The Company’s initial registered office shall be at the office of its registered agent at 1209 Orange Street, Wilmington, Delaware 19801, and the name of its initial registered agent at such address shall be The Corporation Trust Company.  The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Delaware Secretary of State pursuant to the Act.

2.5Term.  The term of the Company shall be perpetual, unless sooner terminated in accordance with the provisions of this Agreement.

ARTICLE III

BUSINESS OF COMPANY

The Company has been formed, and its purposes are, either directly or indirectly through one or more other limited liability companies or other Entities, to provide human and health services.  The Company shall have the power to do all acts and things necessary or useful in connection with the foregoing.  It is the intention of the Sole Member that the Company be a disregarded entity for federal income tax purposes under Section 7701 of the Code and the regulations promulgated pursuant thereto.

ARTICLE IV

RIGHTS AND DUTIES OF THE MANAGERS

4.1Management.

(a)All management of the Company shall be vested in the Managers.  The affirmative consent (regardless of whether written, oral, or by course of conduct) of a majority of the Managers shall constitute the consent of all of the Managers for

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purposes of any provision of this Agreement or the Act.  All decisions concerning the business affairs of the Company shall be made solely by a majority of the Managers.  A Manager shall have the same authority to act for such Company as a director of a Delaware corporation would have to act for the Delaware corporation and may be referred to as a director.

(b)Each Manager, acting alone, has the power to bind the Company as provided in this Article.  The act of any Manager, regardless of whether such action is for the purpose of apparently carrying on in the usual way the business or affairs of the Company, shall bind the Company and no person dealing with the Company shall have any obligation to inquire into the power or authority of any Manager acting on behalf of the Company.

(c)The Managers hereby appoint the following agents of the Company:

President and CEO	Gregory Torres
Vice President	John Gillespie
Vice President	Denis Holler
Vice President	Elizabeth Hopper
Vice President	Robert Longo
Vice President	Donald Monack
Vice President	Bruce Nardella
Vice President	Christina Pak
Vice President	David Petersen
Treasurer	Donald Monack
Assistant Treasurer	John Gillespie
Secretary	Elizabeth Hopper
Assistant Secretary	Denis Holler
Assistant Secretary	Christina Pak

Such agents and/or other agents of the Company may be terminated and/or appointed at any time by the Managers, and the Managers may specify the duties delegated to any agent(s) from time to time.  Agents so appointed may be referred to as officers of the Company.  The Managers hereby delegate to each appointed agent the same authority to act for such Company as a corresponding officer of a Delaware corporation would have to act for the Delaware corporation; provided, however, that no such delegation by the Managers shall cause the Managers to cease to be Managers of the Company within the meaning of the Act or this Agreement, or restrict the ability of the Managers to exercise the powers so delegated.

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(d)Any document or instrument in writing executed on behalf of the Company by any Manager or by any officer of the Company shall be deemed to have been approved by the Managers and shall be binding upon and enforceable against the Company.

(e)Any Person dealing with the Company or any Manager may rely on a certificate signed by any Manager:

(i)as to the existence or nonexistence of any fact or facts which constitute conditions precedent to acts by a Manager or are in any other manner germane to the affairs of the Company;

(ii)as to who is authorized to execute and deliver any instrument or document on behalf of the Company, and as to whether any approval, consent or other action is necessary under this Agreement and/or as to whether any such action or consent has been obtained;

(iii)as to the authenticity of any copy of the Certificate, and as to the status of this Agreement and amendments hereto; or

(iv)as to any act or failure to act by the Company or as to any other matter whatsoever involving the Company, the Managers or any Member.

(f)The Member shall have the right at any time and from time to time, with or without cause, to terminate and/or replace any Manager and/or add new Managers, all in its sole discretion.  The Member may also terminate all the Managers, and in such event the Member shall exercise all the duties of the Managers.

4.2Compensation of the Managers and Members.  The Managers shall be entitled to reimbursement from the Company for all reasonable out-of-pocket third-party expenses incurred by the Managers in managing and conducting the business and affairs of the Company.  Except as may be expressly provided for herein, or as may be hereafter approved by the Managers in the reasonable exercise of their discretion, no payment shall be made by the Company to any Member for such Member’s services to the Company.

4.3Contracts with Affiliated Persons.  The Company may enter into one or more agreements, leases, loans or other arrangements for the furnishing to or by the Company of funds, goods, services or space with any Affiliate of any Member, Manager or officer of the Company, provided the Managers approve such agreement or arrangement in the reasonable exercise of their discretion.

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4.4Other Business of Members, Managers and Officers.  The Managers, Members and officers of the Company, and their respective Affiliates, may engage independently or with others in other business ventures of every nature and description, including hotels and other residential property, whether or not competitive with any aspect of the business of the Company.  Neither the Company, nor any Member, Manager or officer of the Company, shall have any right by virtue of this Agreement or the relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom.

4.5.Duty of Care.  The Managers’ and officers’ duty of care in the discharge of their duties to the Company is limited to refraining from engaging in intentional misconduct.  In discharging such duties, the Managers and officers shall be fully protected in relying in good faith upon the records required to be maintained under Article X hereof and upon such information, opinions, reports or statements by any of their agents, or by any other Person, as to matters the Managers and officers reasonably believe are within such other Person’s professional or expert competence and who have been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid.

4.6Indemnification.  The Managers, and their respective principals, officers and directors, if any, and the officers of the Company, shall have no liability to the Company or to any Member for any loss suffered by the Company which arises out of any action or inaction of any Manager or such principals, officers or directors, if such Manager or such principals, officers or directors, in good faith, determined that such course of conduct was in the best interest of the Company and such course of conduct (whether commission or omission) did not constitute gross negligence or willful misconduct of such Manager or such principals, officers or directors.  The Managers and such principals, officers and directors shall be indemnified by the Company against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Company, provided that the same were not the result of gross negligence or willful misconduct on the part of the Managers or such principals, officers or directors.  No Manager or officer of the Company shall be responsible for the gross negligence or other misconduct of any other Manager or officer, and each Manager and officer shall be responsible for only his or her own gross negligence or other willful misconduct.

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ARTICLE V

RIGHTS AND OBLIGATIONS OF MEMBER

5.1Limitation of Liability.  The Member’s liability shall be limited as set forth in this Agreement, the Act and other applicable law.

5.2Liability of the Member to the Company.  A Member who receives the return in whole or in part of its contribution is liable to the Company only to the extent, if any, provided by the Act.

ARTICLE VI

CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS

6.1Member’s Capital in the Company.

(a)The Member shall contribute to the Company as its Capital Contribution the amount determined by the Member in its sole discretion to be necessary or convenient for carrying on the business and activities of the Company.  No interest shall accrue on any Capital Contribution, and the Member shall not have the right to withdraw or be repaid any Capital Contribution except as specifically provided in Section 6.2 and Section 9.2 of this Agreement.  Notwithstanding the foregoing, the Member shall not be required to make any Capital Contribution.

(b)Anything in this Agreement to the contrary notwithstanding, no Member shall have any personal liability for liabilities or obligations of the Company, except to the extent of its Capital Contributions made to the Company as aforesaid, and, no Member shall be required to make any further or additional contributions to the capital of the Company or to lend or advance funds to the Company for any purpose.

(c)The obligation, if any, of a Member to contribute to the capital of the Company is solely and exclusively for the benefit of the Company and the Member, and is not intended to confer rights on any third party (under Section 18-502(b) of the Act or otherwise).  Without limiting the generality of the foregoing, no creditor of the Company shall be deemed a third party beneficiary of any obligation of any Member to contribute capital or make advances to the Company.

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6.2Distributions of Operating and Capital Cash Flow.

(a)Subject to Section 6.2(c) below, distributions of Operating Cash Flow shall be made at such time or times as the Managers shall determine.

(b)Subject to Section 6.2(c) below, distributions of Capital Cash Flow shall be made at such time or times as the Managers shall determine.

(c)No distribution shall be made unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE VII

TRANSFERABILITY

(a)The Member’s interest in the Company shall be transferable in whole or in part (other than to creditors or spouses as provided below) without consent of any other Person, and the assignee shall be admitted as a Member with all the rights of the Member who assigned its interest.  However, no part of the interest of the Member shall be subject to the claims of any creditor or to legal process.  No transfer (whether voluntary or involuntary) shall effect a dissolution of the Company.  The Member shall be permitted to retire, resign or withdraw from the Company at any time.  No event of bankruptcy described in Section 18-304 of the Act shall cause the Member to cease to be a Member.

(b)No Manager shall have the right to sell, assign, transfer, pledge or otherwise encumber its rights or obligations under this Agreement.  Any Manager shall, however, be permitted to retire, resign or withdraw from the Company at any time.  Successor or additional Managers may be appointed by the Member at any time and from time to time.

ARTICLE VIII

ADDITIONAL MEMBERS

Any Person acceptable to the Member may become a Member in this Company subject to the conditions imposed by the Member.  At or about the time a new Member is admitted, this Agreement shall be amended as necessary or proper to reflect a change from a single-member limited liability company to a multiple-member limited liability company.

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ARTICLE IX

DISSOLUTION AND TERMINATION

9.1Dissolution.  The Company shall be dissolved and its affairs wound up only upon (a) the retirement, resignation or withdrawal of the only remaining Member of the Company (other than in connection with a transfer of its interest in the Company under Article VII), or (b) the determination of the Member that the Company dissolve.  Upon the happening of any event of dissolution specified in Section 18-801(a) of the Act the Company shall not dissolve if the Member demonstrates an intent to continue the business of the Company at any time prior to the filing of a Certificate of Cancellation for the Company with the State of Delaware or the liquidation and distribution of the Company’s assets pursuant to Section 9.2 below.

9.2Winding Up.  Liquidation and Distribution of Assets.

(a)Upon dissolution, the Managers shall proceed to wind up the affairs of the Company and distribute the assets of the Company as the Managers see fit, subject to the Act.  Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.

(b)Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if the Member has a deficit capital account (after giving effect to all contributions, distributions, allocations and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of the Member’s capital account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose whatsoever.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1Books of Account and Records.  Proper and complete records and books of account shall be kept or shall be caused to be kept by the Managers or such representatives as they may appoint in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in such detail and completeness as is customary and usual for businesses of the type engaged in by the Company.  The books and records shall at all times be maintained at the principal executive office of the Company.

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10.2Application of Delaware Law.  This Agreement, and the application and interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Act.

10.3Amendments.  This Agreement may not be amended except by the written agreement of both the Company and the Member; provided, however, no such amendment shall affect the rights or obligations of the Managers under this Agreement unless all of the Managers consent thereto or join in such amendment.

10.4Severability.  If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

10.5Heirs, Successors and Assigns.  Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

10.6Creditors.  None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or of the Member or by any other Person.

10.7Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(Signatures on Following Page)

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IN WITNESS WHEREOF, the undersigned have signed and sworn to this Agreement as of the date first above written.

MANAGERS:	COMPANY:
/s/ Gregory Torres	NATIONAL MENTOR HEALTHCARE,
Gregory Torres	LLC
/s/ Elizabeth Hopper	By:	/s/ Gregory Torres
Elizabeth Hopper		Gregory Torres, Manager
/s/ Donald Monack	By:	/s/ Elizabeth Hopper
Donald Monack		Elizabeth Hopper, Manager
/s/ John Gillespie	By:	/s/ Donald Monack
John Gillespie		Donald Monack, Manager
/s/ Edward Murphy	By:	/s/ John Gillespie
Edward Murphy		John Gillespie, Manager
	By:	/s/ Edward Murphy
		Edward Murphy, Manager
	MEMBER:
	NATIONAL MENTOR, LLC
	By:		Mentor Business Trust,
			its Member
	By:		/s/ John Gillespie
			Name:	John Gillespie, President &
			Trustee

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EX-3.17

Exhibit 3.17

CERTIFICATE OF FORMATION

OF

MENTOR - CBS ACQUISITION, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is Mentor - CBS Acquisition, LLC.

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

Executed on November 26, 1997.

	/s/ Michelle H. Ancosky
Michelle H. Ancosky, Authorized Person

Certificate of Amendment to Certificate of Formation

of

Mentor - CBS Acquisition, LLC

It is hereby certified that:

1.The name of the limited liability company (hereinafter called the “limited liability company”) is Mentor – CBS Acquisition, LLC.

2.The certificate of formation of the limited liability company is hereby amended by striking out Article 1. thereof and by substituting in lieu of said Article the following new Article:

“1.The name of the limited liability company (hereinafter called the “limited liability company”) is Carolina Behavioral Services, LLC.”

Executed on the 26th day of January, 1998.

	/s/ Michelle Ancosky
Michelle Ancosky, Authorized Person

CERTIFICATE OF AMENDMENT

OF

CAROLINA BEHAVIORAL SERVICES, LLC

1. The name of the limited liability company is Carolina Behavioral Services, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The address of the registered office of the LLC in the State of Delaware is changed to c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

The name and address of the registered agent for service of process on the LLC in the State of Delaware is changed to The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Carolina Behavioral Services, LLC on this 16^th day of May, 2002.

/s/ Christina Pak

Christina Pak, Authorized Agent

EX-3.18

Exhibit 3.18

LIMITED LIABILITY COMPANY AGREEMENT

OF

MENTOR - CBS ACQUISITION, LLC

(a Delaware Limited Liability Company)

This Limited Liability Company Agreement (this “Agreement”) of Mentor - CBS Acquisition, LLC is made as of November 25, 1997, pursuant to Section 18-201(d) of the Act, by National Mentor Healthcare, Inc., a Massachusetts corporation, as the member of the Company (the “Member”, and together with any additional members admitted to the Company in accordance with Section 20 of this Agreement, the “Members”). The Member shall be admitted as a member of the Company as of November 25, 1997.

WITNESSETH:

WHEREAS, the Member, being the sole member of Mentor - CBS Acquisition, LLC, a Delaware limited liability company (the “Company”), caused the formation of the Company by the “Organizer” (as hereinafter defined) effective November 25, 1997 as a member-managed limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Act”) to conduct certain business as a limited liability company; and

WHEREAS, the Member, by execution of this Agreement, hereby desires to set forth in this Agreement all of the terms and conditions of its agreement and understanding with respect to the Company.

NOW THEREFORE, the Member, intending to be legally bound, does hereby agree as follows:

1.Name. The name of the limited liability company formed hereby is Mentor - CBS Acquisition, LLC (the “Company”).

2.Certificates. The Certificate of Formation of the Company (the “Certificate”) as filed with the Secretary of State of the State of Delaware on November 25, 1997 by Michelle H. Ancosky, as an “authorized person” within the meaning of the Act, (the “Organizer”) is hereby adopted and ratified and is attached hereto as Exhibit A. The Member may execute, deliver and file any amendments and/or restatements of the Certificate and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business (“Foreign Jurisdiction”).

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3.Purpose.

(a) The primary purpose of the Company shall be to provide inpatient, outpatient, in-home, in-school and other related behavioral healthcare services in any jurisdiction as it sees fit.

(b) Notwithstanding the foregoing, the Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of, without limitation, this Agreement, the Company shall have the power and is hereby authorized to:

(a) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(b) act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any individual, partnership, corporation, association, trust, limited liability company, joint venture, unincorporated organization and any government, governmental department or agency or political subdivision thereof (“Person”) and to exercise all of the powers, duties, rights and responsibilities associated therewith;

(c) take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

(d) operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

(e) borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

(f) invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

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(g) prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

(h) enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any Person affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

(i) employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

(j) enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other Persons in furtherance of the purposes of the Company; and

(k) do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5.Principal Business Office. The principal business office of the Company shall be located at 3414 Peachtree Road, N.E., Suite 1400, Atlanta, Georgia 30326, or at such other location as may hereafter be determined by the Member.

6.Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware 19805.

7.Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware 19805.

8.Member. The name and the mailing address of the Member is as follows:

Name	Address
National Mentor Healthcare, Inc.	313 Congress Street
	Boston MA 02210

The amount contributed to the capital of the Company by the Member pursuant to Section 10 shall be entered next to the Member’s name on Schedule A attached hereto. Any amendment or revision to Schedule A shall not be deemed an Amendment to this Agreement. Any reference in this Agreement to Schedule A shall be deemed to be a reference to Schedule A as amended and in effect from time to time.

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9.Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

10.Initial Capital Contributions. Promptly following the execution and delivery of this Agreement, the Member shall contribute to the Company cash in the amount specified in Schedule A attached hereto and incorporated herein.

11.Additional Contributions. The Member is not required to make any additional capital contribution to the Company, except upon the written consent of the Member. The provisions of this Agreement, including this Section 11, are intended solely to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company other than the Member, and no such creditor of the Company, other than the Member, shall be a third-party beneficiary of this Agreement, and the Member shall not have any duty or obligation to any creditor of the Company to issue any call for capital pursuant to this Section 11.

12.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

13.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company, and the Member on behalf of the Company, shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14.Management and Delegation of Authority.

(a) In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. Except as otherwise expressly provided herein, whenever this Agreement requires or permits actions to be taken by the Members, the decision by Members owning more than fifty percent (50%) of the then current percentage of the Members in the profits of the Company owned by all of the Members shall control. The Member shall have full, exclusive and complete discretion to manage the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company, and to take such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. Any action that may be taken in connection with or relating to this Agreement may be taken by written consent. There shall not be a “manager” (within the meaning of the Act) of the Company. With respect to third parties, the Member is an agent of the Company’s business, and the Member may bind the Company. If the Member binds the Company but did not have the authority to so act under this Agreement (including by failing to obtain the necessary consents from

4

other Members), in addition to any other remedy (at law or in equity) that may be available against such Member, such Member shall be liable for all damages caused by breaching this Agreement. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware.

(b) Any Person dealing with the Company or the Member may rely upon a certificate signed by the Member as to: (i) the identity of the Member hereof, (ii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Member or in any other manner germane to the affairs of the Company; (iii) the Persons who are authorized to execute and deliver any instrument, agreement or document of, or on behalf of, the Company; or (iv) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.

(c) Pursuant to and in accordance with Section 18-407 of the Act, the Member may from time to time delegate to one or more Persons such authorities and duties as are possessed by the Member under this Agreement and the Act (“Authorized Individuals”). In addition, the Member may assign in writing titles (including, without limitation, President, Executive Vice President, Vice President, Secretary, Assistant Secretary, Treasurer and Assistant Treasurer) to any such Authorized Individual. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such Authorized Individual of the authority (including the authority to bind the Company) and duties that are normally associated with that office, subject to any specific delegation of authority and duties (or any restrictions thereon or limitations thereof) made pursuant to the first sentence of this Section 14(c). Any number of titles may be held by the same Authorized Individual. Any delegation made pursuant to this Section 14 may be revoked at any time by the Member.

(d) Any Person dealing with the Company may rely upon the authority of the Member or Authorized Individual in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action is actually taken in accordance with the provisions of this Agreement.

15.Bank Accounts. The Member, the Treasurer of the Company, or other Authorized Individual, is hereby authorized to open an account or accounts in the name and on behalf of the Company in any bank or banks, which shall be a depository for the Company’s funds. The banking resolutions, prepared and supplied by such bank, if any, shall be, and the same hereby are, adopted as the resolutions of the Company. The Member, the Treasurer, or other Authorized Individual, is hereby further authorized to open such other bank account or accounts in the name and on behalf of the Company as he or she may deem necessary or desirable.

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16.Other Business. The Member and any Person affiliated with the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. None of the Company or the Member shall have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

17.Exculpation and Indemnification. The Member, any agent, officer, Authorized Individual or employee of the Company or the Member, or an Affiliate of the Member or the Company, shall not be liable to the Company, or any other Person who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, agent, officer, Authorized Individual or employee of the Company or the Member, or an Affiliate of the Company or the Member, in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, agent, officer, Authorized Individual or employee of the Company or the Member, or an Affiliate of the Company or the Member, by this Agreement, except that the Member, agent, officer, Authorized Individual or employee of the Company or the Member, or an Affiliate of the Company or the Member, shall be liable for any such loss, damage or claim incurred by reason of such Member’s, agent’s, officer’s, Authorized Individual’s, employee’s or Affiliate’s willful misconduct. To the full extent permitted by applicable law, the Member, agent, officer, Authorized Individual or employee of the Company or the Member, or an Affiliate of the Company or the Member, shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, agent, officer, Authorized Individual or employee of the Company or the Member, or an Affiliate of the Company or the Member, by reason of any act or omission performed or omitted by such Member, agent, officer, Authorized Individual or employee of the Company or the Member, or an Affiliate of the Company or the Member, in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, agent, officer, Authorized Individual or employee of the Company or the Member, or an Affiliate of the Company or the Member, by this Agreement, except that the Member, any agent, officer, Authorized Individual or employee of the Company or the Member, or an Affiliate of the Company or the Member, shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, agent, officer, Authorized Individual or employee of the Company or the Member, or an Affiliate of the Company or the Member, by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof. To the extent that at law or in equity, the Member, agent, officer, Authorized Individual or employee of the Company or the Member, or Affiliates of the Member or the Company, has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Member, any such Member, agent, officer, Authorized Individual or employee of the Company or the Member, or an Affiliate or the Member or the Company, acting in connection with the business and affairs of the Company shall not be liable to the Company or to the Member for such Person’s good faith reliance on the provisions of this Agreement, and such Person’s duties and liabilities may be restricted by provisions in this

6

Agreement.

18.Assignments. Except as otherwise expressly provided in this Section 18, the Member may not sell, assign, transfer, pledge, hypothecate, encumber or alienate (each a. “Transfer”) in any way all or any part of its limited liability company interest in the Company. A Member may pledge, in any way, all or part of its limited liability company interest in the Company for the purpose of giving security for any guaranty or any indebtedness incurred by such Member, the Company or any Affiliate of the Company or the Member, and neither such pledge nor any enforcement of rights or remedies by the pledgee with respect thereto shall constitute a breach or violation of, or default under, this Agreement. No Transfer of any interest in the Company, or any part thereof, that is in violation of this Section 18, shall be valid or effective, and neither the Company nor the Member shall recognize the same for the purpose of making distributions pursuant to this Agreement. Neither the Company nor the Member shall incur any liability as a result of refusing to make any such distributions to the transferee of any such invalid Transfer.

19.Resignation. The Member may not resign from the Company without the written consent of the Member. If the Member is permitted to resign pursuant to this Section, an additional member shall be admitted to the Company, subject to this Section 19, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Member shall cease to be a member of the Company.

20.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

21.Dissolution.

(a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) September 30, 2029, (ii) the written consent of the Member, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b) The bankruptcy of the Member shall not cause the Member to cease to be a Member of the Company, and upon the occurrence of any such event, the business of the Company shall be continued without dissolution. The retirement, resignation, expulsion or dissolution of the Member or the occurrence of any other event under the Act that terminates the continued membership of the Member in the Company, shall not cause the Company to be dissolved or its affairs wound up, and, upon the occurrence of any such event, the business of the Company shall continue without dissolution.

(c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the

7

Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. The Member shall wind up the Company’s affairs in accordance with this Agreement and the Act. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate in the manner required by the Act.

(d) Notwithstanding any other provision of this Agreement, to the extent that the Company is operating in a jurisdiction (such as California) that requires the Company to lack continuity of life in order for the Company to be treated as a partnership for state tax purposes under the laws of the applicable jurisdiction, unless and until such jurisdiction enacts legislation or issues a ruling in which a limited liability company is not required to lack continuity of life in order for a limited liability company to be treated as a partnership for state tax purposes under the laws of such jurisdiction, the Company shall be dissolved and its affairs wound up upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or upon the occurrence of any other event that terminates the continued membership of the Member in the Company. The intent of the Member is that the restrictions contained in this Section 21(d) shall apply so long as such a provision is required to obtain partnership tax treatment in a jurisdiction where the Company is conducting its business. To the extent that such jurisdiction (such as California) subsequently enacts legislation or issues a ruling which results in this Section 21(d) becoming unnecessary for the Company to be treated as a partnership for state law tax purposes, this Section 21(d) shall automatically become ineffective at such time.

22.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

23.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

24.Entire Agreement. This Agreement constitutes the entire agreement by the party hereto with respect to the subject matter hereof, and supersedes all prior understanding or agreement by the party.

25.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

26.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement effective as of the date first above written.

[SIGNATURE IS ON THE FOLLOWING PAGE]

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NATIONAL MENTOR HEALTHCARE, INC.
By:	/s/ Michelle H. Ancosky
	Michelle H. Ancosky Assistant Secretary

CERTIFICATE OF FORMATION

OF

MENTOR - CBS ACQUISITION, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is Mentor - CBS Acquisition, LLC.

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

Executed on November 26, 1997.

By:	/s/ Michelle H. Ancosky
	Michelle H. Ancosky, Authorized Person

SCHEDULE A

Member	Contribution		Date
National Mentor Healthcare, Inc.	$	1,000.00	November 25, 1997

EX-3.19

Exhibit 3.19

FORM B C A-47

BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY

THE INSTRUCTIONS ON THE BACK THEREOF.

(THESE ARTICLES MUST BE FILED IN DUPLICATE)

STATE OF ILLINOIS,		}  }  }	ss.	PAID OCT 21 1977 ALAN J. DIXON		(Do note write in this space)
						Date Paid		10-20-77
Jackson	COUNTY					Initial License Fee			$		.75
TO ALAN J. DIXON, Secretary of State						Franchise Tax			$		18.75
						Filing Fee			$		75.00
						Clerk	/s/ [ILLEGIBLE]		$		94.50
The undersigned,				Secretary of State		6773  17
Name				Number	Street	Address City				State
John O.Anderson				1212 Hill		Carbondale				IL
Richard David Brecht				Rural Route #5		Carbondale				IL
Kathleen B. Fralish				205 Orchard Drive		Carbondale				IL

being one or more natural persons of the age of twenty-one years or more or a corporation, and having subscribed to shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under “The Business Corporation Act” of the State of Illinois, do hereby adopt the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation hereby incorporated is: Center for Comprehensive Services, Inc.

ARTICLE TWO

The address of its initial registered office in the State of Illinois is: 205 Orchard Drive
Street, in the City of Carbondale (62901) (Zip Code) County of Jackson and
the name of its initial Registered Agent at said address is: Kathleen B. Fralish

ARTICLE THREE

The duration of the corporation is: Perpetual

ARTICLE FOUR

The purpose or purposes for which the corporation is organized are:

To establish and maintain a program of comprehensive, interdisciplinary and intensive treatment (within and outside a resident facility) for persons who have suffered severe impairment as a result of accident, disease or a variety of developmental disabilities.

To engage in any other trade or business which can, in the opinion of the Board of Directors of the corporation, be advantageously carried on in connection with or auxiliary to the foregoing business.

To acquire, own, use, convey and otherwise dispose of and deal in real estate or any interest therein.

To enter into any lawful arrangement for sharing profits and losses in any transaction or transactions, and to promote and organize the corporation.

To do all such other things as are incidental to the foregoing or necessary or desirable in order to accomplish the foregoing, and to possess all general powers as presently specified by the Illinois Business Corporation Act or any amendments thereto.

ARTICLE FIVE

PARAGRAPH 1: The aggregate number of shares which the corporation is authorized to issue is 300, divided into One classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:

Class	Series (If any)	Number of Shares	Par value per share or statement that shares are without par value
Common		300	No Par Value

PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares ofeach class are:

No preferences, qualifications, limitations, restrictions or special rights, other than those provided by law, shall exist in respect to any of the shares of the corporation or any of the holders thereof.

ARTICLE SIX

The class and number of shares which the corporation proposes to issue without further report to the Secretary of State, and the consideration (expressed in dollars) to be received by the corporation therefor, are:

Class of shares	Number of shares	Total consideration to be received therefor:
Common	150	$	1,500
		$

[SEAL]

ARTICLE SEVEN

The corporation will not commence business until at least one thousand dollars has been received as consideration for the issuance of shares.

ARTICLE EIGHT

The number of directors to be elected at the first meeting of the shareholders is: Three (3)

ARTICLE NINE

PARAGRAPH 1: It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be $            

PARAGRAPH 2: It is estimated that the value of the property to be located within the State of Illinois during the following year will be $                   .

PARAGRAPH 3: It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be $              

PARAGRAPH 4: It is estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be $                  

NOTE: If all the property of the corporation is to be located in this State and all of its business is to be transacted at or from places of business in this State, or if the incorporators elect to pay the initial franchise tax on the basis of its entire stated capital and paid-in surplus, then the information called for in Article Nine need not be stated.

/s/ JOHN O. ANDERSON	}   }   }   }   }   }   }   }	Incorporators
JOHN O. ANDERSON
/s/ RICHARD DAVID BRECHT
RICHARD DAVID BRECHT
/s/ KATHLEEN B. FRALISH
KATHLEEN B. FRALISH

NOTE: There may be one or more incorporators. Each incorporator shall be either a corporation, domestic or foreign, or a natural person of the age of twenty-one years or more. If a corporation acts as incorporator, the name of the corporation and state of incorporation shall be shown and the execution must be by its President or Vice-President and verified by him, and the corporate seal shall be affixed and attested by its Secretary or an Assistant Secretary.

OATH AND ACKNOWLEDGMENT

STATE OF ILLINOIS	}	ss.
Jackson County

I, Melinda R. Koeninger, A Notary Public, do hereby certify that on the 18^th day of Oct 1977 John O. Anderson, Richard David Brecht, and Kathleen B. Fralish personally appeared before me and being first duly sworn by me acknowledged the signing of the foregoing document in the respective capacities therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written.

[SEAL]	/s/ Melinda R. Koeninger
	Notary Public

FORM B C A-47

ARTICLES OF INCORPORATION

CENTER FOR

COMPREHENSIVE SERVICES, INC.

The following fees are required to be paid at the time of issuing Certificate of Incorporation: Filing fee $75.00; Initial license fee of a 50¢ per $1,000.00 or 1/20th of 1% of the amount of stated capital and paid-in surplus the corporation proposes to issue without further report (Article Six); Initial franchise tax of 1/10th of 1% of the issued, as above noted. However, the minimum initial franchise tax is $25.00 and varies monthly on $25,000, or less, as follows: January, $37.50; February $35.42; March, $33.33; April, $31.25; May, $29.17; June, $27.08; July, $25.00; August, $22.92; September, $20.80; October, $18.75; November, $16.67; December, $14.58; (See Sec.133 BCA).

In excess of $25,000, the franchise tax per $1,000.00 is as follows: Jan., $1.50; Feb., 1,4167; March, 1.3334; April, 1.25; May, 1.1667; June, 1.0834; July, 1.00; Aug., .9167; Sept., .8334; Oct., .75; Nov., .6667; Dec., .5834.

All shares issued in excess of the amount mentioned in article Six of this application must be reported within 60 days from date of issuance thereof, and franchise tax and license fee paid thereon; otherwise, the corporation is subject to a penalty of 1% for each month on the amount until reported and subject to a fine of not to exceed $500.00.

The same fees are required for a subsequent issue of shares except the filing fee is $1.00 instead of $75.00.

FILED

OCT 20 1997

[SEAL]

FORM  BCA-55

	(Do not write in this space)
	Date Paid		5-16-80
	License Fee			$
	Franchise Tax			$
	Filing Fee			$	25.00
	Clerk	/s/ [ILLEGIBLE]
(File in Duplicate)

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

CENTER FOR COMPREHENSIVE SERVICES, INC.

(Exact Corporate Name)

To MICHAEL J. HOWLETT

Secretary of State

Springfield, Illinois

The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of “The Business Corporation Act” of the State of Illinois, hereby executes the following Articles of Amendment:

ARTICLE FIRST: The name of the corporation is:

CENTER FOR COMPREHENSIVE SERVICES, INC.

ARTICLE SECOND: The following amendment or amendments were adopted in the manner prescribed by “The Business Corporation Act” of the State of Illinois:

The sale or transfer of all shares of stock are restricted and upon the disposal of any shares currently outstanding or to become outstanding in the future, the corporation and other shareholders must be given an option to purchase the stock at a purchase price determined by a shareholders agreement on file with the corporation records.

(Disregard separation into classes if class voting does not apply to the amendment voted on.)

ARTICLE THIRD: The number of shares of the corporation outstanding at the time of the adoption of said amendment or amendments was 150; and the number of shares of each class entitled to vote asa class on the adoption of said amendment or amendments, and the designation of each such class were as follows:

Class	Number of Shares
Common	150

(Disregard separation into classes if class voting does not apply to the amendment voted on.)

ARTICLE FOURTH: The number of shares voted for said amendment or amendments was 100; and the number of shares voted against said amendment or amendments was 0.  The number of shares of each class entitled to vote as a class voted for and against said amendment or amendments, respectively, was:

Class	Number of Shares Voted
	For	Against

(Disregard these items unless the amendment restates the articles of incorporation.)

Item 1. On the date of the adoption of this amendment, restating the articles of incorporation, the corporation had             shares issued, itemized as follows:

Class	Series (If Any)	Number of Shares	Par value per share or statement that shares are without par value
		N/A

Item 2. On the date of the adoption of this amendment restating the articles of incorporation, the corporation had a stated capital of $             and a paid-in surplus of $                 or a total of $              .

N/A

(Disregard this Article where this amendment contains no such provisions.)

ARTICLE FIFTH: The manner in which the exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for in, or effected by, this amendment, is as follows: The sale or transfer of all shares of stock are restricted and upon the disposal of any shares currently outstanding or to become outstanding in the future, the corporation and other shareholders must be given an option to purchase the stock at a purchase price determined by a shareholders agreement on file with the corporation records.

(Disregard this Paragraph where amendment does not affect stated capital of paid-in surplus.)

ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or amendments effect a change in the amount of stated capital or the amount of paid-in surplus, or both, is as follows:

N/A

(Disregard this Paragraph where amendment does not affect stated capital or paid-in surplus.)

Paragraph 2: The amounts of stated capital and of paid-in surplus as changed by this amendment are as follows:

	Before Amendment	After Amendment
Stated capital	$	$
Paid-in surplus	$	$

N/A

IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its Corporate President, and its corporate seal to be hereto affixed, attested by its Corporate Secretary, this 12^th day of May, 1980.

[SEAL]					CENTER FOR COMPREHENSIVE SERVICES,				INC.
					(Exact Corporate Name)
ATTEST					By	/s/ John Anderson
							Its	President
/s/ Kathleen Fralish
	Its	Secretary
STATE OF Illinois			}	ss.
COUNTY OF Jackson			}

I, Melinda Dillon, a Notary Public, do hereby certify that on the 12^th day May 1980, Dr.  John Anderson personally appeared before me and, being first duly sworn by me, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

[SEAL]	/s/ Melinda Dillon
	Notary Public

Form BCA-55

Box File

ARTICLES OF AMENDMENT

to the

ARTICLES OF INCORPORATION

of

FILED

MAY 16 1980

SECRETARY OF STATE

FILE IN DUPLICATE

Filing Fee $25.00

Filing Fee for Re-Stated Articles $100.00

Form BCA-11.25	ARTICLES OF MERGER
(Rev.  Jan. 1991)	CONSOLIDATION OR EXCHANGE		File # 5128-716-9
George H. Ryan	FILED		SUBMIT IN DUPLICATE
Secretary of State
Department of Business Services		PAID	This space for use by
Springfield, IL 62756			Secretary of State
Telephone (217) 782-6961
	FEB 22 1995		Date 2-22-95
DO NOT SEND CASH!
Remit payment in check or money order,		MAR 09 1995	Filing Fee $100
payable to “Secretary of State.”	GEORGE H. RYAN
Filing Fee is $100, but if merger or	SECRETARY OF STATE		Approved: /s/ [ILLEGIBLE]
consolidation of more than 2 corporations,
$50 for each additional corporation.

		merge
1.	Names of the corporations proposing to	consolidate	, and the state or country of their incorporation:
		exchange shares
		State or Country
Name of Corporation		Of Incorporation	Corporation File No.
Center for Comprehensive Services, Inc.		Illinois	D 5128-716-9
Center for Comprehensive Adolescent Services, Inc.		Illinois	D 5594-893-3

2.	The laws of the state or country which each corporation is incorporated permit such merger, consolidation or exchange.
	Article 11 of Act 5 of the Business Corporation Act of 1983.
				surviving
3.	(a)	Name of the		new	corporation:		Center for Comprehensive Services, Inc.
				acquiring
	(b)	it shall be governed by the laws of:					Illinois.
			merger
4.	Plan of		consolidation			is as follows:	See Attached
			exchange
If not sufficient space to cover this point, add one or more sheets of this size.

		merger
5.	Plan of	consolidation	was approved, as to each corporation not organized in Illinois, in compliance with the laws of the state under which it is organized, and (b) as to each Illinois corporation, as follows:
		exchange
	(The following items are not applicable to mergers under §11.30 —90% owned subsidiary provisions. See Article 7.)
	(Only “X” one box for each corporation)				N/A
				By the shareholders, a resolution of the board of directors having been duly adopted and submitted to a vote at a meeting of shareholders. Not less than the minimum number of votes required by statute and by the articles of incorporation voted in favor of the action taken. (§11.20).	By written consent of the shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with §7.10(§11.220)	By written consent of ALL the shareholders entitled to vote on the action, in accordance with §7.10 & §11.20
Name of Corporation
				o	o	o
				o	o	o
				o	o	o
				o	o	o
				o	o	o

6.	(Not applicable if surviving, new or acquiring corporation is an Illinois corporation)		N/A
	It is agreed that, upon and after the issuance of a certificate of merger, consolidation or exchange by the Secretary of State of the State of Illinois;
	a.	The surviving, new or acquiring corporation may be served with process in the State of Illinois in any proceeding for the enforcement of any obligation of any corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such corporation organized under the laws of the State of Illinois against the surviving, new or acquiring corporation.
	b.	The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the surviving, new or acquiring corporation to accept service of process in any such proceedings, and
	c.	The surviving, new, or acquiring corporation will promptly pay to the dissenting shareholders of any corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange the amount, if any, to which they shall be entitled under the provisions of “The Business Corporation Act of 1983” of the State of Illinois with respect to the rights of dissenting shareholders.

CENTER FOR COMPREHENSIVE SERVICES, INC.
AGREEMENT OF MERGER

AGREEMENT made this 22 day of December, 1994, between Center for Comprehensive Services, Inc., an Illinois corporation, whose principal office is at 306 West Mill Street, Carbondale, Illinois (hereinafter “Parent”) and Center for Comprehensive Adolescent Services, Inc. (hereinafter “Subsidiary”), an Illinois corporation whose principal office is at 306 West Mill Street, Carbondale, Illinois, as follows:

WHEREAS, Parent is the owner of all the outstanding shares of the capital stock of Subsidiary and the directors of Parent and Subsidiary believe that it will be to the best interest of each corporation that Subsidiary be liquidated by the merger of Subsidiary into Parent.

NOW, THEREFORE, in consideration of the mutual undertakings hereinafter set forth, Parent and Subsidiary agree as follows:

1.             Subsidiary shall be merged into Parent by the transfer to Parent of all of the assets of Subsidiary, subject to all liabilities and other obligations, which liabilities and obligations Parent shall assume. Parent shall be the surviving corporation.

2.             The name of the surviving corporation shall be Center for Comprehensive Services, Inc.

3.             The number and names of the first directors and officers of the surviving corporation, who shall hold office until their successors are chosen or appointed according to the by-laws of the surviving corporation are:

Kathleen Fralish, President

Mary Kay Moore, Vice President

James Fralish, Secretary

Dan Hains, Director

Ted Reggar, Director

4.             The number of shares of the capital stock of the surviving corporation is 300 shares of common stock of no par value, of which 60 shares are issued and outstanding. Parent is the owner of all issued and outstanding Subsidiary stock.  Therefore, no additional Parent stock shall be issued in this merger.

5.             The articles of incorporation and by-laws of Parent shall be the articles of incorporation and by-laws of the surviving corporation.

6.             The capital stock of Subsidiary shall be completely canceled and that of Parent shall be unaffected by the merger.

7.             Following the adoption of this Agreement by the stockholders of Parent and of Subsidiary, the merger, transfer of assets from Subsidiary to Parent, assumption of obligations and liabilities of Subsidiary by Parent and cancellation of Subsidiary capital stock shall be

effective, for accounting purposes only, at the close of business on December 31, 1994, with Articles of Merger and this Agreement, with its adoption by the stockholders of each corporation duly certified by the Secretary thereof, to be filed in the office of the Secretary of State of Illinois.

	Center for Comprehensive Services, Inc.
	By:	/s/ Kathleen Fralish
		President
Attest:
/s/ James S. Fralish
Secretary
	Center for Comprehensive Adolescent
	Services, Inc.
	By:	/s/ Mary Kay Moore
		President
Attest:
/s/ Cynthia C. Davie
Secretary

7.            (Complete this item if reporting a merger under § 11.30—90% owned subsidiary provisions.)

a.The number of outstanding shares of each class of each merging subsidiary corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent corporation, are:

Name of Corporation	Total Number of Shares Outstanding of Each Class	Number of Shares of Each Class Owned Immediately Prior to Merger by the Parent Corporation
Center for Comprehensive Adolescent Services, Inc.	500	500

b.(Not applicable to 100% owned subsidaries).           N/A

The date of mailing a copy of the plan of merger and notice of the right to dissent to the shareholders of each merging subsidiary corporation was                               , 19              .

Was written consent for the merger or written waiver of the 30-day period by the holders of all the outstanding shares of all subsidiary corporations received?             o   Yes    o  No

(If the answer is “No,” the duplicate copies of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger and of the notice of the right to dissent to the shareholders of each merging subsidiary corporation.)

8.            The undersigned corporation has caused these articles to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	December 22	, 1994	Center for Comprehensive Services, Inc.
			(Exact Name of Corporation)
attested by	/s/ James S. Fralish		by	/s/ Kathleen B. Fralish
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	James Fralish, Secretary		Kathleen B. Fralish, President
	(Type or Print Name and Title)		(Type or Print Name and Title)
			Center for Comprehensive
Dated	December 22	, 1994	Adolescent Services, Inc.
			(Exact Name of Corporation)
attested by	/s/ Cynthia C. Davie		by	/s/ Mary Kay Moore
	(Signature of Secretary or Assistant Secretary)			(Signature of President or Vice President)
	Cynthia C. Davie, Secretary		Mary Kay Moore, President
	(Type or Print Name and Title)		(Type or Print Name and Title)
Dated		,  19
			(Exact Name of Corporation)
attested by			by
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	(Type or Print Name and Title)		(Type or Print Name and Title)

Form BCA-11.25	ARTICLES OF MERGER
(Rev.  Jan. 1991)	CONSOLIDATION OR EXCHANGE		File # 5128-716-9
George H. Ryan	FILED		SUBMIT IN DUPLICATE
Secretary of State
Department of Business Services		PAID	This space for use by
Springfield, IL 62756			Secretary of State
Telephone (217) 782-6961
	FEB 22 1995		Date 2-22-95
DO NOT SEND CASH!
Remit payment in check or money		MARCH 09 1995	Filing Fee $100
order, payable to “Secretary of State.”
Filing Fee is $100, but if merger or			Approved:	/s/ [ILLEGIBLE]
consolidation of more than 2 corpora-	GEORGE H. RYAN
tions, $50 for each additional corpora-	SECRETARY OF STATE
tion.

		merge
1.	Names of the corporations proposing to	consolidate	, and the state or country of their incorporation:
		exchange shares
		State or Country
Name of Corporation		Of Incorporation	Corporation File No.
Center for Comprehensive Services, Inc.		Illinois	D 5128-716-9
Chicago for Comprehensive Services, Inc.		Illinois	D 5629-609-3

2.	The laws of the state or country which each corporation is incorporated permit such merger, consolidation or exchange.
	Article 11 of Act 5 of the Business Corporation Act of 1983.
			surviving
3.	(a)	Name of the	new	corporation:	Center for Comprehensive Services, Inc.
			acquiring
3.	(b)	it shall be governed by the laws of:			Illinois
			merger
4.	Plan of		consolidation	is as follows:	See Atttached
			exchange
If not sufficient space to cover this point, add one or more sheets of this size.

		merger
5.	Plan of	consolidation	was approved, as to each corporation not organized in Illinois, in compliance with the laws of the state under which it is organized, and (b) as to each Illinois corporation, as follows:
		exchange
	(The following items are not applicable to mergers under §11.30 —90% owned subsidiary provisions. See Article 7.)
	(Only “X” one box for each corporation)				N/A
				By the shareholders, a resolution of the board of directors having been duly adopted and submitted to a vote at a meeting of shareholders. Not less than the minimum number of votes required by statute and by the articles of incorporation voted in favor of the action taken. (§11.20).	By written consent of the shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with § 7.10 (§ 11.220)	By written consent of ALL the shareholders entitled to vote on the action, in accordance with § 7.10 & § 11.20
Name of Corporation
				o	o	o
				o	o	o
				o	o	o
				o	o	o
				o	o	o

6.	(Not applicable if surviving, new or acquiring corporation is an Illinois corporation)		N/A
	It is agreed that, upon and after the issuance of a certificate of merger, consolidation or exchange by the Secretary of State of the State of Illinois:
	a.	The surviving, new or acquiring corporation may be served with process in the State of Illinois in any proceeding for the enforcement of any obligation of any corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such corporation organized under the laws of the State of Illinois against the surviving, new or acquiring corporation.
	b.	The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the surviving, new or acquiring corporation to accept service of process in any such proceedings, and
	c.	The surviving, new, or acquiring corporation will promptly pay to the dissenting shareholders of any corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange the amount, if any, to which they shall be entitled under the provisions of “The Business Corporation Act of 1983” of the State of Illinois with respect to the rights of dissenting shareholders.

7.             (Complete this item if reporting a merger under §11.30—90% owned subsidiary provisions.)

a.The number of outstanding shares of each class of each merging subsidiary corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent corporation, are:

Name of Corporation	Total Number of Shares Outstanding of Each Class	Number of Shares of Each Class Owned Immediately Prior to Merger by the Parent Corporation
Chicago Center for Comprehensive Services, Inc.	680	680

b.(Not applicable to 100% owned subsidaries)                  N/A

The date of mailing a copy of the plan of merger and notice of the right to dissent to the shareholders of each merging subsidiary corporation was                                         , 19  .

Was written consent for the merger or written waiver of the 30-day period by the holders of all the outstanding shares of all subsidiary corporations received?        o  Yes o  No

(If the answer is “No,” the duplicate copies of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger and of the notice of the right to dissent to the shareholders of each merging subsidiary corporation.)

8.            The undersigned corporation has caused these articles to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	December 22	, 1994	Center for Comprehensive Services, Inc.
			(Exact Name of Corporation)
attested by	/s/ James S. Fralish		by	/s/ Kathleen B. Fralish
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	James Fralish, Secretary		Kathleen B. Fralish, President
	(Type or Print Name and Title)		(Type or Print Name and Title)
Dated	December 22	, 1994	Chicago Center for Comprehensive Services, Inc.
			(Exact Name of Corporation)
attested by	/s/ Kathleen B. Fralish		by	/s/ Thomas Corpora
	(Signature of Secretary or Assistant Secretary)			(Signature of President or Vice President)
	Kathleen B. Fralish, Secretary		Thomas Corpora, President
	(Type or Print Name and Title)		(Type or Print Name and Title)
Dated		,  19
			(Exact Name of Corporation)
attested by			by
	(Signature of Secretary or Assistant Secretary)		(Signature of President Or Vice President)
	(Type or Print Name and Title)		(Type or Print Name and Title)

CENTER FOR COMPREHENSIVE SERVICES, INC.
AGREEMENT OF MERGER

AGREEMENT made this 22 day of December, 1994, between Center for Comprehensive Services, Inc., an Illinois corporation, whose principal office is at 306 West Mill Street, Carbondale, Illinois (hereinafter “Parent”) and Chicago Center for Comprehensive Services, Inc. (hereinafter “Subsidiary”), an Illinois corporation whose principal office is at 306 West Mill Street, Carbondale, Illinois, as follows:

WHEREAS, Parent is the owner of all the outstanding shares of the capital stock of Subsidiary and the directors of Parent and Subsidiary believe that it will be to the best interest of each corporation that Subsidiary be liquidated by the merger of Subsidiary into Parent.

NOW, THEREFORE, in consideration of the mutual undertakings hereinafter set forth, Parent and Subsidiary agree as follows:

1.             Subsidiary shall be merged into Parent by the transfer to Parent of all of the assets of Subsidiary, subject to all liabilities and other obligations, which liabilities and obligations Parent shall assume.  Parent shall be the surviving corporation.

2.             The name of the surviving corporation shall be Center for Comprehensive Services, Inc.

3.             The number and names of the first directors and officers of the surviving corporation, who shall hold office until their successors are chosen or appointed according to the by-laws of the surviving corporation are:

Kathleen Fralish, President

Mary Kay Moore, Vice President

James Fralish, Secretary

Dan Hains, Director

Ted Reggar, Director

4.             The number of shares of the capital stock of the surviving corporation is 300 shares of common stock of no par value, of which 60 shares are issued and outstanding. Parent is the owner of all issued and outstanding Subsidiary stock.   Therefore, no additional Parent stock shall be issued in this merger.

5.             The articles of incorporation and by-laws of Parent shall be the articles of incorporation and by-laws of the surviving corporation.

6.             The capital stock of Subsidiary shall be completely canceled and that of Parent shall be unaffected by the merger.

7.             Following the adoption of this Agreement by the stockholders of Parent and of Subsidiary, the merger, transfer of assets from Subsidiary to Parent, assumption of obligations and liabilities of Subsidiary by Parent and cancellation of Subsidiary capital stock shall be

effective, for accounting purposes only, at the close of business on December 31, 1994, with Articles of Merger and this Agreement, with its adoption by the stockholders of each corporation duly certified by the Secretary thereof, to be filed in the office of the Secretary of State of Illinois.

	Center for Comprehensive Services, Inc.
	By:		/s/ Kathleen Fralish
			President
Attest:
/s/ James S. Fralish
Secretary
	Chicago Center for Comprehensive
	Services, Inc.
	By:	/s/ Thomas Corpora
		President
Attest:
/s/ Kathleen Fralish
Secretary

From BCA-10.30	ARTICLES OF AMENDMENT	File# 5128-716-9
(Rev. Jan. 1995)
George H. Ryan	FILED PAID
Secretary of State	JUN 12 1998	This space for use by
Department of Business Services	JUNE 10 1998	Secretary of State
Springfield, IL 62756
Telephone (217) 782-1832		Date 6/10/98
Remit payment in check or money		Franchise Tax	$
order, payable to “Secretary of State.”	GEORGE H. RYAN	Filing Fee*	$25.00
	SECRETARY OF STATE	Penalty	$
*The filing fee for articles of
amendment - $25.00		Approved	/s/ [ILLEGIBLE]

1.CORPORATE NAME:         Center for Comprehensive Services, Inc.

(Note 1)

2.MANNER OF ADOPTION OF AMENDMENT:

The following amendment of the Articles of Incorporation was adopted on 6/1/98, 19    in the manner indicated below. (“X” one box only)

oBy a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;

(Note 2)

oBy a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;

(Note 2)

oBy a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;

(Note 3)

oBy the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders.  At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;

(Note 4)

oBy the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders.  A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation.  Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;

(Notes 4 & 5)

ýBy the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders.  A consent in writing has been signed by all the shareholders entitled to vote on this amendment.

(Note 5)

3.TEXT OF AMENDMENT:

a.When amendment effects a name change, insert the new corporate name below.  Use Page 2 for all other amendments.

Article 1: The name of the corporation is:

n/a	EXPEDITED
(NEW NAME)	JUN 10 1998
	SECRETARY OF STATE

All changes other than name, include on page 2

(over)

Text of Amendment

b.(If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

Article Second of the Articles of Amendment filed on 5-16-80 is hereby deleted in its entirety.

Article Fifth of the Articles of Amendment filed on 5-16-80 are hereby amended as follows:  No preferences, qualification, limitations, restrictions or special rights, other than those provided by law, shall exist in respect to any shares of the corporation or any of the holders thereof.

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4.The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (if not applicable, insert “No change”)

No change

5.(a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)

No change

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (if not applicable, insert “No change”)

No change

	Before Amendment	After Amendment
Paid-in Capital	$	$

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6.The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	6/1, 1998	Center for Comprehensive Services, Inc.
		(Exact Name of Corporation of date of execution)
attested by	/s/ Tom Corpora	by	/s/ Kathleen B. Fralish
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	Tom Corpora, Secretary	Kathleen B. Fralish, President
	(Type or Print Name and Title)	(Type or Print Name and Title)

7.If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated                              , 19

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NOTES and INSTRUCTIONS

NOTE1:	State the true exact corporate name as it appears on the records of the office of the Secretary of State. BEFORE any amendments herein reported.
NOTE2:	Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors have been named or elected
			(§10.10)
NOTE3:	Directors may adopt amendments without shareholder approval in only seven instances, as follows:
	(a)	to remove the names and addresses of directors named in the articles of incorporation:
	(b)	to remove the name and address of the initial registered agent and registered office, provided a statement pursuant to §5.10 is also filed;
	(c)	to increase, decrease, create or eliminate the par value of the shares of any class, so long as no class or series of shares  is adversely affected.
	(d)	to split the issued whole shares and unissued authorized shares by multiplying them by a whole numbers
		[ILLEGIBLE]  long as no class or series is adversely affected thereby:
	(e)	to change the corporate name by substituting the word “corporation”, “incorporated”, “company” [ILLEGIBLE] the abbreviation “corp.”, “inc.”, “co.”, or “ltd.” for a similar word or abbreviation in the name or by adding a geographical  attribution to the name;
	(f)	to reduce the authorized shares of any class pursuant to a cancellation statement filed in accordance with §9.05.
	(g)	to restate the articles of incorporation as currently amended. [ILLEGIBLE]
NOTE 4	All amendments not adopted under §10.10 or §10.15 require (1) that the board of directors adopted resolution setting forth the proposed amendment and (2) that the shareholders approve the amendment.
	Shareholder approval may be (1) by vote at a shareholders meeting (either annual or special or (2) [ILLEGIBLE] in writing without a meeting.
	To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least 2/3 of the outstanding shares entitled to vote on the amendment (but if class voting applies then also at least a 2/3 vote [ILLEGIBLE] each class is required).
	The articles of incorporation may supersede the 2/3 vote requirement by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote and not less than a majority within each class when class voting applies.
			[ILLEGIBLE]
NOTE 5	When shareholder approval is by consent, all shareholders must be given notice of the proposed amendments at least 5 days before the consent is signed.  If the amendment is adopted, shareholders who have not signed the consent must be promptly notified of the passage of the amendment.
			[ILLEGIBLE]

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FILE # 5128-716-9
Form BCA-5.10
NFP-105.10
(Rev.  Jan. 1999)
	Jesse White
	Secretary of State
	Department of Business Services		SUBMIT IN DUPLICATE
	Springfield, IL 62756
	Telephone (217) 782-3647		This space for use by
	http://www.sos.state.il.us	FILED	Secretary of State
		FEB 04 2002	Date 2-4-02
STATEMENT OF			Filing Fee		$ 5
CHANGE		JESSE WHITE
OF REGISTERED AGENT		SECRETARY OF STATE	Approved:	/s/ [ILLEGIBLE]
AND/OR REGISTERED
OFFICE			Remit payment in check or money order
			payable to “Secretary of State.”
		Type or print in black ink only.	PAID
		See reverse side for signature(s).
			FEB 04 2002

1.	CORPORATE NAME:		Centre for Comprehensive Services, Inc.			EXPEDITED
2.	STATE OR COUNTRY OF INCORPORATION:				Illinois	SECRETARY OF STATE
3.	Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (before change):
		Registered Agent	Illinois Corporation Service Company
			First Name		Middle Name	Last Name
		Registered Office	700 South Second Street
			Number	Street	Suite No. (A P.O. Box alone is not acceptable)
			Springfield		62704	Sangamon
			City		Zip Code	County
4.	Name and address of the registered agent and registered office shall be (after all changes herein reported):
		Registered Agent	C T Corporation System
			First Name		Middle Name	Last Name
		Registered Office	c/o C T Corporation System, 208 South LaSalle Street
			Number	Street	Suite No. (A P.O. Box alone is not acceptable)
			Chicago		60604	Cook
			City		ZIP CODE	County

5.	The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.
6.	The above change was authorized by: (“X” one box only)
	a.  ý		By resolution duty adopted by the board of directors.							(Note 5)
	b.  o		By action of the registered agent.							(Note 6)
NOTE:   When the registered agent changes, the signatures of both president and secretary are required.
7.	(If authorized by the board of directors, sign here. See Note 5)
The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.
Dated			JUNE   11,		2001		Center for Comprehensive Services, Inc.
			(Month & Day)		(Year)		(Exact Name of Corporation)
attested by			/s/ Elizabeth Hopper				by		/s/ Gregory Torres
			(Signature of Secretary or Assistan  Secretary)						(Signature of President or Vice President)
			/s/ Elizabeth Hopper, Secretary					Gregory Torres, President
			(Type or Print Name and Title)					(Type or Print Name and Title)
(If change of registered office by registered agent, sign here.  See Note 6)
		The undersigned, under penalties of perjury, affirms that the facts stated herein are true.
						C T Corporation System
Date		02-01-02		,	2001	/s/ Jeffrey R. Graves
		(Month & Day)			(Year)	(Signature of Registered Agent of Record)
						Jeffrey R. Graves
						Assistant Secretary

NOTES

1.	The registered office may, but need not be the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same.
2.	The registered office must include a street or road address; a post office box number alone is not acceptable.
3.	A corporation cannot act as its own registered agent.
4.	If the registered office is changed from one county to another, then the corporation must file with the recorder of deeds of the new county a certified copy of the articles of incorporation and a certified copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State.
5.	Any change of registered agent must be by resolution adopted by the board of directors. This statement must then be signed by the president (or vice-president) and by the secretary (or an assistant secretary).
6.	The registered agent may report a change of the registered office of the corporation for which he or she is registered agent. When the agent reports such a change, this statement must be signed by the registered agent.

EX-3.20

Exhibit 3.20

ARTICLE I.           CORPORATE OFFICE

The office and principal place of business of the corporation shall be located at 306 W. Mill St., Carbondale, IL 62901

ARTICLE II.          STOCKHOLDERS

Section One. Annual Meeting.  (a) An annual meeting of stockholders shall be held in each year on the first Monday in March at 9:00 a.m., unless such day should fall on a legal holiday, in which event the meeting shall be held at the same hour on the next succeeding business day that is not a legal holiday. Annual meetings shall be held at the principal office of the corporation or at such other place within the State of Illinois as may be determined by the board of directors and designated in the notice of such meeting.

(b)  If in any year, the election of directors is not held at the annual meeting of stockholders or an adjournment thereof the board of directors shall call a special meeting of stockholders as soon thereafter as reasonably possible for the purpose of holding such election and transacting such other business as may properly be brought before the meeting.  In the event the board of directors fails to call a special meeting within two (2) months after the date prescribed for the annual meeting, any stockholder may call such a meeting, and at such a meeting the stockholders may elect directors and transact all other business properly brought before the meeting.

(c)  No change in the time or place of a meeting for the election of directors may be made within five (5) days of the date for which such meeting is scheduled, and written notice of any change in the date of such a meeting must be given to each stockholder of record at least ten (10) days prior to the date for which any such meeting is re-scheduled.

(d) Any stockholders’ meeting, annual or special, may be adjourned from time to time by the affirmative vote of a majority of the shares represented at such meeting either in person or by proxy.  An adjournment may be voted regardless of whether a quorum is present.  When a stockholders’ meeting is adjourned for ten (10) days or more, notice of the adjourned meeting must be given as in the case of an original meeting.  When a meeting is adjourned for less than ten (10) days, no notice of the time and place of the adjourned meeting need be given other than by announcement at the meeting at which the adjournment is voted.

Section Two.  Special Meetings.       Special meetings of stockholders may be called for any purpose.  Such meetings may be called at any time by the president, the board of directors, or by the holders, of not less than one-fifth of all the outstanding

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shares of the corporation.  On the written request of any person or persons entitled to call a special meeting, the secretary shall inform the board of directors as to such call, and the board shall set a time and place.  The meeting shall be held at the principal office of the corporation at a time fixed by the secretary.

Section Three.  Action by Unanimous Written Consent.   Any action required by law to be taken at a meeting of stockholders and any other action which may be taken at a meeting of stockholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all stockholders entitled to vote with respect to the subject matter thereof.

Section Four.  Notice of Meetings.  Written or printed notice stating the place, day, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than forty (40) days before the date of the meeting either personally or by mail, by or at the direction of the president, secretary, or other person or persons calling the meeting. to each stockholder of record entitled to vote at the meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the United States Mail, postage prepaid; addressed to the stockholder to receive it at his address as it then appears on the records of the corporation.

Section Five.   Waiver of Notice.           A stockholder may waive notice of any annual or special meeting by signing a written notice of waiver either before or after the date of such meeting.

Section Six.    Closing of Transfer Books.  Record Date.

(a) For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the board of directors may provide that the stock transfer books will be closed for a stated period.  If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders.  Such books must be closed for at least ten (10) days, or in the case of a meeting at which a merger or consolidation will be considered, at lease twenty (20) days immediately preceding such meeting.  In no event shall the books be closed for a period exceeding sixty (60) days.

(b) In lieu of closing the stock transfer books, the board of directors may fix, in advance, a date as the record date for a determination of stockholders for any of the purposes enumerated in Paragraph (a) above.  Such date shall be not more than sixty (60) days, and for a meeting of stockholders, not less than ten (10) days, or in the case of a meeting at which a merger or consolidation will be considered, not less than twenty (20) days, immediately preceding such meeting.

(c) If the stock transfer books are not closed and a record date is not fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or entitled to receive payment of a dividend, the date on which notice of the meeting is

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mailed or the date on which or the date on which the resolution of the board of directors declaring the dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.

(d) When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment of such meeting.

Section Seven. Quorum.          The presence, at any stockholders’ meeting, in person or by proxy, of persons entitled to vote a majority of the shares of the corporation then outstanding shall constitute a quorum for the transaction of business.  In determining whether quorum requirements for a meeting have been met, any share that has been enjoined from voting or that for any reason cannot be lawfully voted shall not be counted.

Section Eight. Proxies.  Every person entitled to vote at a stockholders’ meeting of the corporation, or entitled to execute written consent authorizing action in lieu of a meeting, may do so either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney in fact.  No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.

Section Nine.  Voting.  Except in elections for directors, in which each stockholder shall have the right to cumulate his votes, each outstanding share, regardless of class shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders.  The affirmative vote of the majority of shares represented at a meeting at which a quorum is present shall be the act of the stockholders unless the vote of a greater number or a vote by classes is required by the articles of incorporation, these bylaws, or the laws of the State of Illinois.

Section Ten.   Voting List.  (a) At least ten (10) days before each meeting of stockholders, the secretary or other officer of the corporation having charge of the transfer books shall compile a complete list, in alphabetical order, of the names and addresses of stockholders entitled to vote at such meeting, together with the number of shares held by each.  The list shall be kept on file at the principal office of the corporation and shall be subject to inspection by any stockholder during the ten days immediately prior to such meeting, during usual business hours.  The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder throughout the meeting.

(b) The original share ledger or transfer books, or a duplicate thereof kept in Illinois, shall be prima facie evidence as to who are the stockholders entitled to examine such list or share ledger or transfer books or to vote at any meeting of stockholders.

(c) Failure to comply with the requirements of this section shall not affect the validity of any action taken at a meeting of stockholders.

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Section Eleven.  Order of Business.  The order of business at the annual meeting of stockholders and, insofar as possible at all other meetings of stockholders, shall be as follows:

(a)Call to order.

(b)Proof of notice of meeting.

(c)Reading and disposing of any unapproved minutes.

(d)Reports of officers.

(e)Reports of committees.

(f)Election of directors.

(g)Disposition of unfinished business.

(h)Disposition of new business.

(i)Adjournment.

ARTICLE III.         BOARD OF DIRECTORS

Section One.   General Powers.  Subject to the limitations of the articles of incorporation, these bylaws, and the Illinois Business Corporation Act concerning corporate action that must be authorized or approved by the stockholders of the corporation, all corporate powers shall be exercised by or under the authority of the board of directors, and the business and affairs of the corporation shall be controlled by the board.

Section Two.  Number.  Tenure.  Qualifications, and Election.  The board of directors shall consist of five persons who need not be stockholders of the corporation.  The number of directors may be increased or decreased from time to time by amendment to these bylaws.  Directors of the corporation shall be elected at the annual meeting of stockholders, or at a meeting held in lieu thereof as provided in Article II Section One (b), above, and shall serve until the next succeeding annual meeting and until their successors have been elected and qualified.

Section Three.  Meetings.      (a) The board of directors shall hold an organizational meeting immediately following each annual meeting of stockholders.  Additionally, regular meetings of the board of directors shall be held at such times as shall be fixed from time to time by resolution of the board.

(b)           Special meetings of the board may be called at any time by the president, or, if the president is absent or is unable or refuses to act, by any vice president or by any one member of the board.

(c)           Notice need not be given of regular meetings of the board, nor need notice be given of adjourned meetings.  Notice of special meetings shall be in writing delivered in person or by mail at least five (5) days prior to the date of the meeting.  Neither the business to be transacted at nor the purpose of any such meeting need be specified in the

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notice.  Attendance of a director at a meeting shall constitute a waiver of notice of that meeting except where the director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, and meetings may be held at any time without notice if all directors are present, or if any absent directors waive notice in writing.

Section Four.   Quorum and Voting.        A majority of directors in office shall constitute a quorum for the transaction of business, and the acts a majority of directors present at a meeting at which a quorum is present shall constitute the acts of the board of directors.  If, at any meeting of the board of directors, less than a quorum is present, a majority of those present may adjourn a meeting, from time to time, until a quorum is present.  In the event vacancies created by the removal of a director or directors by the stockholders or by an increase in the number of directors, the remaining directors, although less than a quorum, may elect a successor or successors for the unexpired term or terms by majority vote.

Section Five.   Vacancies.         (a) A vacancy in the board of directors shall exist on the happening of any of the following events:

(1)A director dies, resigns, or is removed from office:

(2)The authorized number of directors is increased without the simultaneous election of a director or directors to fill the newly authorized position.

(3)The stockholders at any annual, regular, or special meeting at which directors are to be elected, elect less than the number of directors authorized to be elected at that meeting.

(4)The board of directors declares vacant the office of a director who has been adjudicated of unsound mind or has been finally convicted of a felony/or, within fifteen (15) days after notice of his election to the board, neither accepts the office in writing, nor attends a meeting of the board of directors.

A reduction in the authorized number of directors does not remove any director from office prior to the expiration of his term of office.

(b)           A vacancy in the board of directors, except a vacancy occurring by the removal of a director maybe filled by the vote of a majority of the remaining directors, even though less than a quorum is present.  Each director so elected shall hold office for the unexpired term of his predecessor in office.  Any directorship that is to be filled as a result of an increase in the number of directors must be filled by election at an annual or special meeting of stockholders called for that purpose.

Section Six.   Removal.           (a) At any regular meeting of stockholders, or at any special meeting called for such purpose, any director or directors may be removed from office with or without cause, by majority vote, except that if less than all the directors are to be removed, no individual director may be removed if the number of votes cast against

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his removal would be sufficient, if voted cumulatively at an election of the whole board to elect one or more directors.

(b)           New directors may be elected by the stockholders for the unexpired terms of directors removed from the office at the same meetings at which such removal are voted.  If the stockholders fail to elect persons to fill the unexpired terms of removed directors; such terms shall be considered vacancies to be filled by the remaining directors as provided in Section Five, above.

Section Seven.  Compensation.  Directors who are not employed as officers of the corporation or including directors also serving the corporation in another capacity and receiving separate compensation therefor, shall be entitled to receive from the corporation as compensation for their services as directors or such reasonable compensation as the board may from time to time determine, and shall also be entitled to reimbursement for any reasonable expenses incurred in attending meetings of directors.

Section Eight.  Indemnification.  The corporation shall indemnify all persons who have served or may serve at any time as officers or directors of the corporation and their heirs, executors, administrators, successors, and assigns, from and against any and all loss and expense, including amounts paid in settlement before or after suit is commenced, and reasonable attorneys’ fees actually and necessarily incurred as a result of any claim, demand, action, proceeding, or judgement that may be asserted against any such persons or in which any such persons are made parties by reason of their being or having been officers or directors of the corporation.  However, this right of indemnification shall not exist in relation to matters as to which it is adjudged in any action, suit, or proceeding that any such persons are liable for negligence or misconduct in the performance of duty and in any case the right to indemnification hereunder shall be subject to the approval of a majority of stockholders.

Section Nine.  Committees.        The board of directors may, by resolution adopted by a majority of the whole board, designate two or more directors to constitute an executive committee which, to the extent provided in such resolution, shall have and may exercise all of the authority of the board of directors in the management of the corporation, except that such committee shall have no authority in reference to amending the articles of incorporation, adopting a plan of merger or consolidation, suggesting to stockholders the sale, lease, exchange, mortgage, or other disposition of all or substantially all of the property and assets of the corporation other than in the usual course of business, recommending to stockholders a voluntary dissolution or a  revocation thereof, amending altering, or repealing any provisions of these bylaws, electing or removing directors or officers of the corporation or members of the executive committee, fixing the compensation of any member of the executive committee declaring dividends, or amending, altering or repealing any resolution of the board of directors, which by its terms, provides that it shall not be amended , altered, or repealed by the executive committee.  The board of directors shall have power at any time to fill vacancies in, to change the size or membership of, and to discharge any such committee.

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(b)           Any such executive committee shall keep a written record of its proceedings and shall submit such record to the whole board at each regular meeting thereof and at such other times as may be requested by the board. However, failure to submit such record, or failure of the board to approve any action indicated therein shall not invalidate such action to the extent it has been carried out by the corporation prior to the time the record thereof was or should have been submitted to the board as provided herein.

ARTICLE IV.         OFFICERS

Section One.   Enumeration of offices.             The corporation shall have as officers a president, a vice president, a secretary, and a treasurer.  The board of directors, in its discretion, may appoint a chairman of the board, one or more additional vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as the business of the corporation may require.

Section Two.  Election and Term of Office.     The principal officers of the corporation shall be elected by the board of directors at its organizational meeting immediately following the annual meeting of stockholders or as soon thereafter as is reasonably possible.  Subordinate officers may be elected from time to time as the board may see fit.  Each officer shall hold office until his successor is elected and qualified, or until his resignation, death, or removal.

Section Three.  Removal.            Any officer may be removed from office at any time, with or without cause, on the affirmative vote of a majority of the board of directors.  Removal shall be without prejudice to any contract rights of the officer removed.

Section Four.  Vacancies.            Vacancies in offices, however occasioned, may be filled by election by the board of directors at any time for the unexpired terms of such offices.

Section Five.         President: Powers and Duties.  Subject to any supervisory duties that may be given by the board or directors to any chairman of the board, the president shall be the principle executive officer of the corporation.  Subject to the control of the board of directors, the president shall supervise and direct generally all the business and affairs of the corporation.  The president shall preside at all meetings of stockholders at which he is present.  In the absence of the chairman of the board, or if there is no such chairman, the president shall preside at all meetings of the board of directors at which he is present.  The president may sign, with the secretary or any other officer of the corporation so authorized by the board of directors, certificates for shares of the corporation and any deeds, mortgages, bonds, contracts, or other instruments that the board of directors has tracts, or other instruments that the board of directors has authorized for execution, except when the signing and execution thereof has been expressly delegated by the board of directors or these bylaws to some other officer or agent of the corporation or is required by law to be otherwise signed or executed.  The

7

president shall also make reports to the board of directors and stockholders and in general shall perform all duties incident to the office of president and such other duties as may be prescribed from time to time by the board of directors.

Section Six.    Vice President; Powers and Duties.               In the absence of the president of the corporation or in the event of his death or inability or refusal to act, the vice president shall perform the duties of the president and, when so acting, shall act with all of the powers of and by subject to all the restrictions on the president.  In the event more than one vice president is elected, the vice president shall serve in the capacity of the president in the order designated at the time of their election, or, in the absence of any such designation, in the order of their election.  Any vice president may sign share certificates with the secretary or an assistant secretary.  The vice president or vice presidents shall also perform such other duties as may be assigned, from time to time by the president or the board of directors.

Section Seven.  Treasurer: Power and Duties.    The treasurer of the corporation shall have the following powers and duties:

(a)           To be custodian and take charge of and be responsible for all funds and securities of the corporation:

(b)           To receive and give receipts for money due and paid to the corporation from any source whatsoever:

(c)           To deposit all such monies paid to the corporation in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these bylaws:

(d)           To perform all of the duties incidental to the office of treasurer and such other duties as may be assigned to the treasurer, from time to time by the president or the board of directors:

(e)           To give a bond for faithful discharge of his duties when required to do so by the board of directors.

Section Eight.  Secretary, Powers and Duties.                The Secretary of the corporation shall have the following powers and duties:

(a)           To keep the minutes for the meetings of stockholders and of the board of directors, in one or more books provided for that purpose:

(b)           To see that all notices are duly given, in accordance with these bylaws or as required by law:

8

(c)           To be custodian of the corporate records and the seal of the corporation:

(d)           To see that the seal of the corporation is affixed to all documents duly authorized for execution under seal on behalf of the corporation.

(e)           To keep a register of the post office address of each stockholder whose address shall be furnished to the secretary by the stockholder:

(f)            To sign with the president, or a vice president, certificates for corporate shares the issuance of which have been authorized by resolution of the board of directors:

(g)           To have general charge of the stock transfer books of the corporation; and

(h)           To perform all duties incidental to the office of secretary and such other duties as may be assigned to the secretary, from time to time by the president or the board of directors.

Section Nine.  Subordinate Officers.       Other subordinate officers including without limitation an assistant treasurer or treasurers and an assistant secretary or secretaries, may be appointed by the board of directors from time to time, and shall exercise such powers and perform such duties as may be delegated to them by the resolutions adopted by the board of directors from time to time.

Section Ten.   Absence or Disability of Officers.           In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in his place during his absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer, or to any director, or to any other person whim it may select.

Section Eleven.          Salaries.            The salaries of all officers of the corporation shall be fixed from time to time by the board of directors.  No officer shall be disqualified from receiving a salary by reason of his also being a director of the corporation and receiving compensation therefor.

ARTICLE V.          STOCK CERTIFICATES

Section One. Form.          The shares of the corporation shall be represented by certificates signed by the chairman or a vice-chairman of the board of directors, if any, or the president or a vice president, and by the treasurer or an assistant treasurer or the secretary or an assistant secretary.  If a certificate is countersigned by a transfer agent or registrar other than one of the officers of the corporation enumerated above, any other signatures or countersignatures on the certificate may be facsimiles.  Each share certificate shall also state.

(a)That the corporation is organized under the laws of the State of Illinois:

(b)The name of the person to whom issued:

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(c)The number and class of shares and the designation of the series, if any,

which such certificate represents:

(d)           The par value of each share represented by such certificate, or a statement that such shares are without par value:

(e)           A statement that the shares represented by such certificate are fully paid and nonassessable.

Each certificate shall also set forth on the face or back thereof, a full summary or statement of all of the designations, preferences, qualifications, limitations, restrictions, and special or relative rights of the shares of each class authorized to be issued.

Section Two.  Subscriptions for Stock.            Unless otherwise provided in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors.  Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series, as the case may be.  In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

Section Three.  Transfers.           Transfer of shares of the corporation shall be made in the manner specified in the Illinois Uniform Commercial Code.  The corporation shall maintain stock transfer books, and any transfer shall be registered thereon only on request and surrender of the stock certificate representing the transferred shares, duly endorsed.  Additionally, the board of directors may appoint one or more transfer agents or transfer clerks and one or more registrars as custodians of the transfer books, and may require all transfers to be made with and all share certificates to bear the signatures of any of them.  The corporation shall have the absolute right to recognize as the owner of any shares of stock issued by it, for all proper corporate purposes, including the voting of such shares, and the issuance and payment of dividends on such shares, the person or persons in whose name the certificate representing such shares stands on its books.  However, if a transfer of shares is made solely for the purpose of furnishing collateral security, and if such fact is made known to the secretary of the corporation, or to the corporation’s transfer shall state the limited nature thereof.

Section Four.  Lost.  Destroyed and Stolen Certificates.               No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, destroyed, stolen, or mutilated except on production of such evidence and provision of such indemnity to the corporation as the board of directors may prescribe.

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ARTICLE VI.         CORPORATE ACTIONS

Section One.   Contracts.    The board of directors may authorize any officer to officers, or any agent or agents of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section Two.   Loans.          No loans shall be made by the corporation to its officers or directors, and no loans shall be made by the corporation secured by its shares.  No loans shall be made or contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by resolution of the board of directors.  Such authority may be general or confined to specific instances.

Section three.   Checks, Drafts, or Orders.       All checks, drafts, or other orders for the payment of money by or to the corporation, and all notes and other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agents or agents of the corporation and in such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

Section Four.   Bank Deposits.          All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.

Section Five.   Voting Securities Held by the Corporation.           Unless otherwise ordered by the board of directors, the president or any vice president and the secretary or an assistant secretary of the corporation shall have authority to vote, represent, and exercise on behalf of the corporation all rights incidental to any and all shares of any other corporation standing in the name of the corporation.  Such authority may be exercised by the designated officers in person or by proxy.

ARTICLE VII.       MISCELLANEOUS

Section One.   Reports to stockholders.           The board of directors shall cause an annual report to be sent to the stockholders of the corporation, not later than one hundred twenty (120) days after the close of the fiscal year of the corporation.  Such report shall include a balance sheet as of the close of the fiscal year of the corporation and an income statement for the year ending on such closing date.  Such financial statements shall be prepared from and in accordance with the books of the corporation in conformity with generally accepted accounting principles applied on a consistent basis, and shall be certified by an independent certified public accountant.

Section Two.   Inspection of Corporate Records.           The corporation shall keep correct and complete books and records of account and shall also keep minutes of all meetings of stockholders and directors.  Additionally, a record shall be kept at the principal office of the corporation, giving the names and addresses of all stockholders and the number and class or classes of shares held by each.  Any person who has been a stockholder of record or the holder of a voting trust certificate for at least six (6) months

11

immediately preceding his demand or who is the holder or record of at least five per cent (5%) of the outstanding shares of the corporation shall have the right to examine and copy, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the books and records of account of the corporation, the minutes, and the record of stockholders.

On the written request of any stockholder, the corporation shall mail to such stockholder within fourteen (14) days after receipt of such requests, a balance sheet as of the close of its latest fiscal year and a profit and loss statement for such fiscal year.  If such request is received by the corporation before such financial statements are available for its latest fiscal year, the corporation shall mail such financial statements with fourteen (14) days after they become available, but in any event within one hundred twenty (120) days after the close if its latest fiscal year.

Section Three.   Inspection of Articles of Incorporation and Bylaws.

The original or a copy of the articles of incorporation and bylaws of the corporation, as amended or otherwise altered to date, and certified by the secretary of the corporation shall, at all times, be kept at the principal office of the corporation.  Such articles and bylaws shall be open to inspection by all stockholders of record or holders of voting trust certificates at all reasonable times during the business hours of the corporation.

Section Four.   Fiscal Year. The fiscal year of the corporation shall be

Section Five.   Corporate Seal.           The board of directors shall adopt an official seal for the corporation, which shall be circular inform and be inscribed with the name of the corporation, the state of incorporation, and the words “Corporate Seal.”

ARTICLE VIII       AMENDMENTS

These bylaws may be altered, amended, or replaced by majority vote of the board of directors.

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EX-3.21

Exhibit 3.21

BCA-2.10 (Rev. Jul. 1984)		File #
	JIM EDGAR	This Space For Use By
Submit in Duplicate	Secretary of State	Secretary of State
Payment must be made by Certified	State of Illinois
Check, Cashiers' Check or a Money		Date		4-18-89
Order payable to “Secretary of
State”.	ARTICLES OF INCORPORATION	License Fee			$	.50
DO NOT SEND CASH!		Franchise Tax			$	25.00
		Filling Fee			$	75.00
		Clerk	/s/ [ILLEGIBLE]			100.50

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned incorporator(s) hereby adopt the following Articles of Incorporation.

ARTICLE ONE	The name of the corporation is		ILLINOIS MENTOR, INC.
			(Shall contain the word “corporation”, “company”, “Incorporation”.
	“limited”, or an abbreviation thereof)
ARTICLE TWO	The name and address of the initial registered agent and its registered office are:
	Registered Agent	TERENCE			M.	SHEEN
		First Name			Middle Name	Last Name
	Registered Office	180 W. Park Avenue
		Number		Street		Suite # (A P.O Box alone is not acceptable)
		Elmhurst,		60126		DuPage
		City		Zip Code		County
ARTICLE THREE	The purpose or purposes for which the corporation is organized are:
		If not sufficient space to cover this point, add one or more sheets of this size.
	The transaction of any or all lawful businesses for which corporations may be incorporated under the Illinois Business Corporation Act.  (§ 47.5)
ARTICLE FOUR	Paragraph 1: The authorized shares shall be:

	Class	* Par Value per share	Number of shares authorized
	Common	NPV	10,000
	Paragraph 2:  The preferences, qualifications, limitations, restrictions and the special or relative rights in
	respect of the shares of each class are:
PAID	If not sufficient space to cover this point, add one or more sheets of this size.
APRIL 18 1989
ARTICLE FIVE	The number of shares to be issued initially, and the consideration to be resolved by the corporation therefor, are:

	* Par Value	Number of shares	Consideration to be
Class	per share	proposed to be issued	received therefor
Common	NPV	100	$	1,000.00
			$
			$
			$
		Total	$	1,000.00

* A declaration as to a “par value” is optional.  This space may to marked “n/a” when no reference to a par value is desired.

ARTICLE SIXOPTIONAL

The number of directors constituting the initial board of directors of the corporation is                              , and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:

Name Residential Address

ARTICLE SEVEN OPTIONAL

(a)	It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$
(b)	It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$
(c)	It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be:	$
(d)	It is estimated that the gross amount of business which will be transacted from places of business in the State of Illinois during the following year will be:	$

ARTICLE EIGHT OTHER PROVISIONS

Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing pre-emptive rights; denying cumulative voting; regulating internal affairs; voting majority requirements; fixing a duration other than perpetual; etc.

NAMES & ADDRESSES OF INCORPORATORS

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated April 12, 1989

Signatures and Names		Post Office Address
1.	/s/ Terence M. Sheen	1.	180 W. Park Avenue
	Signature		Street
	TERENCE M. SHEEN		Elmhurst,	IL	60126
	Name (please print)		City/Town	State	Zip
2.		2.
	Signature		Street
	Name (please print)		City/Town	State	Zip
3.		3.
	Signature		Street
	Name (please print)		City/Town	State	Zip

(Signatures must be in ink on original document, Carbon copy, xerox or rubber stamp signatures may only be used on conformed copies)

NOTE:  If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its President or Vice-President and verified by him, and attested by its Secretary or an Assistant Secretary.

Form BCA - 2.10

File No.

ARTICLES OF INCORPORATION

FILED

APR 18 1989

JIM EDGAR

SECRETARY OF STATE

FEE SCHEDULE

The following fees are required to be paid at the time of issuing the Certificate of Incorporation: FILING FEE $75.00; INITIAL LICENSE FEE of 1/20th of 1% of the consideration to be received for initial issued shares (see Art 5), MINIMUM $.50; INITIAL FRANCHISE TAX OF 1/10th of 1% of the consideration to be received for initial issued shares (see Art 5), MINIMUM $25.00.

EXAMPLES OF TOTAL DUE

Consideration to be Received	TOTAL DUE*
up to $1,000	$	100.50
$      5,000	$	102.50
$    10,000	$	105.00
$    25,000	$	112.50
$    50,000	$	150.00
$  100,000	$	225.00

* Includes Filing Fee + License Fee + Franchise Tax

RETURN TO:

Corporation Department

Secretary of State

Springfield, Illinois 62756

Telephone (217) 782 -6961

C-162.8

File #  5548-9467
Form BCA-5.10
NFP-105.10
(Rev. Jan. 1999)
Jesse white
Secretary of State
Department of Business Services
Springfield, IL 62756		SUBMIT IN DUPLICATE
Telephone (217) 782-3647
http://www.sos.state.il.us	FILED	This space for use by
		Secretary of State
STATEMENT OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED	OCT 02 2001	Date 10 - 2 - 01
	JESSE WHITE SECRETARY OF STATE	Filing Fee         $ 5
		Approved : [ILLEGIBLE]
OFFICE		Remit payment in check or money order, payable to “Secretary of State.”

Type of print in black ink only.

See reverse side for signature(s).

PAID

OCT 03 2001

Expedited Services

1.	CORPORATE NAME:	Illinois Mentor, Inc.
2.	STATE OF COUNTRY OF INCORPORATION:		Illinois
3.	Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (before change):

Registered Agent	Prentice Hall Corporation
	First Name	Middle Name	Last Name

Registered Office	33 North LaSalle Street
	Number	Street	Suite No. (A P.O. Box alone is not acceptable)

Chicago	60602	COOK
City	ZIP Code	County

4. Name and address of the registered agent and registered office shall be (after all changes herein reported):

Registered Agent	C T Corporation System
	First Name	Middle Name	Last Name

Registered Office	c/o C T Corporation System, 208 South LaSalle Street
	Number	Street	Suite No. (A P.O. Box alone is not acceptable)

Chicago	60604	Cook
City	ZIP Code	County

5.	The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.
6.	The above change was authorized by: (“ý” one box only)
	a.	ý By resolution duly adopted by the board of directors.					(Note 5)
	b.	o By action of the registered agent.					(Note 6)
NOTE: When the registered agent changes, the signatures of both president and secretary are required.
7.	(If authorized by the board of directors, sign here. See Note 5)
	The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms,
under penalties of perjury, that the facts stated herein are true.
Dated	June 11		,	2001	Illinois Mentor, Inc.
	(Month & Day)			(Year)	(Exact Name of Corporation)
attested by		/s/ Elizabeth Hopper			by	/s/ Gregory Torres
		(Signature of Secretary or Assistant Secretary)				(Signature of President or Vice President)
		Elizabeth Hopper, Secretary				Gregory Torres, President
		(Type or Print Name and Title)				(Type or Print Name and Title)
(If change of registered office by registered agent, sign here. See Note 6)
	The undersigned, under penalties of perjury, affirms that the facts stated herein are true.
Dated			,		C T Corporation System
	(Month & Day)			(Year)	(Signature of Registered Agent of Record}

NOTES

1.	The registered office may, but need not be the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same.
2.	The registered office must include a street or road address; a post office box number alone is not acceptable.
3.	A corporation cannot act as its own registered agent.
4.	If the registered office is changed from one county to another, then the corporation must file with the recorder of deeds of the new county a certified copy of the articles of incorporation and a certified copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State.
5.	Any change of registered agent must be by resolution adopted by the board of directors. This statement must then be signed by the president (or vice-president) and by the secretary (or an assistant secretary).
6.	The registered agent may report a change of the registered office of the corporation for which he or she is registered agent. When the agent reports such a change, this statement must be signed by the registered agent.

EX-3.22

Exhibit 3.22

BYLAWS

OF

ILLINOIS MENTOR, INC.

ARTICLE I

OFFICES

The corporation shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office, and may have other offices within or without the state.

ARTICLE II

SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held on the first Monday in April of each year, or at such time as the Board of Directors may designate for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.

SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may be called by either the President, by the Board of Directors or by the holders of not less than one-fifth of all the outstanding shares of stock of the corporation entitled to vote, for the purpose or purposes stated in the call of the meeting.

SECTION 3. PLACE OF MEETINGS. The Board of Directors may designate any place, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at 180 W. Park Avenue, Elmhurst, Illinois.

SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets not less than 20 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction

1

of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his or her address as it appears on the records of the corporation, with postage thereon prepaid. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof as are announced at the meeting at which the adjournment is taken.

SECTION 5. FIXING OF RECORD DATE. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of the corporation may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 days and for a meeting of shareholders, not less than 10 days, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets, not less than 20 days before the date of such meeting. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. A determination of shareholders shall apply to any adjournment of the meeting.

SECTION 6. VOTING LISTS. The officer or agent having charge of the transfer book for shares of the corporation shall make, within 20 days after the record date for a meeting of shareholders or 10 days before such meeting, whichever is earlier, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of 10 days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder, and to copying at the shareholder’s expense, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

SECTION 7. QUORUM. The holders of a majority of the outstanding shares of the corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for consideration of such matter at any meeting of shareholders, but in no event shall a quorum consist of less than one-third of the outstanding shares entitled so to vote; provided that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting shall be the act of the shareholders, unless the vote of a greater number of voting by classes is required by the Business Corporation Act, the

2

articles of incorporation or these by-laws. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of shareholders from any meeting shall not cause failure of a duly constituted quorum at that meeting.

SECTION 8. PROXIES. Each shareholder may appoint a proxy to vote or otherwise act for him or her by signing an appointment form and delivering it to the person so appointed, but no such proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote in each matter submitted to vote at a meeting of shareholders, and in all elections for directors, every shareholder shall have the right to vote the number of shares owned by such shareholder for as many persons as there are directors multiplied by the number of such shares or to distribute such cumulative votes in any proportion among any number of candidates. Each shareholder may vote either in person or by proxy as provided in SECTION 8 hereof.

SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares held by the corporation in a fiduciary capacity may be voted and shall be entitled to vote at any given time.

Shares registered in the name of another corporation, domestic or foreign, may be voted by any officer, agent, proxy or other legal representative authorized to vote such shares under the law of incorporation of such corporation.

Shares registered in the name of a deceased person, a minor ward or a person under legal disability, may be voted by his or her administrator, executor or court appointed guardian, either in person or by proxy without a transfer of such shares into the name of such administrator, executor or court appointed guardian. Shares registered in the name of a trustee may be voted by him or her, either in person or by proxy.

Shares registered in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Any number of shareholders may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period not to exceed 10 years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, and by transferring their shares to such trustee or trustees for the purpose of the agreement. Any such trust agreement shall

3

not become effective until a counterpart of the agreement is deposited with the corporation at its registered office. The counterpart of the voting trust agreement so deposited with the corporation shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and shall be subject to examination by any holder of a beneficial interest in the voting trust, either in person or by agent or attorney, at any reasonable time for any proper purpose.

Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.

SECTION 11. CUMULATIVE VOTING. In all elections for directors, every shareholder shall have the right to vote in person or by proxy, the number of shares owned by him/her, for as many persons as there are directors to be elected, or to cumulate such votes, and give one candidate as many votes as the number of directors multiplied by the number of his/her shares shall equal, or to distribute them on the same principle among as many candidates as he/she shall think fit.

The articles of incorporation may be amended to limit or eliminate cumulative voting rights in all or specified circumstances, or to limit or deny voting rights or to provide special voting rights as to any class or classes or series of shares of the corporation.

SECTION 12. INSPECTORS. At any meeting of shareholders, the presiding officer may, or upon the request of any shareholder, shall appoint one or more persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders.

Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting and without a vote, if a consent in writing, setting further the action so taken shall be signed (a) if 5 days’ prior notice of the proposed action is given in writing to all of the shareholders

4

entitled to vote with respect to the subject matter hereof, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting or (b) by all of the shareholders entitled to vote with respect to the subject matter thereof.

Prompt notice of the taking of the corporation action without a meeting by less than unanimous written consent shall be given in writing to those shareholders who have not consented in writing. In the event that the action which is consented to is such as would have required the filing of a certificate under any section of the Business Corporation Act if such action had been voted on by the shareholders at a meeting thereof, the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of shareholders, that written consent has been given in accordance with the provisions of SECTION 7.10 of the Business Corporation Act and that written notice has been given as provided in such SECTION 7.10.

SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may be by voice unless the presiding officer shall order or any shareholder shall demand that voting be by ballot.

ARTICLE III

DIRECTORS

SECTION 1. GENERAL POWERS. The business of the corporation shall be managed by or under the direction of its board of directors. A majority of the board of directors may establish reasonable compensation for their services and the services of other officers, irrespective of any personal interest.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be one. Each director shall hold office until the next annual meeting of shareholders; or until his successor shall have been elected and qualified. Directors need not be residents of Illinois or shareholders of the corporation. The number of directors may be increased or decreased from time to time by the amendment of this section. No decrease shall have the effect of shortening the term of any incumbent director.

SECTION 3. REGULAR MEETING. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for holding of additional regular meetings without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or

5

persons authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors called by them.

SECTION 5. NOTICE. Notice of any special meeting shall be given at least 10 days previous thereto by written notice to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

SECTION 6. QUORUM. A majority of the number of directors fixed by these by-laws shall constitute a quorum for transaction of business at any meeting of the board of directors, provided that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting at any time without further notice.

SECTION 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute, there by-laws, or the articles of incorporation.

SECTION 8. VACANCIES. Any vacancy on the board of directors may be filled by election at the next annual or special meeting of shareholders. A majority of the board of directors may fill any vacancy prior to such annual or special meeting of shareholders.

SECTION 9. RESIGNATION AND REMOVAL OF DIRECTORS. A director may resign at any time upon written notice to the board of directors. A director may be reemoved with or without cause, by a majority of shareholders if the notice of the meeting names the director or directors to be removed at said meeting.

SECTION 10. INFORMAL ACTION BY DIRECTORS. The authority of the board of directors may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the directors entitled to vote.

SECTION 11. COMPENSATION. The board of directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise notwithstanding any director conflict of interest. By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board. No such payment previously mentioned in this section shall preclude any director from serving the coorporation in any

6

other capacity and receiving compensation therefor.

SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the board of directors at which action on any corporation matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 13. COMMITTEES. A majority of the board of directors may create one or more committees of two or more members to exercise appropriate authority of the board of directors. A majority of such committee shall constitute a quorum for transaction of business. A committee may transact business without a meeting by unanimous written consent.

ARTICLE IV

OFFICERS

SECTION 1. NUMBER. The officers of the corporation shall be a president, one or more vice-president, a treasurer, a secretary, and such other officers as may be elected or appointed by the board of directors. Any two or more offices may be held by the same person.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office-until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election of an officer shall not of itself create contract rights.

SECTION 3. REMOVAL. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. PRESIDENT. The president shall be the principal executive officer of the corporation. Subject to the direction and control of the board of directors, he/she shall be in charge of the business of the corporation; he shall see that the resolutions and directions of the board of directors are carried into effect except in those instances in

7

which that responsibility is specifically assigned to some other person by the board of directors; and, in general, he/she shall discharge all duties incident of the office of president and such other duties as may be prescribed by the board of directors from time to time. He shall preside at all meetings of the shareholders and of the board of directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these by-laws, he may execute for the corporation certificates for its shares, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. He may vote all securities which the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the board of directors.

SECTION 5. THE VICE-PRESIDENTS. The vice-president (or in the event there may be more than one vice-president, each of the vice-presidents) shall assist the president in the discharge of his/her duties as the president may direct and shall perform such other duties as from time to time may be assigned to him/her by the president or by the board of directors. In the absence of the president or in the event of his/her inability or refusal to act, the vice-president (or in the event there may be more than one board of directors, or by the president if the board of directors has not made such a designation, or in the absence of any designation, then in the order of seniority of tenure as vice president) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these by-laws, the vice-president (or each of them if there are more than one) may execute for the corporation certificates for its shares and any contracts, deeds, mortgages, bonds or other instruments which the board of directors has authorized to be executed, and he/she may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument.

SECTION 6. THE TREASURER. The treasurer shall be the principal accounting and financial officer of the corporation. He shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible therefor and for the receipt and disbursement thereof; and (c) perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors. If required by the board of directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors may determine.

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SECTION 7. THE SECRETARY. The secretary shall: (a) record the minutes of the shareholders’ and of the board of directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post-office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, or a vice-president, or any other officer thereunto authorized by the board of directors, certificates for shares of the corporation, the issue of which shall have been authorized by the board of directors, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or those by-laws; (f) have general charge of the stock transfer books of the corporation; (g) have authority to certify the by-laws, resolutions of the shareholders and board of directors and committees thereof, and other documents of the corporation as true and correct copies thereof, and (h) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the board of directors.

SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the president or the board of directors. The assistant secretaries may sign with the president, or a vice-president, or any other officer thereunto authorized by the board of directors, certificates for shares of the corporation, the issue of which shall have been authorized by the board of directors, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these by-laws. The assistant treasurers shall respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine.

SECTION 9. SALARIES. The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation

9

and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness is issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

SECTION 4. DEPOSITS. All funds of the corporation not. otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the board of directors may select.

ARTICLE VI

SHARES AND THEIR TRANSFER

SECTION 1. SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED SHARES. Shares either shall be represented by certificates or shall be uncertificated shares.

Certificates representing shares of the corporation shall be signed by the appropriate officers and may be sealed with the seal or a facsimile of the seal of the corporation. If a certificate is countersigned by a transfer agent or registrar, other than the corporation or its employee, any other signatures may be facsimile. Each certificate respresenting shares shall be consecutively numbered or otherwise identified, and shall also state the name of the person to whom issued, the number and class of shares (with designation of series, if any), the date of issue, and that the corporation is organized under Illinois law. If the corporation is authorized to issue shares of more than one class or of series within a class, the certificate shall also contract such information or statement as may be required by law.

Unless prohibited by the articles of incorporation, the board of directors may provide by resolution that some or all of any class or series of shares shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until the certificate has been surrendered to the corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the registered owner thereof a written notice of all information that would appear on a certificate. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated share shall be identical to those of the holders of certificates representing shares of the same class and series.

The name and address of each shareholder, the number and class of shares held and the date of which the shares were issued shall be entered on the books of the corporation. The person in whose name shares stand on the books of the corporation shall

10

be deemed the owner thereof for all purposes as regards the corporation.

SECTION 2. LOST CERTIFICATES. If a certificate representing shares has alledgedly been lost or destroyed the board of directors may in its discretion, except as may be required by law, direct that a new certificate be issued upon such indemnification and other reasonable requirements as it may impose.

SECTION 3. TRANSFERS OF SHARES. Transfer of shares of the corporation shall be recorded on the books of the corporation. Transfer of shares represented by a certificate, except in the case of a lost or destroyed certificate, shall be made on surrender for cancellation of the certificate for such shares. A certificate presented for transfer must be duly endorsed andd accompanied by proper guaranty of signature and other appropriate assurances that the endorsement is effective. Transfer of an incertificated share shall be made on receipt by the corporation of an instruction from the registered owner or other appropriate person. The instruction shall be in writing or a comunication in such form as may be agreed upon in writing by the corporation.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors.

ARTICLE VIII

DISTRIBUTIONS

The board of directors may authorize, and the corporation may make, distributions to its shareholders, subject to any restrictions in its articles of incorporation or provided by law.

ARTICLE IX

SEAL

The corporate seal shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Illinois.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced, provided that the affixing of the corporate seal to an instrument shall not give the instrument additional force or effect, or change the construction thereof, and the use of the corporate seal is not mandatory.

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ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of these by-laws or under the provisions of the articles of incorporation or under the provisions of The Business Corporation Act of the State of Illinois, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

ARTICLE XI

INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS

SECTION 1. The corporation shall 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 (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the 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 such person in connecion with such 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 corporaton, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 2. The corporation shall 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 such person 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) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnifaction shall be made in respect of

12

any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

SECTION 3. To the extent that a director, officer, employee or agent of a corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in sections 1 and 2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.

SECTION 4. Any indemnifaction under sections 1 and 2 shall be made by the corporation only as authorized in the specific case upon a determination that indemnifaction of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in sections 1 and 2. Such determination of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.

SECTION 5. Expenses incurred in defneding a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this article.

SECTION 6. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, emnployee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7. The corporation shall have power to purchase and maintain insurance on behalf of any person who 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, partnerhip, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of these sections.

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SECTION 8. If the corporation has paid indemnity or had advanced expenses to a director, officer, employee or agent, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.

SECTION 9. References to “the corporation” shall include, in addition to the surviving corporation, any merging corporation, including any corporation having merged with a merging corporation, absorbed in a merger which othrwise would have lawfully been entitled to indemnify its directors, officers, and employees or agents.

ARTICLE XII

AMENDMENTS

Unless the power to make, alter, amend or repeal the by-laws is reserved to the shareholders by the articles of incorporation, the by-laws of the corporation may be made, altered, amendeded or repealed by the shareholders or the board of directors, but no by-law adopted by the shareholders may be altered, amended or repealed by the board of directors if the by-laws so provide. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with the law or the articles of incorporation.

14

EX-3.23

Exhibit 3.23

BCA-2.10 (Rev. Jul. 1984)		File #
	JIM EDGAR	This Space For Use By
Submit in Duplicate	Secretary of State	Secretary of State
Payment must be made by Certified	State of Illinois
Check, Cashiers' Check or a Money		Date		11-21-88
Order payable to “Secretary of
State”.	ARTICLES OF INCORPORATION	License Fee			$	.50
DO NOT SEND CASH!		Franchise Tax			$	25.00
		Filing Fee			$	75.00
		Clerk	/s/ [ILLEGIBLE]			100.50

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned incorporator(s) hereby adopt the following Articles of Incorporation.

ARTICLE ONE	The name of the corporation is		Rehabilitation Achievement Center, Inc.
			(Shall contain the word “corporation”, “company”, “Incorporated”.
	“United”, or an abbreviation thereof)
ARTICLE TWO	The name and address of the initial registered agent and its registered office are:
	Registered Agent	Joseph			A.		Macaluso
		First Name			Middle Name		Last Name
	Registered Office	One North LaSalle Street, Suite 2717
		Number		Street		Suite # (A P.O Box alone is not acceptable)
		Chicago		60602			Cook
		City		Zip Code			County
ARTICLE THREE	The purpose or purposes for which the corporation is organized are:
		If not sufficient space to cover this point, add one or more sheets of this size.
See Attached.
ARTICLE FOUR	Paragraph 1: The authorized shares shall be:

	Class	* Par Value per share	Number of shares authorized
	COMMON	NA	4000
	Paragraph 2:  The preferences, qualifications, limitations, restrictions and the special or relative rights in
	respect of the shares of each class are:
	If not sufficient space to cover this point, add one or more sheets of this size.
ARTICLE FIVE	The number of shares to be issued initially, and the consideration to be received by the corporation therefor, are :

	* Par Value	Number of shares	Consideration to be
Class	per share	proposed to be issued	received therefor
COMMON	NA	2500	$	1,000.00
			$
			$
			$
		Total	$	1,000.00

* A declaration as to a “par value” is optional.  This space may be marked “n/a” when no reference to a par value is desired.

To purchase, acquire, hold improve, operate, sell, exchange, convey, assign, release, mortgage, incumber, lease, hire and deal in real and personal property of every kind, nature and description.

To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes, or the attainment of any of the objects or the furtherance of any of the powers hereinabove set forth either alone or in association with other corporations, firms, or individuals, and to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the aforesaid business or powers or any part or parts thereof. Without limiting the foregoing, to have all rights, powers and privileges authorized under the Business Corporation Act of the State of Illinois.

ARTICLE SIX	OPTIONAL
	The number of directors constituting the initial board of directors of the corporation is and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:

Name Residential Address

ARTICLE SEVEN OPTIONAL

(a)	It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$
(b)	It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$
(c)	It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be:	$
(d)	It is estimated that the gross amount of business which will be transacted from places of business in the State of Illinois during the following year will be:	$

ARTICLE EIGHT OTHER PROVISIONS

Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing pre-emptive rights; denying cumulative voting; regulating internal affairs; voting majority requirement; fixing a duration other than perpetual; etc.

NAMES & ADDRESSES OF INCORPORATORS

The undersigned incorporator (s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated October 21              , 1988

Signatures and Names		Post Office Address
1.	/s/ Maria Andricopulos	1.	One North LaSalle Street, Suite 2717
	Signature		Street
	Maria Andricopulos		Chicago                        IL              60602
	Name (please print)		City/Town                 State                 Zip
2.		2.
	Signature		Street
	Name (please print)		City/Town                 State                 Zip
3.		3.
	Signature		Street
	Name (please print)		City/Town                 State                 Zip

(Signatures must be in ink on original document, Carbon copy, xerox or rubber stamp signatures may only be used on conformed copies)

NOTE:  If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its President or Vice-President and verified by him, and attested by its Secretary or an Assistant Secretary.

Form BCA - 2.10

File No.

ARTICLES OF INCORPORATION

FILED

Nov 21 1988

JIM EDGAR

SECRETARY OF STATE

FEE SCHEDULE

The following fees are required to be paid at the time of issuing the Certificate of Incorporation: FILING FEE $75.00; INITIAL LICENSE FEE OF 1/20th of 1% of the consideration to be received for initial issued shares (see Art 5), MINIMUM $.50: INITIAL FRANCHISE TAX OF 1/10th of 1% of the consideration to be received for initial issued shares (see Art 5), MINIMUM $25.00.

EXAMPLES OF TOTAL DUE

Consideration to be Received		TOTAL DUE*
up to $1,000		$	100.50
$	5,000	$	102.50
$	10,000	$	105.00
$	25,000	$	112.50
$	50,000	$	150.00
$	100,000	$	225.00

* Includes Filling Fee + License Fee + Franchise Tax

RETURN TO:

Corporation Department

Secretary of State

Springfield, Illinois 62756

Telephone (217) 782 -6961

C-162.8

File #  5529-796-7
Form BCA-5.10
NFP-105.10
(Rev. Jan. 1999)
Jease white
Secretary of State
Department of Business Services
Springfield, IL 62756		SUBMIT IN DUPLICATE
Telephone (217) 782-3647		This space for use by
http://www.sos.state.il.us		Secretary of State
	FILED	Date   10 - 2 - 01
STATEMENT OF	OCT 02 2001	Filing Fee         $ 5
CHANGE
OF REGISTERED AGENT		Approved : [ILLEGIBLE]
AND/OR REGISTERED	JESSE WHITE
OFFICE	SECRETARY OF STATE	Remit payment in check or money order, payable to “Secretary of State.”

Type of print in black ink only.

See reverse side for signature(s).

PAID

OCT 03 2001

Expedited Services

1.	CORPORATE NAME:	Rehabilitation Achievement Center, Inc.
2.	STATE OR COUNTRY OF INCORPORATION:		Illinois
3.	Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (before change):

Registered Agent	Illinois Corporate Service Company
	First Name	Middle Name	Last Name

Registered Office	700 Second Street
	Number	Street	Suite No. (A P.O. Box alone is not acceptable)

Springfield	62704	Sangamon
City	ZIP Code	County

4. Name and address of the registered agent and registered office shall be (after all changes herein reported):

Registered Agent	C T Corporation System
	First Name	Middle Name	Last Name

Registered Office	c/o C T Corporation System, 208 South LaSalle Street
	Number	Street	Suite No. (A P.O. Box alone is not acceptable)

Chicago	60604	Cook
City	ZIP Code	County

5.	The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.
6.	The above change was authorized by: (“ý” one box only)
	a.	ý By resolution duly adopted by the board of directors.						(Note 5)
	b.	o By action of the registered agent.						(Note 6)
NOTE: When the registered agent changes, the signatures of both president and secretary are required.
7.	(If authorized by the board of directors, sign here. See Note 5)
	The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms,
under penalties of perjury, that the facts stated herein are true.
Dated	June 11		,	2001	Rehabilitation Achievement Center, Inc.
	(Month & Day)			(Year)	(Exact Name of Corporation)
attested by		/s/ Elizabeth Hopper			by		/s/ Gregory Torres
		(Signature of Secretary or Assistant Secretary)					(Signature of President or Vice President)
		Elizabeth Hopper, Secretary					Gregory Torres, President
		(Type or Print Name and Title)					(Type or Print Name and Title)
(If change of registered office by registered agent, sign here. See Note 6)
	The undersigned, under penalties of perjury, affirms that the facts stated herein are true.
Dated			,			C T Corporation System
	(Month & Day)			(Year)	(Signature of Registered Agent of Record)

NOTES

1.	The registered office may, but need not be the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same.
2.	The registered office must include a street or road address; a post office box number alone is not acceptable.
3.	A corporation cannot act as its own registered agent.
4.	If the registered office is changed from one county to another, then the corporation must file with the recorder of deeds of the new county a certified copy of the articles of incorporation and a certified copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State.
5.	Any change of registered agent must be by resolution adopted by the board of directors. This statement must then be signed by the president (or vice-president) and by the secretary (or an assistant secretary).
6.	The registered agent may report a change of the registered office of the corporation for which he or she is registered agent. When the agent reports such a change, this statement must be signed by the registered agent.

EX-3.24

Exhibit 3.24

BY-LAWS OF

REHABILITATION ACHIEVEMENT CENTER, INC.

ARTICLE I - - OFFICES

The corporation shall have and continuously maintain in the State of Illinois (a) a registered office which may be, but need not be, the same as its place of business and (b) a registered agent either an individual resident in Illinois, or a corporation authorized to transact business in Illinois. The resident agent’s office shall be identical with the registered office. The corporation may have other offices within or without the State of Illinois.

ARTICLE II - SHAREHOLDERS

1. ANNUAL MEETING

An annual meeting of the shareholder shall be held on the 21^st day of November in each year for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.

2. SPECIAL MEETINGS

Special meetings of the shareholders may be called by the president, by the board of directors or by the holders of not less than one-fifth of all the outstanding shares of the corporation. The purpose of the meeting shall be stated in the call of the meeting.

3. PLACE OF MEETING

Meetings of shareholders may be held at such place, either within or without the State of Illinois, as the board of directors determines. If no determination is made, the place of meeting shall be at the registered office of the Corporation in this State.

4. QUORUM

A majority of the outstanding shares entitled to vote on a matter represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of the outstanding shares entitled so to vote. If less than a majority of the outstanding shares is represented, than a majority of the shares represented may adjourn the meeting at any time without further notice. If a

1

quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on a matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by The Business Corporation Act, or the articles of incorporation or these by-laws. Withdrawal of shareholders from a meeting shall not cause failure of a quorum at the meeting.

5. VOTING OF SHARES

Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Shares of its own stock belonging to the corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.

A shareholder may vote or express consent to corporate action either in person or by proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

In all elections for directors every shareholder shall have the right to vote, in person or by proxy, for the number of shares owned for as many persons as there are directors to be elected, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of shares shall equal, or to distribute them on the same principle among as many candidates as the shareholder chooses.

Voting shall be by ballot on order of the presiding officer or demand by any shareholder. Otherwise, a voice vote shall be taken.

6. INFORMAL ACTION BY SHAREHOLDERS

Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed the holders of the number of shares required for action on the subject matter thereof.

ARTICLE III - BOARD OF DIRECTORS

1. GENERAL POWERS

The business and affairs of the corporation shall be managed by or under the direction of its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the

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management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of the State of Illinois.

2. NUMBER, TENURE AND QUALIFICATIONS

The number of directors of the corporation shall be Two (2). Each director shall hold office until the next annual meeting of shareholders and until a successor shall have been elected and qualified. Directors need not be residents of Illinois or shareholders of the corporation. The number of directors may be increased or decreased from time to time by amendment to the by-laws. A decrease in the number of directors may not shorten the term of any director in office.

3. REGULAR MEETINGS

A regular meeting of the board of directors, shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

4. SPECIAL MEETINGS

Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them.

5. DIRECTOR PARTICIPATION IN MEETING BY TELECOMMUNICATIONS

A director may participate in a meeting of the board of directors by means of conference telephone or similar communications equipment enabling all directors participating in the meeting to hear one another, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

6. NOTICE

Notice of any special meeting shall be given at least ten (10) days previously thereto by written notice delivered personally, or by telegram, mailgram or mailed to each director at the director’s business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, or mailgram such notice shall be deemed to be delivered when the telegram or mailgram is delivered to the telegraph company. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of

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such meeting.

7. QUORUM

At any meeting of the directors a majority of the number of directors fixed by these by-laws shall constitute a quorum for the transaction of business. If less than a majority of the directors is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

8. MANNER OF ACTING

The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is required by law, the articles of incorporation or these by-laws.

9. REMOVAL OF DIRECTORS

One or more of the directors may be removed, with or without cause at a meeting of shareholders by the affirmative vote of the holders of a majority of the outstanding shares then entitled to vote at an election of directors, except as follows:

(1) No director shall be removed at meeting of shareholders unless the notice of such meeting shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director or directors may be removed at such meeting.

(2) In the case where the corporation shall have cumulative voting, if less than the entire board is to be removed, no director may be removed, with or without cause, if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors.

(3) If a director is elected by a class or series of shares, he or she may be removed only by the shareholders of that class or series.

10. RESIGNATION

A director may resign at any time by giving written notice to the board of directors, its chairman, or to the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

11. PRESUMPTION OF ASSENT

A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the

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action taken unless (1) the director’s dissent is entered in the minutes of the meeting, (2) a written dissent to such action is filed with the person acting as the secretary of the meeting before the adjournment thereof or (3) written dissent is forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

12. COMMITTEES

A majority of the directors may create one or more committees and appoint members of the board to serve on the committee or committees. Each committee shall have two or more members, who serve at the pleasure of the board.

Unless the appointment by the board of directors requires a greater number, a majority of any committee shall constitute a quorum and a majority of a quorum is necessary for committee action. A committee may act by unanimous consent in writing without a meeting and, subject to the provisions of the by-laws or action by the board of directors, the committee by majority vote of its members shall determine the time and place of meetings and the notice required therefor.

To the extent specified by the board of directors, each committee may exercise the authority of the board of directors to the extent permitted by law.

13. INFORMAL ACTION BY DIRECTOR

Unless specifically prohibited by the articles of incorporation or these by-laws, any action required to be taken at a meeting of the board of directors of the corporation, or any other action which may be taken at a meeting of the board of directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by all of the directors entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be. Any such consent signed by all the directors or all the members of the executive committee shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Secretary of State or elsewhere.

ARTICLE IV - OFFICERS

1. ADDITIONAL OFFICERS

In addition to the president, secretary, treasurer and any other officers required by law, the corporation may have one or more vice presidents elected by the board of directors, one of whom may be designated as executive vice president. The corporation may also have such other or assistant officers as may be elected by, or appointed in a manner prescribed by, the board of directors.

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2. SENIORITY

The executive vice president, if there is one, shall be deemed senior to all other vice presidents. Unless otherwise determined by, or under rules prescribed by, the board of directors, seniority of any officer. shall be determined by length of continuous service in that office.

3. CONTINUATION IN OFFICE

Unless otherwise provided by the board of directors, every officer shall serve until death, incapacity, resignation or removal by the board of directors. Any resignation or removal shall be without prejudice to any contractual rights of the corporation or the officer.

4. DUTIES IN GENERAL

Subject to these by-laws, the authority and duties of all officers shall be determined by, or in the manner prescribed by, the board of directors. Except as may be specifically restricted by the board of directors, any officer may delegate any of his or her authority and duties to any subordinate officer.

5. DUTIES OF PRESIDENT

The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. The president may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, contracts, or other instruments that the board of directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

6. DUTIES OF VICE-PRESIDENT

In the absence or incapacity of the president, the senior vice president shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president. Each vice president shall perform any other duties as my be assigned by the president or by the board of directors.

7. DUTIES OF SECRETARY

The secretary shall keep the minutes of the shareholders’ and the directors’ meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as otherwise required, be custodian of the corporate records and of the seal of the corporation, keep a register of the

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post office addresses of each shareholder, have general charge of the share transfer books of the corporation, and in general perform all duties incident to the office of secretary and other duties as may be assigned by the president or by the board of directors.

8. DUTIES OF TREASURER

If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his or her duties in a sum and with any surety or sureties as the board of directors shall determine. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in the banks, trust companies or other depositories as shall be selected in accordance with these by-laws, and in general perform all the duties incident to the office of treasurer and such other duties as may be assigned by the president or the board of directors.

ARTICLE V - CERTIFICATES FOR SHARES AND THEIR TRANSFER

1. FORM OF CERTIFICATES

Certificates representing shares shall be in the form determined by the board of directors. All certificates issued shall be consecutively numbered or otherwise appropriately identified.

2. SHARE TRANSFER LEDGER

There shall be kept a share transfer ledger in which shall be entered full and accurate records including the names and addresses of all shareholders, the number of shares issued to each shareholder and the dates of issuance. All transfers of shares shall be promptly reflected in the share transfer ledger. Unless otherwise directed by the board of directors, the share transfer ledger shall be kept at the principal office of the corporation.

3. TRANSFER OF SHARES

Upon (a) receipt of the certificate representing the shares to be transferred, either duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, (b) payment of any required transfer taxes, and (c) payment of any reasonable charge the board of directors may have established, the surrendered certificate shall be cancelled and a new certificate or certificates shall be issued to the person(s) entitled to it.

4. REPLACEMENT CERTIFICATES

Replacement certificates will be issued at the request of the shareholder upon payment of any reasonable charge the board of directors may have established. In case of

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a lost, mislaid, destroyed or mutilated certificate, proof of the facts, by affidavit or otherwise, may also be requied, as may be a bond or other proper indemnification for the corporation and its agents.

5. RECORD OWNER TO BE TREATED AS OWNER

Unless otherwise directed by a court of competent jurisdiction, the corporation shall treat the holder of record of any share as the holder in fact and accordingly shall not recognize any equitable or other claim to or interest in the shares on the part of any other persons, whether or not it shall have express or other notice of it.

ARTICLE VI - AMENDMENTS

Unless the power to make, alter, amend or repeal the by-laws is reserved to the shareholders by the articles of incorporation, the by-laws of the corporation may be made, altered, amended or repealed by the shareholders or the board of directors, but no by-law adopted by the shareholders may be altered, amended or repealed by the board of directors if the by-laws so provide. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

ARTICLE VII - CLOSE CORPORATION

If the corporation is organized under or elected to be subject to The Close Corporation Act and the articles of incorporation or a written agreement between all the shareholders provide that the business of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors,

(1) No meeting of shareholders need be called to elect directors, and

(2) Unless the context clearly requires otherwise the shareholders of the corporation shall be deemed to be directors for purposes of applying the provisions of these by-laws.

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BY-LAWS AMENDMENT

ARTICLE IV

9.Members of the Board of Directors shall always conduct themselves with the intent of placing the interests of the corporation first and foremost. In the event that any Board Member is deemed to have a potential conflict of interest in a voting matter, that Board Member shall be excused from voting on that issue.

Adopted on 8/4/93 by

By:	/s/ Mary K. Clements
	Secretary
By:	/s/ Richard E. Sarber
	Chairman
By:	/s/ Mary K. Clements
	Director
By:	/s/ Richard E. Sarber
	Director

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EX-3.25

Exhibit 3.25

[ILLEGIBLE]

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL JOSEPH CONNOLLY. Secretary

ONE ASHBURTON PLACE, BOSTON, MASS. 02108

ARTICLES OF ORGANIZATION

(Under G.L. Ch. 156B)

Incorporators

/s/ [ILLEGIBLE]

Examiner

NAME: POST OFFICE ADDRESS

Include given name in full in case of natural persons; in case of a corporation, give state of incorporation.

E. Byron Hensley	99 State Street
	Boston, MA 02109

/s/ [ILLEGIBLE]

Name

Approved

The above-named incorporator(s) do hereby associate (themselves) with the intention of forming a corporation under the provisions of General Laws, Chapter 156B and hereby state(s):

1.The name by which the corporation shall be known is:

Massachusetts Mentor, Inc.

2.The purpose for which the corporation is formed is as follows:

To provide human and health services, and in general, to carry on any business which may lawfully be carried on by any corporation organized under Massachusetts General Laws, Chapter 156B, as amended.

Co

Pý

Mo

F.A.o

4

P.C.

Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on separate sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated.

3.The total number of shares and the par value, if any, of each class of stock within the corporation is authorized as follows.

	WITHOUT PAR VALUE	WITH PAR VALUE
CLASS OF STOCK	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE	AMOUNT
Preferred				$
Common		300,000	.10	$	30,000

*4.If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established:

None

*5.The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

None

*6.Other lawful provisions, if any, for the conduct and regulation of business and affairs of the corporation, for its voluntary dissolution or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders.

1.Meetings of the stockholders may be held anywhere in the U.S.

2.The Directors may amend, add to or repeal the By-laws, in whole or in part, except with respect to any provision thereof which by law or the By-laws, requires action by the Stockholders.

3.The corporation may be a partner in any business enterprise which it would have power to conduct by itself.

* If there are no provisions state “None”.

7.By-Laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk, whose names are set out below, have been duly elected.

8.The effective date of organization of the corporation shall be the date of filing with the Secretary of the Commonwealth. If a later date is desired, specify date (not more than 30 days after the date of the filing.

9.The following information shall not for any purposes be treated as a permanent part of the Articles of Organization of the corporation.

(a)The post office address of the initial principal office of the corporation of Massachusetts is

99 State Street, Boston, Massachusetts

(b)The name, residence and post office address of each of the initial directors and following officers of the corporation are as follows:

NAME	RESIDENCE	POST OFFICE ADDRESS
President:	E. Byron Hensley, Jr.	99 State Street, Boston, MA
Treasurer:	E. Byron Hensley, Jr.	99 State Street, Boston, MA
Clerk:	Harvey Lowell,	99 State Street, Boston, MA
Directors:	E. Byron Hensley, Jr.	99 State Street, Boston, MA
	Harvey Lowell,	99 State Street, Boston, MA

c.The date initially adopted on which the corporation’s fiscal year ends is.

June 30

d.The date initially fixed in the by-laws for the annual meeting of stockholders of the corporation is:

Second Wednesday in September

e.The name and business address of the resident agent, if any, of the corporation is:

N/A

IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATORS sign(s) these Articles of Organization the 24th day of August 1983.

/s/ E. Byron Hensley, Jr.

E. Byron Hensley, Jr.

The signature of each incorporator which is not a natural person must be an individual who shall show the capacity in which he acts and by signing shall represent under the penalties of perjury that he is duly authorized on its behalf to sign these Articles of Organization.

[SEAL]

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF ORGANIZATION

GENERAL LAWS, CHAPTER 156B, SECTION 12

I hereby certify that, upon an examination of the within-written articles of organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with and I hereby approve said articles; and the filing fee in the amount of $150.00 having been paid, said articles are deemed to have been filed with me this 24th day of August 1983

A TRUE COPY ATTEST

/s/ William Francis Galvin

WILLIAM FRANCIS GALVIN

SECRETARY OF THE COMMONWEALTH

DATE: 10/15/04 Clerk:

Effective date
	/s/ Michael Joseph Connolly
	MICHAEL JOSEPH CONNOLLY
	Secretary of State

PHOTO COPY OF ARTICLES OF ORGANIZATION TO BE SENT

TO BE FILLED IN BY CORPORATION

TO:Betty P. Zedros

Hemenway & Barnes

60 State Street

Boston, MA 02109

Telephone(617) 227-7940

FILING FEE: 1/20 of 1% of the total amount of the authorized capital stock with par value, and one cent a share for all authorized shares without par value, but not less than $125. General Laws, Chapter 156B. Shares of stock with a par value less than one dollar shall be deemed to have par value of one Dollar per share

[ILLEGIBLE]

SEP 07 1983.

EX-3.26

Exhibit 3.26

Massachusetts Mentor, Inc.

BY-LAWS

ARTICLE I

General Provisions

Section 1. Name- The name of the corporation shall be Massachusetts Mentor, Inc.

Section 2. Location- The principal office of the corporation shall initially be located at the place set forth in the Articles of Organization of the corporation.  The directors may establish other offices and places of business in Massachusetts or elsewhere.

Section 3. Fiscal Year- Except as from time to time otherwise determined by the directors, the fiscal year of the corporation shall end on the last day of June of each year.

ARTICLE II

Meetings of the Stockholders

Section 1. Annual Meetings- An annual meeting of the stockholders shall be held on the second Wednesday in September (or on the next business day if that is a legal holiday) at 10:00 o’clock A.M. unless a different hour is fixed by the President or the directors and stated in the notice of meeting.  The purposes for which the annual meeting is to be held, in addition to those prescribed by law, the Articles of Organization or these By-laws, may be specified by the President or the directors.  In the event that an annual meeting is not held on the date fixed in these By-laws, a special meeting may be held in lieu thereof with all the force and effect of an annual meeting.

Section 2. Special Meetings- Special meetings of the stockholders may be called by the President or the directors, and stockholder may be called by the President or the directors, and shall be called by the Clerk (or in case of the death, absence, incapacity or refusal of the Clerk, by any other officer) upon written application or one or more stockholders who hold at least 10% of the capital stock entitled to vote thereat.

Section 3. Place of Meetings- All meetings of the stockholders shall be held at the principal office of the corporation unless a different place within the United States is fixed by the President or the directors and stated in the notice of meeting.

Section 4. Notice of Meetings- A written notice of each meeting of the stockholders, stating the place, date and hour thereof and the purposes for which the

1

meeting is to be held, shall be given by the Clerk (or in case of the death, absence, incapacity or refusal of the Clerk, by any other officer) at least seven days before the meeting to each stockholder of record entitled to vote thereat, and to each stockholder, who, under the Articles of Organization of these By-laws, is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it postage prepaid and addressed to such stockholder at his address as it appears in the records of the corporation.  Notice of a meeting need not be given to a stockholder if a written waiver of notice, executed before or after the meeting by such stockholder of his attorney thereunto authorized, is filed with the records of the meeting.

Section 5. Quorum- The holders of a majority in interest of all stock issued, outstanding and entitled to vote, present or represented by proxy, shall constitute a quorum at any meeting of the stockholder.  If a quorum shall not be present or represented at any meeting of the stockholders, a lesser number may, without further notice, adjourn the meeting to any other time.

Section 6. Voting and Proxies- The corporation shall not directly or indirectly vote any share of its own stock.  Stockholders entitled to vote shall have one vote for each share of stock owned of record by them.  Stockholders may vote either in person or by written proxy dated not more than six months before the meeting named therein.  Proxies shall be filed with the clerk of the meeting or of any resumed meeting, before being voted.  Except as otherwise limited therein, proxies shall entitle the persons named therein to vote at any resumed meeting but shall not be valid after final adjournment of such meeting.  A proxy with respect to stock held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the corporation receives a specific written notice to the contrary from any one of them.  A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise, in which event the burden or proving invalidity shall rest on the challenger.

Section 7. Action at Meetings- When a quorum is present at any meeting, the holders of a majority in interest of the stock having voting power, present or represented by proxy and voting on a matter, shall we decide any matter to be voted on by the stockholders, including the election of officers and directors, except where a different vote is required by law, the Articles of Organization, these By-laws or any agreement between the corporation and the stockholders.  Any election by stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote in the election.  No ballot shall be required for any election unless requested by a stockholder present or represented by proxy at the meeting and entitled to vote in the election.

Section 8. Action by Consent- Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action by a writing filed with the records of the meetings of stockholders.  Such consent shall be treated for all purposes as a vote at a meeting.

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ARTICLE III

Directors

Section 1. Powers- The business and property of the corporation shall be managed by a board of directors who may exercise all the powers of the corporation which are not expressly reserved to the stockholders by law, the Articles of Organization or these By-laws.

Section 2. Election- A board of directors of such number as shall be fixed by the stockholders shall be elected at the annual meeting of the stockholders.  The number of directors shall not be fixed at less than three, except that whenever there shall be fewer than three stockholders the number of directors may be fixed at not less the number of stockholders.  No director need be a stockholder.  Except as otherwise provided by law, the Articles of Organization or these By-laws, directors shall hold office until the next annual meeting of stockholders and thereafter until their respective successors are chosen and qualified.  Any vacancy in the board may be filled by the directors.

Section 3. Resignation and Removal- Any director may resign by delivering his written resignation to the corporation at its principal office or to the President or Clerk and such resignation shall be effective upon receipt unless it is specified to be effective at some later time.  A director may be removed from office (a) with or without cause by vote of a majority in interest of the stockholders entitled to vote at a special meeting called for the purpose, or (b) for cause by vote of a majority of the directors then in office, at a special meeting called for the purpose.  A director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him, and said notice shall contain a statement of the causes assigned for such proposed removal.

Section 4. Meetings- Regular meetings of the directors may be held without call or notice at such places and times as the directors may from time to time determine, provided that any director who is absent when such determination is made shall be given notice thereof.  A regular meeting of the directors shall be held at the same place as the annual meeting of the stockholders, or the special meeting held in lieu thereof, following such meeting of stockholders.  Special meetings of the directors may be held at any time and place designated in a call by the President, the Treasurer or two or more directors.

Section 5. Notice of Special Meetings- Notice of all special meetings of the directors shall be given to each director by the Clerk or, in case of the death, absence, incapacity or refusal of the Clerk, by the officer or one of the directors calling the meeting.  Such notice shall be given to each director in person or by telephone or telegram sent to his business or home address at least twenty-four hours in advance of the meeting, or by mail addressed to his business or home address and postmarked at least forty-eight hours in advance of the meeting.  Except as required by law and these By-laws as a condition to the removal of a director, notice of a special meeting need not be given to any director if a written waiver of notice, executed by him before or after the

3

meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.  A notice or waiver of notice need not specify the purpose of any special meeting unless such purpose is the removal of a director or an officer.

Section 6. Quorum- At any meeting of the directors, two-thirds of the directors then in office shall constitute a quorum for the transaction of business, but a lesser number may without further notice adjourn the meeting to any other time.

Section 7. Action at Meetings- At any meeting of the directors at which a quorum is present, the vote of a majority of those present shall decide any matter, unless a different vote is specified by law, the Articles of Organization or these By-laws.

Section 8. Action by Consent- Any action by the directors may be taken without a meeting if a written consent thereto is signed by all the directors and filed with the records of the meetings of the directors.  Such consent shall be treated for all purposes as a vote at a meeting.

Section 9.  Executive Committee- The directors may, by vote of a majority of the directors then in office, elect from their number an executive committee and may by like vote delegate thereto some or all of their powers except those which by law, the Articles of Organization or these By-laws they are prohibited from delegating.  The executive committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted as nearly as may be practicable in the same matter as is provided by these By-laws for the business of the directors.

ARTICLE IV

Officers

Section 1. Officers- The officers of the corporation shall consist of a President, a Treasurer, a Clerk, and such other officers as the directors may determine.

Section 2. Election- The President, Treasurer and Clerk shall be elected annually by the directors at their first regular meeting following the annual meeting of the stockholders.  Other officers may be chosen by the directors at such meeting or any other meeting.  No officer need be a stockholder or a director.  Any two or more offices may be held by the same person, provided that the President and the Clerk shall not be the same person.  The Clerk shall be a resident of the Commonwealth of Massachusetts unless the corporation shall have a resident agent for the service of process appointed in the manner prescribed by law.  Except as otherwise provided by law, the Articles of Organization or these By-laws, the President, Treasurer and Clerk shall hold office until the first regular meeting of the directors following the next annual meeting of the stockholders and thereafter until their respective successors are chosen and qualified.  All other officers shall hold office until the first regular meeting of the directors following the next annual

4

meeting of the stockholders and thereafter until their respective successors are chosen and qualified, unless appointed to a shorter term.

Section 3. Resignation and Removal- Any officer may resign by delivering his written resignation to the corporation at its principal office or the President or Clerk, and such resignation shall be effective upon receipt unless it is specified to be effective at some later time.  The directors may remove any officer with or without cause by vote of a majority of the directors then in office, provided that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the board of directors, and said notice shall contain a statement of the causes assigned for such proposed removal.

Section 4. President and Vice Presidents- The President shall be the chief executive officer of the corporation and shall, subject to the direction and control of the board of directors, have general charge and supervision of the business of the corporation.  Unless otherwise provided by the directors, he shall preside when present at all meetings of the stockholders and directors.  He shall have such other powers and duties as are usually incident to his office as may be vested in him by these By-laws or from time to time designated by the directors.

Any Vice President shall have such powers and duties as may be vested in him by these By-laws or from time to time designated by the directors.

Section 5. Treasurer and Assistant Treasurers- The treasurer shall, subject to the direction and control of the board of directors, have general charge of the financial affairs of the corporation and shall keep full and accurate books of account.  He shall have custody of all funds, securities and valuable documents of the corporation, except as the directors may otherwise provide, and shall render a statement of the financial affairs of the corporation at each annual meeting of the stockholders and to the directors and President upon request.  He shall have such other powers and duties as are usually incident to his office and as may be vested in him by these By-laws or from time to time designated by the directors.

Any Assistant Treasurer shall have such powers and duties as may be vested in him by these By-laws or from time to time designated by the directors.

Section 6. Clerk and Assistant Clerks- The Clerk shall give such notices of meetings of stockholders and directors as are required by these By-laws and shall keep a record of all the meetings of stockholders and directors.  Unless a transfer agent is appointed, she shall keep in Massachusetts, at the principal office of the corporation or at his office, the stock and transfer records of the corporation in which shall be contained the names and record addresses of all stockholders and the amount of stock held by each.  He shall have such other powers and duties as are usually incident to his office and as may be vested in him by these By-laws or from time to time designated by the directors.

Any Assistant Clerk shall have such powers and duties as may be vested in him by these By-laws or from time to time designated by the directors.  In the absence of the

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Clerk from any meeting of stockholders or directors, an Assistant Clerk or, if none, a temporary clerk designated by the person presiding at the meeting, shall perform the duties of the Clerk.

ARTICLE V

Indemnification of Directors and Officers

Section 1. Indemnification- The corporation shall indemnify each director, officer, employee and other agent and each former director, officer, employee and other agent and each person who serves or may have served at the request of the corporation as a director, officer, employee or other agent of another organization in which it directly or indirectly owns shares or of which it is a creditor, and his heirs, executors and administrators, against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any action, suit or proceeding to which he may be made a party, or in which he may become involved, by reason of his being or having been a director, officer, employee or other agent of the corporation or, at its request, of any other such organization, whether or not he continues to be a director, officer, employee or other agent at the time of incurring such expenses or liabilities, except in respect to matters as to which he shall be finally adjudged in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation, or to be liable for gross negligence or willful malfeasance; provided, that in the event of a settlement of any such action, suit or proceeding, indemnification shall be provided only in connection with such matters covered by the settlement as to which the corporation is advised by written opinion of counsel that the director, officer, employee or other agent to be indemnified did not commit a breach of duty owed to the corporation and only if a majority of disinterested directors approves the settlement and indemnification as being in the best interests of the corporation.  The foregoing right of indemnification shall be in addition to and not exclusive of any other rights to which any person indemnified pursuant to this section may be entitled under any agreement or pursuant to any vote of directors or stockholders or otherwise.

ARTICLE VI

Stock

Section 1. Certificates- Each stockholder shall be entitled to a certificate of the capital stock of the corporation in such form as may be prescribed from time to time by the board of directors.  The certificate shall be signed by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, and such signatures may be facsimiles if the certificate is countersigned by a transfer agent or a registrar who is not a director, officer or employee of the corporation.  In the event that any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to hold office before such certificate is issued, it may be issued by the corporation with the same effect is if he held such office at the time of its issuance.

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Every certificate for shares of stock which are subject to any restriction on transfer pursuant to the Articles of Organization, these By-laws or any agreement to which the corporation is a party, shall have the existence of such restriction noted conspicuously on the certificate and shall also set forth on its face or back the full text of the restriction or a statement that the corporation will furnish a copy of such text to the holder of such certificate upon written request and without charge.  Every certificate issued when the corporation is authorized to issue more than one class or series of stock shall set forth on its face or back the full text of relative rights of the shares of each class and series authorized to be issued or a statement of the existence of such preferences, voting powers, qualifications and rights, and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

Section 2. Issuance- Unless otherwise voted by the stockholder, any unissued capital stock from time to time authorized under the Articles of Organization and any capital stock of the corporation held in its treasury may be issued or disposed of by vote of the board of directors in such manner, for such consideration and upon such terms consistent with law as the directors may determine.

Section 3. Transfers- Subject to the restrictions, if any, stated or noted on the stock certificates, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefore properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signatures as the corporation or its transfer agent may reasonably require.  Except as may be otherwise required by law, the Articles of Organization or these By-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividend and the right to vote with respect to such stock, until the shares have been transferred on the books of the corporation in accordance with the requirements of these By-laws.

It shall be the duty of each stockholder to notify the corporation of his mailing address.

Section 4. Record Date- The directors may fix in advance a time of not more than sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend or the making of any distribution to stockholder, or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting, and any resumed meeting, or the right to so consent or dissent.  In such event, only the stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date.  Without fixing a record date the directors may for any of such purposes close the transfer books for all or any part of such sixty-day period.

Section 5. Dividends- Except as restricted by law, the Articles of Organization or any agreement to which the corporation may be a party, dividends upon the capital stock

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of the corporation may be declared by the board of directors at any regular or special meeting and may be paid in cash, in property or in shares of the capital stock.

Section 6. Replacement of Certificates- If any certificate of stock is lost, stolen, mutilated or destroyed, the corporation may, on such terms as to proof, indemnity or otherwise as the directors may prescribe (which shall in the case of a mutilated certificate include the surrender thereof), issue a new certificate in place thereof.

ARTICLE VII

Restrictions on the Transfer of Stock

Section 1. Voluntary Transfer. (a) Any stockholder who desires to transfer all or any part of the stock owned by him without consideration, shall notify the corporation in writing, naming the proposed transferee and one arbitrator.  The corporation may within thirty (30) days thereafter given written notice to the stockholder naming a second arbitrator.  The two arbitrators so named shall within ten (10) days name a third.  It shall then be the duty of the arbitrators to ascertain by majority vote within an additional thirty (30) days that fair market value of the stock.  After the report of the arbitrators as to such value, the board of directors shall have an additional thirty (30) days within which to purchase such stock or to designate a person or persons to purchase the same or any specified part thereof at such value.  Written notice of such determination shall be given to the stockholder within such thirty (30) day period.  If the corporation shall not have exercised its rights under this paragraph, the stockholder may dispose of the same in the manner set out in his written notice within thirty (30) days after the expiration of the last thirty (30) day period.  If the stockholder does not so dispose of such stock, all of the restrictions imposed herein shall apply to all of the stock owned by him.

(b) Any stockholder who desires to sell or otherwise transfer for consideration all or any part of the stock owned by him shall first make a written offer of such stock for sale to the corporation or to one or more purchasers to be designated by the board of directors acting on behalf of the corporation at the same price and upon the same terms offered to such stockholder by an identified bona fide prospective purchaser of such stock.  The corporation shall have the option for a period of thirty (30) days following its receipt of such written offer to accept such offer by causing a written notice to be sent to such stockholder stating that the corporation itself will purchase such stock or stating the name or names of the purchaser or purchasers of such stock or specified part thereof designated by the board of directors.  Such option shall terminate if the corporation shall have failed to exercise the same within such thirty (30) day period.

In the event that the corporation does not elect to exercise its option hereunder, the stockholder so desiring to sell all or any part of his stock shall have the right for a period ending on the thirtieth (30^th) day after the expiration of the aforesaid thirty (30) day option period to sell such stock to, and only to, the aforesaid bona fide prospective purchaser in the same quantity, at the same price, and upon the same terms as were specified in the offer to the corporation or to the person or persons designated by the

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board of directors.  Upon the expiration of such thirty (30) day period, if such stockholder has not sold such stock as provided herein, all of the restrictions imposed herein shall apply to all of the stock owned by the stockholder.

Section 2. Involuntary Transfer.  Any person acquiring any shares of stock by the insolvency or bankruptcy of any stockholder, by the foreclosure of any pledge or hypothecation, or by any other involuntary transfer or assignment, or by death, or otherwise by process of law, before being entitled to exercise any rights as a holder of such stock of the corporation, shall offer in wiring all of such acquired share to the corporation for purchase by it and deliver to the corporation together with such offer, (a) the certificate or certificates representing all of such shares of stock, (b) proper proof or authentication of such person’s right to acquire such shares and to transfer the same, and (c) a stock power or powers duly executed in blank by such person.  Such offer shall be made within thirty (30) days of such involuntary transfer and shall name one arbitrator.

The corporation may within thirty (30) days thereafter give written notice to the stockholder naming a second arbitrator.  The two arbitrators so named shall within ten (10) days name a third.  It shall then be the duty of the arbitrators to ascertain by majority vote within an additional thirty (30) days the fair market value of the stock.  After the report of the arbitrators as to such value, the board of directors shall have an additional thirty (30) days within which to purchase the same or any specified part thereof such value.  In the event that the corporation does not elect to exercise its option hereunder, the shares of stock so acquired shall be transferred on the books of the corporation into the name of the person acquiring the same and such stock shall thereafter be the subject to all the restrictions imposed by this Article.

Section 3. Miscellaneous.  No shares of stock shall be sold or transferred on the books of the corporation until the provisions contained herein have been complied with, but the board of directors may in any particular instance waive these requirements.

A pledge or hypothecation shall not be subject to this restriction, and prior to foreclosure no transfer of the shares pledged or hypothecated shall be made by the corporation on its books (except to any extent required by law).  If the pledge or hypothecation shall be foreclosed, any such transfer shall be subject to this restriction.

The following statement shall be legibly stamped or endorsed upon each certificate of stock of the corporation now owned or hereafter acquired:

“This certificate is subject to and transferable on the books of the corporation only upon compliance with the provisions of the stock restriction provisions applicable thereto, a copy of which will be supplied to the holder of this certificate without charge upon written request to the clerk of the corporation.”

Each stockholder shall surrender to the corporation all of the certificates of stock in the corporation now owned hereafter acquired by him and the corporation shall

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inscribe thereon the legend set forth in the preceding sentence and return said certificates to the stockholder.

ARTICLE VIII

Miscellaneous Provisions

Section 1. Execution of Instruments- All contracts, deeds, leases, bonds, notes, checks and other instruments authorized to be executed by an officer of the corporation in its behalf shall be signed by the President or the Treasurer except as the directors may generally or in particular cases otherwise determine.

Section 2. Voting of Securities- Except as the board of directors may otherwise designate, the President or Treasurer may waive notice of, and appoint any person or persons (with or without power of substitution) to act as proxy or attorney in fact for this corporation at any meeting of stockholders of any other corporation, the securities of which may be held by this corporation.

Section 3. Corporate Records- The original or attested copies of the Articles of Organization, By-laws and records of all meetings of the incorporators and stockholders, and the stock and transfer records, which shall contain the names of record addresses of all stockholders and the amount of stock held by each, shall be kept in Massachusetts at the principal office of the corporation or at an office of its transfer agent or of the Clerk, but such corporate records need not all be kept in the same office.  They shall be available at all reasonable times to inspection by any stockholder for any purpose in the proper interest of the stockholder relative to the affairs of the corporation.

Section 4. Definitions- All references in these By-laws to the Articles of Organization and to these By-laws shall be deemed to refer, respectively, to the Articles of Organization and the By-laws of the corporation as amended and in effect from time to time.

ARTICLE IX

Amendment of By-laws

Section 1. Amendment- These By-laws may at any time be amended or repealed, in whole or in part, by vote of the stockholders provided that the substance of any proposed change must be stated in the notice of meeting at which such action is to be taken.  A majority of the directors in office may also amend or repeal these By-laws, except that no amendment or repeal may be made by the directors which changes the date of the annual meeting of stockholders, or which alters the provisions of these By-laws with respect to removal of directors, indemnification of directors and officers, or amendment of these By-laws, or which by law or the Articles of Organization requires action by the stockholders.  Not later than the time of giving notice of the meeting of stockholders next following the making, amending or repealing by the directors of any

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By-law, notice thereof stating the substance of such change shall be given to all stockholder entitled to vote on amending the By-laws, and any By-law adopted by the directors may be amended or repealed by the stockholders.

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EX-3.27

Exhibit 3.27

ARTICLES OF INCORPORATION

OF

LOYD’S LIBERTY HOMES, INC.

I. NAME

The name of the corporation is LOYD’S LIBERTY HOMES, INC.

II. PURPOSE

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

III. DIRECTORS

The number of Directors of the Corporation is two (2).

IV. INITIAL DIRECTORS

The name and address of the persons appointed to act as initial directors are:

JAMES D. LOYD	1928 N. Newcomb
	Porterville, CA 93257
RUTH A. LOYD	1928 N. Newcomb
	Porterville, CA 93257

V. AGENT FOR SERVICE OF PROCESS

The name and address in this state of the corporation’s initial agent for service of process is JAMES D. LOYD, 1928 N. Newcomb, Porterville, CA 93257.

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VI. STOCK

The corporation is authorized to issue only one class of shares having a total number of One Thousand (1,000) shares.

VII. NO PREFERENCES, PRIVILEGES, AND RESTRICTIONS

No distinction shall exist between the shares of the corporation or the holders thereof.

IN WITNESS WHEREOF, the undersigned, who are the above­named initial directors of this corporation, have executed these Articles of Incorporation on May 10, 1991.

/s/ James D. Loyd

James D. Loyd

/s/ Ruth A. Loyd

Ruth A. Loyd

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DECLARATION

We declare:

1.     We are the persons whose names are subscribed below;

2.     We are the sole initial Directors named in the foregoing Articles of Incorporation, and we have executed these Articles of Incorporation.

3.     The foregoing Articles of Incorporation are our act and deed.

Executed at Porterville, California, on May 10, 1991.

	/s/ James D. Loyd
James D. Loyd
	/s/ Ruth A. Loyd
Ruth A. Loyd

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EX-3.28

Exhibit 3.28

BY-LAWS

OF

LOYD’S LIBERTY HOMES, INC.

A CALIFORNIA CORPORATION

ARTICLE I

OFFICES

Section 1.               PRINCIPAL OFFICE.  The principal office for the transaction of business of the corporation is hereby fixed and located at City of Porterville, County of Tulare, State of California. The location may be changed by approval of a majority of the authorized Directors, and additional offices may be established and maintained at such other place or places, either within or without California, as the Board of Directors may from time to time designate.

Section 2.               OTHER OFFICES.  Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.

ARTICLE II
DIRECTORS - MANAGEMENT

Section 1.               RESPONSIBILITY OF BOARD OF DIRECTORS.  Subject to the provisions of the General Corporation Law and to any limitations in the Articles of Incorporation of the corporation relating to action required to be approved by the Shareholders, as that term is defined in Section 153 of the California Corporations Code, or by the outstanding shares, as that term is defined in Section 152 of the Code, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 2.               STANDARD OF CARE.  Each Director shall perform the duties of a Director, including the duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. (Sec. 309)

Section 3.               EXCEPTION FOR CLOSE CORPORATION.  Notwithstanding the provisions of Section 1, in the event that this corporation shall elect to become a close

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corporation as defined in Sec. 158, its Shareholders may enter into a Shareholders’ Agreement as defined in Sec. 186. Said Agreement may provide for the exercise of corporate powers and the management of the business and affairs of this corporation by the Shareholders, provided, however, such agreement shall, to the extent and so long as the discretion or the powers of the Board in its management of corporate affairs is controlled by such agreement, impose upon each Shareholder who is a party thereof, liability for managerial acts performed or omitted by such person pursuant thereto otherwise imposed upon Directors as provided in Sec. 300 (d); and the Directors shall be relieved to that extent from such liability.

Section 4.               NUMBER AND QUALIFICATION OF DIRECTORS.  The authorized number of Directors shall be two (2) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this by-law adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote, as provided in Sec. 212.

Section 5.               ELECTION AND TERM OF OFFICE OF DIRECTORS.  Directors shall be elected at each annual meeting of the Shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 6.               VACANCIES.  Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the shareholders fail, at any meeting of shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting.

The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

No reduction of the authorized number of Directors shall have the effect of

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removing any Director before that Director’s term of office expires.

Section 7.               REMOVAL OF DIRECTORS.  The entire Board of Directors or any individual Director may be removed from office as provided by Secs. 302, 303 and 304 of the Corporations Code of the State of California. In such case, the remaining Board members may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director so removed.

Section 8.               NOTICE, PLACE AND MANNER OF MEETINGS.  Meetings of the Board of Directors may be called by the Chairman of the Board, or the President, or any Vice President, or the Secretary, or any two (2) Directors and shall be held at the principal executive office of the corporation, unless some other place is designated in the notice of the meeting. Members of the Board may participate in a meeting through use of a conference telephone or similar communications equipment so long as all members participating in such a meeting can hear one another. Accurate minutes of any meeting of the Board or any committee thereof, shall be maintained as required by Sec. 1500 of the Code by the Secretary or other Officer designated for that purpose.

Section 9.               ORGANIZATION MEETINGS.  The organization meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of the Shareholders.

Section 10.             OTHER REGULAR MEETINGS.  Regular meetings of the Board of Directors shall be held at the corporate offices, or such other place as may be designated by the Board of Directors, as follows:

Date of Regular Meeting: June 1st
Time of Regular Meeting: 1:00 p.m.

If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter. No notice need to be given of such regular meetings.

Section 11.             SPECIAL MEETINGS - NOTICES - WAIVERS.  Special meetings of the Board may be called at any time by any of the aforesaid officers, i.e., by the Chairman of the Board or the President or any Vice President or the Secretary or any two (2) Directors.

At least forty-eight (48) hours notice of the time and place of special meetings shall be delivered personally to the Directors or personally communicated to them by a corporate Officer by telephone or telegraph. If the notice is sent to a Director by letter, it shall be addressed to him or her at his or her address as it is shown upon the records of the corporation, or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in the place in which the principal executive office of the corporation is located at least four (4) days prior to the time of the holding of the meeting. Such mailing, telegraphing, telephoning or

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delivery as above provided shall be due, legal and personal notice to such Director.

When all of the Directors are present at any Directors’ meeting, however called or noticed, and either (i) sign a written consent thereto on the records of such meeting, or, (ii) if a majority of the Directors are present and if those not present sign a waiver of notice of such meeting or a consent to holding the meeting or an approval of the minutes thereof, whether prior to or after the holding of such meeting, which said waiver, consent or approval shall be filed with the Secretary of the corporation, or, (iii) if a Director attends a meeting without notice but without protesting, prior thereto or at its commencement, the lack of notice, then the transactions thereof are as valid as if had at a meeting regularly called and noticed.

Section 12.             SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION OR BY-LAWS.  In the event only one (1) Director is required by the By-Laws or Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings or other actions by a majority or quorum of the Directors shall be deemed to refer to such notice, waiver, etc., by such sole Director, who shall have all the rights and duties and shall be entitled to exercise all of the powers and shall assume all the responsibilities otherwise herein described as given to a Board of Directors.

Section 13.             DIRECTORS ACTION BY UNANIMOUS WRITTEN CONSENT.  Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board. Such consent shall be filed with the regular minutes of the Board.

Section 14.             QUORUM.  A majority of the number of Directors as fixed by the Articles of Incorporation or By-Laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by a majority of the required quorum for such meeting.

Section 15.             NOTICE OF ADJOURNMENT.  Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned and held within twenty-four (24) hours, but if adjourned more than twenty-four (24) hours, notice shall be given to all Directors not present at the time of the adjournment.

Section 16.             COMPENSATION OF DIRECTORS.  Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving

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compensation therefor.

Section 17.             COMMITTEES.  Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two (2) or more members of the Board, and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, except those powers expressly made non-delegable by Sec. 311.

Section 18.             ADVISORY DIRECTORS.  The Board of Directors from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board.

Section 19.             RESIGNATIONS.  Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

ARTICLE III
OFFICERS

Section 1.               OFFICERS.  The Officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person.

Section 2.               ELECTION.  The Officers of the corporation, except such Officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the Board of Directors, and each shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve, or a successor shall be elected and qualified.

Section 3.               SUBORDINATE OFFICERS, ETC.  The Board of Directors may appoint such other Officers as the business of, the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-Laws or as the Board of Directors may from time to time determine.

Section 4.               REMOVAL AND RESIGNATION OF OFFICERS.  Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, either with or without cause, by the Board of Directors, at any regular or special

5

meeting to the Board, or, except in case of an Officer chosen by the Board of Directors, by any Officer upon whom such power of removal may be conferred by the Board of Directors.

Any Officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall hot be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the Officer is a party.

Section 5.               VACANCIES.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to that office.

Section 6.               CHAIRMAN OF THE BOARD.  The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned by the Board of Directors or prescribed by the By-Laws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article III.

Section 7.               PRESIDENT.  Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an Officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and Officers of the corporation. He or she shall preside at all meetings of the Shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.

Section 8.               VICE PRESIDENT.  In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.

Section 9.               SECRETARY.  The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the

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names of those present at Directors’ meetings, the number of shares present or represented at Shareholders’ meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register, showing the names of the Shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the By-Laws or by law to be given. He or she shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.

Section 10.             CHIEF FINANCIAL OFFICER.  The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. The books of account shall at all reasonable times be open to inspection by any Director.

This Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his or her transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

ARTICLE IV
SHAREHOLDERS’ MEETINGS

Section 1.               PLACE OF MEETINGS.  All meetings of the Shareholders shall be held at the principal executive office of the corporation unless some other appropriate and convenient location be designated for that purpose from time to time by the Board of Directors.

Section 2.               ANNUAL MEETINGS.  The annual meetings of the Shareholders shall be held, each year, at the time and on the day following:

Time of Meeting: 2:00 p.m.

Date of Meeting: June 1st

If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the corporation and transact

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such other business as may be properly brought before the meeting.

Section 3.               SPECIAL MEETINGS.  Special meetings of the Shareholders may be called at any time by the Board of Directors, the Chairman of the Board, the President, a Vice President, the Secretary, or by one or more Shareholders holding not less than one-tenth (1/10) of the voting power of the corporation. Except as next provided, notice shall be given as for the annual meeting.

Upon receipt of a written request addressed to the Chairman, President, Vice President, or Secretary, mailed or delivered personally to such Officer by any person (other than the Board) entitled to call a special meeting of Shareholders, such Officer shall cause notice to be given, to the Shareholders entitled to vote, that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of such request. If such notice is not given within twenty (20) days after receipt of such request, the persons calling the meeting may give notice thereof in the manner provided by these By-Laws or apply to the Superior Court as provided in Sec. 305 (c).

Section 4.               NOTICE OF MEETINGS - REPORTS.  Notice of meetings, annual or special, shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting to Shareholders entitled to vote thereat. Such notice shall be given by the Secretary or the Assistant Secretary, or if there be no such Officer, or in the case of his or her neglect or refusal, by any Director or Shareholder.

Such notices or any reports shall be given personally or by mail or other means of written communication as provided in Sec. 601 of the Code and shall be sent to the Shareholder’s address appearing on the books of the corporation, or supplied by him or her to the corporation for the purpose of notice, and in the absence thereof, as provided in Sec. 601 of the Code.

Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, and (1) in case of a special meeting, the general nature of the business to be transacted and no other business may be transacted, or (2) in the case of an annual meeting, those matters which the Board at date of mailing, intends to present for action by the Shareholders. At any meetings where Directors are to be elected, notice shall include the names of the nominees, if any, intended at date of notice to be presented by management for election.

If a Shareholder supplies no address, notice shall be deemed to have been given if mailed to the place where the principal executive office of the corporation, in California, is situated, or published at least once in some newspaper of general circulation in the County of said principal office.

Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication. The Officer giving such notice or report shall prepare and file an affidavit or declaration thereof.

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When a meeting is adjourned for forty-five (45) days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken.

Section 5.               WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.  The transactions of any meeting of Shareholders, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance shall constitute a waiver of notice, unless objection shall be made as provided in Sec. 601 (e).

Section 6.               SHAREHOLDERS ACTING WITHOUT A MEETING - DIRECTORS.  Any action which may be taken at a meeting of the Shareholders, may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation, provided, further, that while ordinarily Directors can only be elected by unanimous written consent under Sec. 603 (d), if the Directors fail to fill a vacancy, then a Director to fill that vacancy may be elected by the written consent of persons holding a majority of shares entitled to vote for the election of Directors.

Section 7.               OTHER ACTIONS WITHOUT A MEETING.  Unless otherwise provided in the California Corporations Code or the Articles, any action which may be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorized or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Unless the consents of all Shareholders entitled to vote have been solicited in writing,

(1) Notice of any Shareholder approval pursuant to Secs. 310, 317, 1201 or 2007 without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval, and

(2) Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting by less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing.

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Any Shareholder giving a written consent, or the Shareholder’s proxyholders, or a transferee of the shares of a personal representative of the Shareholder or their respective proxyholders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the corporation.

Section 8.               QUORUM.  The holders of a majority of the shares entitled to vote thereat, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present.  At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at a meeting as originally notified.

If a quorum be initially present, the Shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken is approved by a majority of the Shareholders required to initially constitute a quorum.

Section 9.               VOTING.  Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of Shareholders, unless some other day be fixed by the Board of Directors for the determination of Shareholders of record, and then on such other day, shall be entitled to vote at such meeting.

Provided the candidate’s name has been placed in nomination prior to the voting and one or more Shareholder has given notice at the meeting prior to the voting of the Shareholder’s intent to cumulate the Shareholder’s votes, every Shareholder entitled to vote at any election for Directors of any corporation for profit may cumulate their votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his or her shares are entitled, or distribute his or her votes on the same principle among as many candidates as he or she thinks fit.

The candidates receiving the highest number of votes up to the number of Directors to be elected are elected.

The Board of Directors may fix a time in the future not exceeding sixty (60) days preceding the date of any meeting of Shareholders or the date fixed for the payment of any dividend or distribution, or for the allotment or rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the Shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any allotment of rights, or to

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exercise the rights in respect to any such change, conversion or exchange of shares. In such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, or to receive such dividends, distribution or allotment of rights, or to exercise such rights, as the case may be notwithstanding any transfer of any share on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period.

Section 10.             PROXIES.  Every Shareholder entitled to vote, or to execute consents, may do so, either in person or by written proxy, executed in accordance with the provisions of Secs. 604 and 705 of the Code and filed with the Secretary of the corporation.

Section 11.             ORGANIZATION.  The President, or in the absence of the President, any Vice President, shall call the meeting of the Shareholders to order, and shall act as chairman of the meeting. In the absence of the President and all of the Vice Presidents, Shareholders shall appoint a chairman for such meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretary at any meeting of the Shareholders, the presiding Officer may appoint any person to act as Secretary of the meeting.

Section 12.             INSPECTORS OF ELECTION.  In advance of any meeting of Shareholders the Board of Directors may, if they so elect, appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any Shareholder or his or her proxy shall, make such appointment at the meeting in which case the number of inspectors shall be either one (1) or three (3) as determined by a majority of the Shareholders represented at the meeting.

Section 13.             (A) SHAREHOLDERS’ AGREEMENTS.  Notwithstanding the above provisions, in the event this corporation elects to become a close corporation, an agreement between two (2) or more Shareholders thereof, if in writing and signed by the parties thereof, may provide that in exercising any voting rights the shares held by them shall be voted as provided therein or in Sec. 706, and may otherwise modify these provisions as to Shareholders’ meetings and actions.

(B) EFFECT OF SHAREHOLDERS’ AGREEMENTS. Any Shareholders’ Agreement authorized by Sec. 300 (b), shall only be effective to modify the terms of these By-Laws if this corporation elects to become a close corporation with appropriate filing of or amendment to its Articles as required by Sec. 202 and shall terminate when this corporation ceases to be a close corporation. Such an agreement cannot waive or alter Secs. 158, (defining close corporations), 202 (requirements of Articles of Incorporation), 500 and 501 relative to distributions, 111 (merger), 1201 (e) (reorganization) or Chapters 15 (Records and Reports) or 16 (Rights of Inspection), 18 (Involuntary Dissolution) or 22 (Crimes and Penalties). Any other provisions of the Code or these By-Laws may be

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altered or waived thereby, but to the extent they are not so altered or waived, these By-Laws shall be applicable.

ARTICLE V
CERTIFICATES AND TRANSFER OF SHARES

Section 1.               CERTIFICATES FOR SHARES.  Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges, preferences and restrictions, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts.

All certificates shall be signed in the name of the corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the Shareholder.

Any or all of the signatures on the certificate may be facsimile. In case any Officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that Officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an Officer, transfer agent, or registrar at the date of issue.

Section 2.               TRANSFER ON THE BOOKS.  Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3.               LOST OR DESTROYED CERTIFICATES.  Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of the fact and shall, if the Directors so require, give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

Section 4.               TRANSFER AGENTS AND REGISTRARS.  The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company, either domestic or foreign, who, shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

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Section 5.               CLOSING STOCK TRANSFER BOOKS - RECORD DATE.  In order that the corporation may determine the Shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action.

If no record date is fixed; the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which, the first written consent is given.

The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

Section 6.               LEGEND CONDITION. In the event any shares of this corporation are issued pursuant to a permit or exemption therefrom requiring the imposition of a legend condition, the person or persons issuing or transferring said shares shall make sure said legend appears on the certificate and shall not be required to transfer any shares free of such legend unless an amendment to such permit or a new permit be first issued so authorizing such a deletion.

Section 7.               CLOSE CORPORATION CERTIFICATES.  All certificates representing shares of this corporation, in the event it shall elect to become a close corporation, shall contain the legend required by Sec. 418 (c).

Section                   PROVISION RESTRICTING TRANSFER OF SHARES.  Before there can be a valid sale or transfer of any of the shares of this corporation by the holders thereof, the holder of the shares to be sold or transferred shall first give notice in writing to the Secretary of this corporation of his or her intention to sell or transfer such shares. Said notice shall specify the number of shares to be sold or transferred, the price per share and the terms upon which such holder intends to make such sale or transfer. The Secretary shall within five (5) days thereafter, mail or deliver a copy of said notice to each of the other Shareholders of record of this corporation. Such notice may be delivered to such Shareholders personally or may be mailed to the last known addresses of such Shareholders, as the same may appear on the books of this corporation. Within ten (10) days after the mailing or delivery of said notices to such Shareholders, any such Shareholder or Shareholders desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or otherwise to the Secretary of this corporation a written offer or offers to purchase a specified number or numbers of such shares at the price and upon the terms stated in said notice.

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If the total number of shares specified in such offers exceeds the number of shares referred to in said notice, each offering Shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the Secretary, as the number of shares of this corporation, which he or she holds bears to the total number of shares held by all Shareholders desiring to purchase the shares referred to in said notice to the Secretary.

If all of the shares referred to in said notice to the Secretary are not disposed of under such apportionment, each Shareholder desiring to purchase shares in a number in excess of his or her proportionate share, as provided above, shall be entitled to purchase such proportion of those shares which remain thus undisposed of, as the total number of shares which he or she holds bears to the total number of shares held by all of the Shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment.

The aforesaid right to purchase the shares referred to in the aforesaid notice to the Secretary shall apply only if all of the shares referred to in said notice are purchased.  Unless all of the shares referred to in said notice to the Secretary are purchased, as aforesaid, in accordance with offers made within said ten (10) days, the Shareholder desiring to sell or transfer may dispose of all shares of stock referred to in said notice to the Secretary to any person or persons whomsoever; provided, however, that he or she shall not sell or transfer such shares at a lower price or on terms more favorable to the purchaser or transferee than those specified in said notice to the Secretary.

Any sale or transfer, or purported sale or transfer, of the shares of said corporation shall be null and void unless the terms, conditions and provisions of this section are strictly observed and followed.

Section                   PLEDGED OR HYPOTHECATED SHARES.  Any Shareholder desiring to borrow money on or hypothecate any or all of the shares of stock held by such Shareholder shall first mail notice in writing to the Secretary of this corporation of his or her intention to do so. Said notice shall specify the number of shares to be pledged or hypothecated, the amount to be borrowed per share, the terms, rate of interest, and other provisions upon which each Shareholder intends to make such loan or hypothecation. The Secretary shall, within five (5) days thereafter, mail or deliver a copy of said notice to each of the other Shareholders of record of this corporation. Such notice may be delivered to such Shareholder personally, or may be mailed to the last known addresses of such Shareholders as the same may appear on the books of this corporation. Within fifteen (15) days after the mailing or delivering of said notice to said Shareholders, any such Shareholder or Shareholders desiring to lend any part or all of the amount sought to be borrowed, as set forth in said notice, at the terms therein specified, shall deliver by mail, or otherwise, to the Secretary of this corporation a written offer or offers to lend a certain amount of money for the term, at the rate of interest, and upon the other provisions specified in said notice.

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If the total amount of money subscribed in such offers exceeds the amount sought to be borrowed, specified in said notice, each offering Shareholder shall be entitled to lend such proportion of the amount sought to be borrowed, as set forth in said notice, as the number of shares which he or she holds bears to the total number of shares held by all such Shareholders desiring to lend all or part of the amount specified in said notice.

If the entire amount of monies sought to be borrowed, as specified in said notice, is not subscribed as set forth in the preceding paragraphs, each Shareholder desiring to lend an amount in excess of his or her proportionate share, as specified in the preceding paragraph, shall be entitled to lend such proportion of the subscribed amount as the total number of shares which he or she holds bears to the total number of shares held by all of the Shareholders desiring to lend an amount in excess of that to which, they are entitled under such apportionment. If there be but one Shareholder so desiring to lend, such Shareholder shall be entitled to lend up to the full amount sought to be borrowed.

If none, or only a part of the amount sought to be borrowed, as specified in said notice, is subscribed as aforesaid, in accordance with offers made within said fifteen (15) day period, the Shareholder desiring to borrow may borrow from any person or persons he or she may so desire as to any or all shares of stock held by him or her which have not been covered by lending Shareholders; provided, however, that said Shareholders shall not borrow any lesser amount, or any amount on terms less favorable to the borrower, than those specified in said notice to the Secretary.

Any pledge or hypothecation, or other purported transfer as security for a loan of the shares of this corporation, shall be null and void unless the terms, conditions and provisions of these By-Laws are strictly observed and followed.

ARTICLE VI
RECORDS - REPORTS - INSPECTION

Section 1.               RECORDS.  The corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal executive office in the State of California, as fixed by the Board of Directors from time to time.

Section 2.               INSPECTION OF BOOKS AND RECORDS.  All books and records provided for in Sec. 1500 shall be open to inspection of the Directors and Shareholders from time to time and in the manner provided in said Sec. 1600 - - 1602.

Section 3.               CERTIFICATION AND INSPECTION OF BY-LAWS.  The original or a copy of these By-Laws, as amended or otherwise altered to date, certified by the Secretary, shall be kept at the corporation’s principal executive office and shall be open to inspection by the Shareholders of the corporation at all reasonable times during office hours, as provided in Sec. 213 of the Corporations Code.

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Section 4.               CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 5.               CONTRACTS, ETC. — HOW EXECUTED.  The Board of Directors, except as in the By-Laws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount, except as provided in Sec. 313 of the Corporations Code.

ARTICLE VII

ANNUAL REPORTS

Section 1.               REPORT TO SHAREHOLDERS, DUE DATE.  The Board of Directors shall cause an annual report to be sent to the Shareholders not later than one hundred twenty (120) days after the close of the fiscal or calendar year adopted by the corporation. This report shall be sent at least fifteen (15) days before the annual meeting of Shareholders to be held during the next fiscal year and in the manner specified in Section 4 of Article IV of these By-Laws for giving notice to Shareholders of the corporation. The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized Officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

Section 2.               WAIVER.  The annual report to Shareholders referred to in Section 1501 of the California General Corporation Law is expressly dispensed with so long as this corporation shall have less than one hundred (100) Shareholders. However, nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the Shareholders of the corporation as they consider appropriate.

ARTICLE VIII

AMENDMENTS TO BY-LAWS

Section 1.               AMENDMENT BY SHAREHOLDERS.  New By-Laws may be adopted or these By-Laws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, the authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

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Section 2.               POWERS OF DIRECTORS.  Subject to the right of the Shareholders to adopt, amend or repeal By-Laws, as provided in Section 1 of this Article VIII, and the limitations of Sec. 204 (a) (5) and Sec. 212, the Board of Directors may adopt, amend or repeal any of these By-Laws other than a By-Law or amendment thereof changing the authorized number of Directors.

Section 3.               RECORD OF AMENDMENTS.  Whenever an amendment or new By-Law is adopted, it shall be copied in the book of By-Laws with the original By-Laws, in the appropriate place. If any By-Law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

ARTICLE IX
CORPORATE SEAL

The corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the year or date of its incorporation, and the word “California”.

ARTICLE X
MISCELLANEOUS

Section 1.               REFERENCES TO CODE SECTIONS.  “Sec.” references herein refer to the equivalent Sections of the California Corporations Code effective January 1, 1977, as amended.

Section 2.               REPRESENTATION OF SHARES IN OTHER CORPORATIONS.  Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President and the Secretary or an Assistant Secretary.

Section 3.               SUBSIDIARY CORPORATIONS.  Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one (1) or more subsidiaries.

Section 4.               INDEMNIFICATION AND LIABILITY.  The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) for breach of duty to the corporation and shareholders through bylaw provisions or through agreements with the agents, or

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both, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code.

Section 5.               ACCOUNTING YEAR.  The accounting year of the corporation shall be fixed by resolution of the Board of Directors.

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CERTIFICATE OF ADOPTION OF BY-LAWS

ADOPTION BY INCORPORATOR(S) OR FIRST DIRECTOR(S).

The undersigned person(s) named in the Articles of Incorporation as the Incorporator(s) or First Director(s) of the above named corporation hereby adopt the same as the By-Laws of said corporation.

Executed this                 day of                         , 1991.

By:	/s/ James D. Loyd
Incorporator
By:	/s/ Ruth Ann Loyd
	Incorporator

CERTIFICATE BY SECRETARY

I DO HEREBY CERTIFY AS FOLLOWS:

That I am the duly elected, qualified and acting Secretary of the above named corporation, that the foregoing By-Laws were adopted as the By-Laws of said corporation on the date set forth above by the person(s) named in the Articles of Incorporation as the Incorporator(s) or First Director(s) of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal this                 day of                    , 1991.

By:	/s/ Ruth Ann Loyd
	Secretary

CERTIFICATE BY SECRETARY OF ADOPTION BY SHAREHOLDERS’ VOTE. THIS IS TO CERTIFY:

That I am the duly elected, qualified and acting Secretary of the above named corporation and that the above and foregoing Code of By-Laws was submitted to the Shareholders at their first meeting and recorded in the minutes thereof, was ratified by the vote of Shareholders entitled to exercise the majority of the voting power of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this                   day of                            , 19 91.

By:	/s/ Ruth Ann Loyd
		Secretary

19

EX-3.29

Exhibit 3.29

ARTICLES OF INCORPORATION

OF

UNLIMITED QUEST, INC.

I

The name of this corporation is UNLIMITED QUEST, INC.

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The name and address in the State of California of this corporation’s initial agent for service of process is LAURA S. TYSON, 1244 East Cypress, Redlands, California 92374.

IV

This corporation is authorized to issue only one class of shares of stock;. and the total number of shares which this corporation is authorized to issue is One Thousand (1,000).

DATED: November 13, 1984.

/s/ Laura S. Tyson

Laura S. Tyson

/s/ Sylvia S. McCann

Sylvia S. McCann

EX-3.30

Exhibit 3.30

BYLAWS

OF

UNLIMITED QUEST, INC.

a California Corporation

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICES. The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the board of directors shall fix and designate a principal business office in the State of California.

Section 2. OTHER OFFICES. The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. At each annual meeting directors shall be elected, and any other proper business may be transacted.

Section 3. SPECIAL MEETING. A special meeting of the shareholders may be called at any time by the board of directors, or by the chairman of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the board of directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of

this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held.

Section 4. NOTICE OF SHAREHOLDERS’ MEETINGS. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting or which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.  If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the articles of incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

Section 5. MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE. Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all further notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of giving the notice.

An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by the secretary, assistant secretary, or any transfer agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.

Section 6. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7. ADJOURNED MEETING; NOTICE. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the board of directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of Sections 702 to 704, inclusive, of the Corporations Code of California (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by California General Corporation Law or by the articles of incorporation.

At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares) unless the candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholders intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, signs a written waiver of notice of a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the board of directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the

shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 5 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

Section 11. RECORD DATE FOR SHAREHOLDERS NOTICE, VOTING, AND GIVING CONSENTS. For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

If the board of directors does not so fix a record date:

(a) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

Section 12. PROXIES. Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A

proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Corporations Code of California.

Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or shareholder’s proxy shall, appoint a person to fill the vacancy.

These inspectors shall:

(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(b) Receive votes, ballots, or consents;

(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 1. POWERS. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate

powers shall be exercised by or under the direction of the board of directors.

Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

(a) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; fix their compensation; and require from them security for faithful service.

(b) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any shareholders’ meeting, or meetings, including annual meetings.

(c) Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates.

(d) Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities cancelled, or tangible or intangible property actually received.

(e) Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The number of directors of the corporation shall be not less than one (1) nor more than three (3). The exact number of directors shall be two (2) until changed, within the limits specified above, by a bylaw amending this Section 2, duly adopted by the board of directors or by the shareholders. The indefinite number of directors may be changed, or a definite number fixed without provision for an indefinite number, by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 4. VACANCIES. Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares

entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the board of directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 6. ANNUAL MEETING. Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice.

Section 8. SPECIAL MEETINGS. Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board or the

president or any vice president or the secretary or any two directors.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 9. QUORUM. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 310 of the Corporations Code of California (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317 (e) of that Code (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 10. WAIVER OF NOTICE. The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting of the board of directors, however called and noticed or meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director.

Section 11. ADJOURNMENT. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.

Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the board, of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the board of directors.  This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

ARTICLE IV

COMMITTEES

Section 1. COMMITTEES OF DIRECTORS. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committee who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(a) the approval of any action which, under the General Corporation Law of California, also requires shareholders’ approval or approval of the outstanding shares;

(b) the filling of vacancies on the board of directors or in any committee;

(c) the fixing of compensation of the directors for serving on the board or on any committee;

(d) the amendment or repeal of bylaws or the adoption of new bylaws;

(e) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

(f) a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

(g) the appointment of any other committee of the board of directors or the members of these committees.

Section 2. MEETING AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Sections 5 (place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without meeting), with such changes in the context of these bylaws as are necessary to substitute the committee and

its members for the board of directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; special meetings of committees may also be called by resolution of the board of directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V

OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person.

Section 2. ELECTION OF OFFICERS. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the board of directors, and each shall serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment.

Section 3. SUBORDINATE OFFICERS. The board of directors may appoint, and may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the board of directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under contract of employment, any officer may be removed, either with or without cause, by the board of directors, at any regular or special meeting of the board, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors. Any officer may resign at any time by given written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation, under any contract to which the officer is a party.

Section 5. VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.

Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if such an officer is elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the board of directors or prescribed by the bylaws. If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction, and control of the business and the officers of the corporation. He or she shall preside at all meetings of the shareholders and, in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors of the bylaws.

Section 8. VICE PRESIDENTS. In the absence of disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the bylaws, and the president, or the chairman of the board.

Section 9. SECRETARY. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the board of directors, a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required by the bylaws or by law to be given, and he or she shall keep the seal of the corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by the bylaws.

Section 10. CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. He or she shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or the bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND OTHER AGENTS

The corporation shall, to the maximum extent permitted by the California General Corporation Law, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation. For purposes of this Section, an “agent” of the corporation includes any person who is or was a director, officer, employee, or other 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, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

ARTICLE VII

RECORDS AND REPORTS

Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a record of its shareholders, giving the names and address of all shareholders and the number and class of shares held by each shareholder.

A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five days prior written demand on the corporation, and (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such

transfer agent’s usual charges for such list, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as of the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a ropy of the bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the Secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the by laws as amended to date.

Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The accounting books and records and minutes of proceedings of the shareholders and the board of directors and any committee or committees of the board of directors shall be kept at such place or places designated by the board of directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for any purposes reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of such subsidiary corporation of the corporation.

Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

Section 5. ANNUAL REPORT TO SHAREHOLDERS. The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is

expressly dispensed with, but nothing herein shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders of the corporation as they consider appropriate.

Section 6. FINANCIAL STATEMENTS. A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such holder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30). days before the date of the request, and a balance sheet of the corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation shall, each year during the calendar month in which its articles of incorporation were originally filed with the California Secretary of State, or during the preceding five (5) calendar months, file with the Secretary of State, on the prescribed form, a statement setting forth the authorized number of directors, the names and complete business or residence addresses of all incumbent directors, the names and complete business or residence addresses of the chief executive officer, secretary, and chief financial officer, the street address of its principal executive office or principal business office in this state, and the general type of business constituting the principal business activity of the corporation, together with a designation of the agent of the corporation for the purpose of service of process, all in compliance with Section 1502 of the Corporations Code of California.

ARTICLE VIII

GENERAL CORPORATE MATTERS

Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.

Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.  The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of any officer, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the corporation by the chairman of the board or vice chairman of the board or the president or vice president and by the chief financial officer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or

registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

Section 5. LOST CERTIFICATES. Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and cancelled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be against it, including any expenses or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of the board, the president, or any vice president, or any other person authorized by resolution of the board of directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE IX

AMENDMENTS

Section 1. AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided however, that if the articles of incorporation of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the articles of incorporation.

Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as provided in Section 1 of this Article IX, to adopt, amend, or repeal bylaws, bylaws may be adopted, amended, or repealed by the board of directors,

provided, however, that the board of directors may adopt a bylaw or amendment of a bylaw changing the authorized number of directors only for the purpose of fixing the exact number of directors within the limits specified in the articles of incorporation or in Section 2 of Article III of these bylaws.

CERTIFICATE OF SECRETARY

I, the undersigned, certify that:

(1) I am the presently elected and acting Secretary of UNLIMITED QUEST, INC., a California Corporation;

(2) The foregoing Bylaws, consisting of thirty-six (36) pages, are the Bylaws of this corporation as adopted at a meeting held on November 20, 1984.

IN WITNESS WHEREOF, I have subscribed my name and affixed the seal of this corporation on November 20, 1984.

/s/ Laura S. Tyson

Laura S. Tyson

WAIVER OF NOTICE AND CONSENT TO HOLDING

FIRST MEETING OF DIRECTORS

The undersigned, the directors of UNLIMITED QUEST, INC., hereby waive notice of the first meeting of the Board of Directors of the corporation held on November 20, 1984, at 11:00 a.m., at 4275 Lemon Street, Riverside, California, and consent to this meeting being held at that time and place and to the transaction of any and all business by the directors at the meeting, including the election of officers, adoption of a corporate seal and form of share certificate, providing for the issuance of stock, and any other action that may be required or appropriate to complete the organization of the corporation.

DATED: November 20, 1984.

/s/ Laura S. Tyson

Laura S. Tyson

/s/ Sylva S. McCann

Sylva S. McCann

EX-3.31

Exhibit 3.31

ARTICLES OF INCORPORATION

OF

FIRST STEP INDEPENDENT LIVING PROGRAM, INC.

A California Corporation

I

The name of this corporation is FIRST STEP INDEPENDENT LIVING PROGRAM, INC.

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The name and address in the State of California of this Corporation’s initial agent for service of process is ARNOLD R. COLE, 11667 Indio Court, Yucaipa, CA 92399.

IV

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 100,000.

Dated:	Jan. 11, 1981.
		/s/ Bernard H. Bollinger
		Bernard H. Bollinger

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ Bernard H. Bollinger

Bernard H. Bollinger

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EX-3.32

Exhibit 3.32

INDEX TO BY-LAWS
OF
FIRST STEP INDEPENDENT LIVING PROGRAM, INC.

ARTICLE I	OFFICES
Section 1.	Principal Office
Section 2.	Other Offices
ARTICLE II	MEETINGS OF SHAREHOLDERS
Section 1.	Place of Meetings
Section 2.	Annual Meeting
Section 3.	Special Meeting
Section 4.	Notice of Shareholders’ Meetings
Section 5.	Manner of Giving Notice; Affidavit of Notice
Section 6.	Quorum
Section 7.	Adjourned Meeting; Notice
Section 8.	Voting
Section 9.	Waiver of Notice or Consent by Absent Shareholders
Section 10.	Shareholder Action by Written Consent Without a Meeting
Section 11.	Record Date for Shareholders Notice, Voting and Giving Consents
Section 12.	Proxies
Section 13.	Inspectors of Election
ARTICLE III	DIRECTORS
Section 1.	Powers
Section 2.	Number and Qualification of Directors
Section 3.	Election and Term of Office of Directors
Section 4.	Vacancies
Section 5.	Place of Meetings and Meetings by Telephone
Section 6.	Annual Meeting
Section 7.	Other Regular Meetings
Section 8.	Special Meetings
Section 9.	Quorum
Section 10.	Waiver of Notice
Section 11.	Adjournment
Section 12.	Notice of Adjournment
Section 13.	Action Without Meeting
Section 14.	Fees and Compensation of Directors

ARTICLE IV	COMMITTEES
Section 1.	Committees of Directors
Section 2.	Meetings and Action of Committees
ARTICLE V	OFFICERS
Section 1.	Officers
Section 2.	Election of Officers
Section 3.	Subordinate Officers
Section 4.	Removal and Resignation of Officers
Section 5.	Vacancies in Offices
Section 6.	Chairman of the Board
Section 7.	President
Section 8.	Vice-Presidents
Section 9.	Secretary
Section 10.	Chief Financial Officer
ARTICLE VI	INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
ARTICLE VII	RECORDS AND REPORTS
Section 1.	Maintenance and Inspection of Share Register
Section 2.	Maintenance and Inspection of By-Laws
Section 3.	Maintenance and Inspection of Other Corporate Records
Section 4.	Inspection by Directors
Section 5.	Annual Report to Shareholders
Section 6.	Financial Statements
Section 7.	Annual Statement of General Information
ARTICLE VIII	GENERAL CORPORATE MATTERS
Section 1.	Record Date for Purposes Other Than Notice and Voting
Section 2.	Checks, Drafts, Evidences of Indebtedness
Section 3.	Corporate Contracts and Instruments; How Executed
Section 4.	Certificates for Shares
Section 5.	Lost Certificates
Section 6.	Representation of Shares of Other Corporations
Section 7.	Construction and Definitions
ARTICLE IX	AMENDMENTS
Section 1.	Amendment by Shareholders
Section 2.	Amendment by Directors

BY-LAWS OF

FIRST STEP INDEPENDENT LIVING PROGRAM, INC.

(A California Corporation)

ARTICLE I

OFFICES

Section 1. Principal Office. The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the board of directors shall fix and designate a principal business office in the State of California.

Section 2. Other Offices. The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETING OF SHAREHOLDERS

Section 1. Place of Meetings. Meetings of shareholders shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2. Annual Meeting. The annual meeting of shareholders shall be held on the third Thursday in February of each year commencing February, 1987.At each annual meeting directors shall be elected, and any other proper business may be transacted. The date so designated shall be within five (5) months after the end of the fiscal year of the corporation and within fifteen (15) months after the last annual meeting.

Section 3. Special Meeting. A special meeting of the shareholders may be called at any time by the board of directors, or by the chairman of the board, the president, a vice-president, the secretary or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the board of directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice-president or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article II, that a meeting will

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be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held.

Section 4. Notice of Shareholders’ Meetings. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the articles of incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

Section 5. Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of shareholders shall be given either personally or by first-class mail, or, in the case of a corporation with outstanding shares held a record by five hundred or more persons on the record date for the shareholders’ meeting, notice may be sent by third class mail, or telegraphic or other written communication, charges prepaid; addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall

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be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by the secretary, assistant secretary or any transfer agent of the corporation giving the notice and shall be filed and maintained in the minute book of the corporation.

Section 6. Quorum. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7. Adjourned Meeting; Notice. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the board of directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 8. Voting. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of Sections 702 to 704, inclusive, of the Corporations Code of California (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the

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act of the shareholders, unless the vote of a greater number or voting by classes is required by California General Corporation Law or by the articles of incorporation.

At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares) unless the candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principal among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

Section 9. Waiver of Notice or Consent by Absent Shareholders. The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

Section 10. Shareholder Action by Written Consent Without a Meeting. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so, taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; pro-

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vided, however, that a director may be elected at any time to fill a vacancy on the board of directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 5 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

Section 11. Record Date for Shareholder Notice, Voting and Giving Consents. For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

If the board of directors does not so fix a record date:

(a) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior

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action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

Section 12. Proxies. Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or as to any meeting by attendance at such meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Corporations Code of California.

Section 13. Inspectors of Election. Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;

(b) Receive votes, ballots or consents;

(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;

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(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 1. Powers. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these by-laws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

Section 2. Number and Qualification of Directors. The authorized number of directors shall be two (2) until changed by a duly adopted amendment to the articles of incorporation or by an amendment to this by-law adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the fixed number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote.

Section 3. Election and Term of Office of Directors. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor, has been elected and qualified.

Section 4. Vacancies. Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by Court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the board of directors shall be deemed to exist in the event of the death, resignation or removal of any director, or if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of Court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at

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which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 5. Place of Meetings and Meetings by Telephone. Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 6. Annual Meeting. Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Section 7. Other Regular Meetings. Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice.

Section 8. Special Meetings. Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board or the president or any vice-president or the secretary or any two directors.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting.

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In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 9. Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 310 of the Corporations Code of California (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317(e) of that Code (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 10. Waiver of Notice. The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director.

Section 11. Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 12. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.

Section 13. Action Without Meeting. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of

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directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

Section 14. Fees and Compensation of Directors. Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the board of directors. This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation for those services.

ARTICLE IV

COMMITTEES

Section 1. Committees of Directors. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the board. The board may designate two (2) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(a) The approval of any action which, under the General Corporation Law of California, also requires shareholders’ approval or approval of the outstanding shares;

(b) The filling of vacancies on the board of directors or in any committee;

(c) The fixing of compensation of the directors for serving on the board or on any committee;

(d) The amendment or repeal of by-laws or the adoption of new by-laws;

(e) The amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable ;

(f) A distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

(g) The appointment of any other committees of the board of directors or the members of these committees.

Section 2. Meetings and Action of Committees. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these by-laws, Sections 5 (Place of Meetings), 7 (Regular Meetings), 8 (Special. Meetings and Notice), 9 (Quorum), 10 (Waiver of Notice), 11 (Adjournment), 12 (Notice of Adjournment) and 13 (Action Without Meeting), with such changes in

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the context of those by-laws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; special meetings of committees may also be called by resolution of the board of directors; and notice of special meetings of committees shall also be given to all alternate members who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these by-laws.

ARTICLE V

OFFICERS

Section 1. Officers. The officers of the corporation shall be a president, a secretary and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice-presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person.

Section 2. Election of Officers. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the board of directors and each shall serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment.

Section 3. Subordinate Officers. The board of directors may appoint and may empower the president to appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the by-laws or as the board of directors may from time to time determine.

Section 4. Removal and Resignation of Officers. Subject to, the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors, at any regular or special meeting of the board, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the, resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these by-laws for regular appointments to that office.

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Section 6. Chairman of the Board. The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by the by-laws. If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 7. President. Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the by-laws.

Section 8. Vice-Presidents. In the absence or disability of the president, the vice-presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice-president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice-presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the by-laws, and the president, or the chairman of the board.

Section 9. Secretary. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings and the proceedings.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required by the by-laws or by law to be given, and he shall keep the seal of the corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by the by-laws.

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Section 10. Chief Financial Officer. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or the by-laws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND OTHER AGENTS

The corporation shall, to the maximum extent permitted by the California General Corporation Law, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation. For purposes of this Section, an “agent” of the corporation includes any person who is or was a director, officer, employee or other 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, or was a director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

ARTICLE VII

RECORDS AND REPORTS

Section 1. Maintenance and Inspection of Share Register. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and classes of shares held by each shareholder.

A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five days prior written demand on the corporation, and (ii) obtain from

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the transfer agent of the corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

Section 2. Maintenance and Inspection of By-Laws. The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this State, the original or a copy of the by-laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this State, the secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the by-laws as amended to date.

Section 3. Maintenance and Inspection of Other Corporate Records. The accounting books and records and minutes of proceedings of the shareholders and the board of directors and any committee or committees of the board of directors shall be kept at such place or places designated by the board of directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

Section 4. Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

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Section 5. Annual Report to Shareholders. The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders of the corporation as they consider appropriate.

Section 6. Financial Statements. A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three month, six month or nine month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

Section 7. Annual Statement of General Information. The corporation shall, during the period commencing on and ending on in each year, file with the Secretary of State of the State of California, on the prescribed form, a statement setting forth the authorized number of directors, the names and complete business or residence addresses of all incumbent directors, the number of vacancies on the board if any, the names and complete business or residence addresses of the chief executive officer, secretary and chief financial officer, the street address of its principal executive office or principal business office in this state and the general type of business constituting the principal business activity of the corporation, together with a designation of the agent of the corporation for the purpose of service of process, all in compliance with section 1502 of the Corporations Code of California.

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ARTICLE VIII

GENERAL CORPORATE MATTERS

Section 1. Record Date for Purposes Other Than Notice and Voting. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

Section 2. Checks, Drafts, Evidences of Indebtedness. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the corporation shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.

Section 3. Corporate Contracts and Instruments; How Executed.  The board of directors, except as otherwise provided in these by-laws, may authorize any officer or officers, agent or agents to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 4. Certificates for Shares. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the corporation by the chairman of the board or vice-chairman of the board or the president or vice-president and by the chief financial officer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer,

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transfer agent or registrar before the certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of issue.

Section 5. Lost Certificates. Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and cancelled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

Section 6. Representation of Shares of Other Corporations. The chairman of the board, the president or any vice-president, or any other person authorized by resolution of the board of directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

Section 7. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California General Corporation Law shall govern the construction of these by-laws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular and the term “person” includes both a corporation and a natural person.

ARTICLE IX

AMENDMENTS

Section 1. Amendment by Shareholders. New by-laws may be adopted or these by-laws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the articles of incorporation.

Section 2. Amendment by Directors. Subject to the rights of the shareholders as provided in Section 1 of this Article IX, by-laws, other than a by-law or an amendment of a by-law changing the authorized number of directors, may be adopted, amended or repealed by the board of directors.

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CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

1. That I am the duly elected and acting secretary of First Step Independent Living Program, Inc., a California corporation; and

2. That the foregoing by-laws, comprising 17 pages, constitute the by-laws of said corporation as duly adopted at a meeting of the board of directors thereof duly held on February 5, 1981.

/s/ Bernard H. Bollinger

Secretary

RESOLUTION ADOPTED BY CONSENT

OF THE SOLE SHAREHOLDER OF

FIRST STEP INDEPENDENT LIVING PROGRAM. INC.

Pursuant to the applicable provisions of the laws of the State of California, the undersigned sole shareholder of First Step Independent Living Program, Inc., a California corporation (the “Corporation”), hereby consents to the adoption of the following resolutions:

RESOLVED, that the By-Laws of the Corporation are hereby amended by deleting the current Section 2 of Article III in its entirety and substituting the following therefore:

“Section 2. Number and Qualification of Directors

The number of directors of the corporation shall be not less than the minimum required by law nor more than seven (7), the precise number to be fixed by resolution of the shareholders from time to time.”

FURTHER RESOLVED, that the number of Directors of the Corporation is hereby increased to five (5).

FURTHER RESOLVED, that the following persons are hereby elected as members of the Board of Directors of the Corporation to serve until the next annual meeting of the shareholders of the Corporation and thereafter until their successors are elected and qualified: Elizabeth Hopper, Charlotte Sanford and Gregory Torres.

This action is hereby taken and is effective as of the 4th day of December, 1997.

NATIONAL MENTOR, INC.

/s/ Charlotte A. Sanford

Name: Charlotte A. Sanford

Title: Treasurer

EX-3.33

Exhibit 3.33

ARTICLES OF INCORPORATION

OF

COLE HEALTH CARE, INC.

I.

The name of this corporation is Cole Health Care, Inc.

II.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporation Code.

III.

The name and address in the State of California of this corporation’s initial agent for service of process is:

Arnold Cole

665 East Sunset Drive North

Redlands, California 92373

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is five thousand (5,000) shares of common stock.

Dated:  October 15, 1985

/s/	Arnold Cole
	Arnold Cole, Incorporator

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/	Arnold Cole
	Arnold Cole, Incorporator

HORRIGAN COLE ENTERPRISES, INC.

CERTIFICATE OF AMMENDMENT OF

ARTICLES OF INCORPORATION

OF

COLE HEALTH CARE, INC.

A California Corporation

ARNOLD COLE and ROBERT HORRIGAN, certify that:

1.They are the president and secretary respectively of COLE HEALTH CARE, INC., a California corporation.

2.Article I of the articles of incorporation of this corporation is amended to read as follows:

“The name of this corporation is HORRIGAN COLE ENTERPRISES, INC.”

3.The foregoing amendment of articles of incorporation has been approved by the Board of Directors of COLE HEALTH CARE, INC.

4.The amendment has been approved by 100% of the outstanding shares of this corporation in accordance with the Corporation Code of California.  The corporation has only one class of shares.  Each outstanding share is entitled to one vote.  The corporation has 1,000 outstanding shares and, hence the total number of shares entitled to vote with respect to the amendment was 1,000.  The number of shares voting in favor of the amendment exceeded the vote required in that the affirmative vote of a majority, that is more than 50% of the outstanding shares is required for approval of the amendment and the amendment was approved by affirmative vote of 1,000 shares or 100% of the outstanding shares of the corporation.

/s/ Arnold Cole

Arnold Cole, President

/s/ Robert Horrigan

Robert Horrigan, Secretary

Each of the undersigned declare under penalty of perjury under the laws of the State of California, that the matters set forth in this certificate are true and correct of our own

knowledge.

Dated:September 22, 1986

/s/ Arnold Cole

Arnold Cole, President

/s/ Robert Horrigan

Robert Horrigan, Secretary

EX-3.34

** Name Change by Certificate of Amendment of Articles of Incorporation filed 12/9/86.

Exhibit 3.34

BYLAWS OF

HORRIGAN COLE ENTERPRISES, INC.**

A California Corporation

ARTICLE I

DIRECTORS; MANAGEMENT

Section 1. Powers, Standard of Care. Close Corporation Exception

A. Powers: Subject to the provisions of the General Corporation Law of California, and subject to any limitation in the Articles of Incorporation and the Bylaws relating to action required to be approved by the Shareholders or by the outstanding shares, the business and affairs of this corporation shall be managed by and all corporate powers shall be exercised by or under the direction of the Board of Directors.

B. Standard of Care; Liability

i. Each Director shall exercise such powers and otherwise perform such duties in good faith, in the matters such Director believes to be in the best interests of the corporation, and, with such care including reasonable inquiry, using ordinary prudence, as a person in a like position would use under similar circumstances.

ii. In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in which case prepared or presented by:

(a) One or more officers or employees of the, corporation whom the Director believes to be reliable and competent in the matters presented,

(b) Counsel, independent accountants or other persons as to matters which the Director believes to be within such person’s professional or expert competence, or

(c) A committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as in any such case, the Director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

Section 2. Number and Qualification of the Board

The authorized number of Directors of the corporation shall be two. This number

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may be changed by amendment to the Articles of Incorporation or by an amendment to this Section 2, of Article I of these Bylaws, adopted by the vote or written consent of the Shareholders entitled to exercise majority voting power, as provided in California Corporations Code Section 212.

Section 3. Election and Term of Office of Directors

Directors shall be elected at each annual meeting of the Shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.

Section 4. Vacancies

Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders, or by court order, may be filled only by the vote of the majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of the majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified.

A vacancy in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Shareholders fail, at any meeting of the Shareholders at which any Directors are elected, to elect the full number of authorized Directors.

The Shareholders may elect a Director or Directors to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require a consent of a majority of the outstanding shares entitled to vote.

Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of Directors shall have the effect of removing any Director before the Director’s term of office expires.

Section 5. Removal of Directors

The entire Board of Directors or any individual Director names may be removed from office as provided by Sections 302, 303 and 304 of the California Corporations code. In such a case, the remaining Board Members may elect a successor Director to fill

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such vacancy for the remaining unexpired term of the Director so removed. No Director may be removed (unless the entire Board is removed) when the votes cast against removal or not consenting in writing to such removal would be sufficient to elect such Director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of Directors authorized at the time the Directors most recent election were then being elected; and when by the provisions of Articles the holders of the shares of any class or series voting as a class or series are entitled to elect one or more Directors, any Director so elected may be removed only by the applicable vote of the holders of the shares of that class or series.

Section 6. Place of Meetings

Regular meetings of the Board of Directors shall be held at any place within or without the state that has been designated from time to time by resolution of the Board. In the absence of such resolution, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within or without the state that has been designated in the notice of the meeting, or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in such meeting can hear one another, and all such Directors shall be deemed to have been present in person at such meeting.

Section 7. Annual Meetings

Immediately following each annual meeting of Shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, the election of officers and the transaction of other business. Notice of this meeting shall not be required. Minutes of any meeting of the Board, or any committee thereof, shall be maintained as required by Section 1500 of the California Corporations Code by the Secretary or other officer designated for that purpose.

Section 8. Other Regular Meetings

Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be, held without notice, provided the time and place of such meetings has been fixed by the Board of Directors, and further provided the notice of any change in the time of such meeting shall be given to all the Directors. Notice of a change in the determination of the time shall be given to each Director in the same manner as notice for special meetings of the Board of Directors.

If said day falls upon a holiday, such meetings shall be held on the next succeeding day thereafter.

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Section 9. Special Meetings/Notices

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the secretary or any two Directors.

Notice of the time and place for special meetings shall be delivered personally or by telephone to each Director or sent by first class mail or telegram, charges prepaid, addressed to each Director at his or her address as it is shown in the records of the corporation. In case such notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of holding of the meeting. In case such notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegram company at least forty-eight (48) hours prior to the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated to either the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly be communicated to the Director. The notice need not specify the purpose of the meeting, nor the place, if the meeting is to be held at the principal executive office of the corporation.

Section 10. Waiver of Notice

The transactions of any meeting of the Board of Directors, however called, noticed, or wherever held, shall be as valid as though had at a meeting duly held after the regular call and notice if a quorum be present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. Waiver of notices or consents need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 21 of this Article I. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum was present shall be regarded as the act of the Board of Directors, subject to the provisions of California Corporations Code Sections 310, 311 and 317(e). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 11. Adjournment

A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

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Section 12. Notice of Adjournment

Notice of the time and place of the holding of an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 13. Sole Director Provided by Articles of Incorporation

In the event only one Director is required by the Bylaws or Articles of Incorporation, then any references herein to notices, waivers, consents, meetings, or other actions by the majority or quorum of Directors shall be deemed or referred as such notice, waiver, etc., by such sole Director, who shall have all the rights and duties and shall be entitled to exercise all the powers and shall assume all the responsibilities otherwise herein described given to a Board of Directors.

Section 14. Directors Acting by Unanimous Written Consent

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting with the same force and effect as if taken by unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board. Such consent shall be filed with the regular minutes of the Board.

Section 15. Fees and Compensation of Directors

Directors and members of a Directors’ committee may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity as an officer, employee, or otherwise, and receiving compensation for such services.

Section 16. Committees

Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two (2) or more members of the Board and shall have such powers of the Board as may be expressly delegated to them by resolution of the Board of Directors. The Board may designate one (1) or more Directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Committees shall have such powers of the Board of Directors as may be expressly delegated to it by resolution of the Board of Directors except those powers expressly made nondelegable by California Corporations Code Section 311.

Section 17. Meetings and Action of Committees

Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article I, Sections 6,8,9,10,11,12, and 14, with such

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changes in the context of those Sections as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of the regular meetings of committees may be determined by resolution of the Board of Directors as well as the committee, and special meetings of committees may also be called by resolutions of the Board of Directors and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

Section 18. Advisory Directors

The Board of Directors from time to time may elect one (1) or more persons to be advisory Directors, who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, title shall be held at the pleasure of the Board.

ARTICLE II

OFFICERS

Section 1. Officers

The principal officers of the corporation shall be a Chairman of the Board or a President or both, a Secretary and a Chief Financial Officers who may also be called Treasurer. The corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents, one or more Assistant Secretaries, and such other officers as may be appointed in accordance with the provision of Section 3 of this Article. One person may hold two or more offices.

Section 2. Election of Officers

The principal officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 of this Article, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

Section 3. Subordinate Officers. Etc.

The Board of Directors may empower the President to appoint and remove such officers (other than the principal officers) as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

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Section 4. Removal and Resignation of Officers

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by a majority of the Directors at that time in office, at any regular or special meeting of the Board, or, excepting the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Section 5. Vacancies in Office

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.

Section 6. Chairman of the Board

The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or prescribed by the Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article.

Section 7. President

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and the officers of the corporation. He or she shall preside at all the meetings of the Shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of Shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation, shall be ex officio a member of all the standing committees, including the executive committee, if any, and shall have such other powers and duties as may be described by the Board of Directors or the Bylaws.

Section 8. Vice Presidents

In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, shall perform all the duties of the President, and so acting shall have all the powers of, and be subject to the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of

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Directors or the Bylaws, the President, or the Chairman of the Board.

Section 9. Secretary

The Secretary shall keep or cause to be kept at the principal executive office or such other place as the Board of Directors may order, a book of minutes of all meetings of Directors, Committees of Directors, and Shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Directors and Committee meetings, the number of shares present or represented at Shareholders meetings, and the proceedings thereof.

The Secretary shall keep or cause to be kept at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register, showing the names of the shareholders and their addresses; the number of classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Board of Directors required by the Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

Section 10. Chief Financial Officer

The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any Director.

The Chief Financial officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

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ARTICLE III

MEETING OF SHAREHOLDERS

Section 1. Place of Meetings

Meetings of Shareholders shall be held at any place within or without the State of California designated by the Board of Directors. In the absence of any such designation, Shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2. Annual Meeting

The annual meeting of the Shareholders shall be held on the third Thursday in February. If this day be a legal holiday, then the at 3:00 P.M. commencing on the next succeeding business day, at the February, 1987.  At the annual meeting, the Shareholders shall elect a Board of Directors, report the affairs of the corporation, and transact such other business as may properly be brought before the meeting. If the above date is inconvenient, the annual meeting, of Shareholders shall be held each year on a date and at a time designated by the Board of Directors within twenty (20) days of the above date upon proper notice to all shareholders.

Section 3. Special Meetings

A special meeting of the Shareholders, for any purpose or purposes whatsoever, may be called at any time by the Board of Directors, or by the Chairman of the Board of Directors, or by the President, or by one or more Shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at any such meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board, the President, any Vice President or the Secretary of the corporation. The officer receiving such request shall forthwith cause notice to be given to the Shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice in the manner provided in these Bylaws or upon application to the Superior Court as provided in California Corporations Code Section 305(c). Nothing contained in this paragraph of this Section shall be construed as limiting, fixing or affecting the time when a meeting of Shareholders called by action of the Board of Directors may be held.

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Section 4. Notice of Meetings: Reports

Notice of meetings, annual or special, shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting, to Shareholders entitled to vote thereat by the Secretary or the Assistant Secretary, or if there be no such officer, or in the case of his or her neglect or refusal, by any Director or Shareholder.

Such notices or any reports shall be given personally or by mail, or other means of communications as provided in California Corporations Code Section 601, and shall be sent to the Shareholder’s address appearing on the books of the corporation, or supplied by him or her to the corporation for the purposes of notice, and in absence thereof as provided in California Corporations Code Section 601 by posting notice at a place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the prinicpal executive office is located. Notice of any meeting of Shareholders shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (ii) in the case of an annual meeting, those matters which the Board of Directors, at the date of the mailing of notice, intends to present for action by the Shareholders. At any meeting where Directors are elected, notice shall include the names of the nominees, if any, intended at the date of notice to be presented by the management for election.

If action is proposed to be taken at any meeting for approval of (i) contracts or transactions in which a Director has a direct or indirect financial interest, pursuant to California Corporations Code Section 310, (ii) an amendment to the Articles of Incorporation, pursuant to Section 902 of such Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of such Code, (iv) dissolution of the corporation, pursuant to Section 1900 of such Code, or (v) a distribution to preferred Shareholders, pursuant to Section 2007 of such Code, the notice shall also state the general nature of such proposal.

Section 5. Quorum

The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of Shareholders shall constitute a quorum for the transaction of business. The Shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least majority of the shares required to constitute a quorum.

Section 6. Adjourned Meeting and Notice Thereof

Any Shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at such meeting, either in person or by proxy, but in the absence of a quorum, no other

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business may be transacted at such meeting.

When any meeting of Shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from he date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Section 4 of this Article. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 7. Waiver of Notice or Consent by Absent Shareholders

The transactions at any meeting of Shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, of a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or any approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any regular or special meeting of Shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the last paragraph of Section 4 of this Article, the waiver of notice or consent shall state the general nature of such proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance of a person at a -meeting shall also constitute a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice if such objection is expressly made at the meeting.

Section 8. Shareholders Acting Without a Meeting; Filling Vacancies on Board

Any action which may be taken at a meeting of the Shareholders may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose and filed with the Secretary of the corporation; provided further, that while ordinarily Directors can only be elected by unanimous written consent under California Corporations Code Section 603(d), as to vacancy created by death, resignation or other causes, if the Directors fail to fill a vacancy, then a Director to fill that vacancy may be elected by the written consent of persons holding a majority of shares entitled to vote for the election of Directors.

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Section 9. Other Actions Without a Meeting

Unless otherwise provided in the General Corporation Law, any action which may be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Unless the consents of all Shareholders entitled to vote have been solicited in writing,

(a) Notice of any Shareholder approval pursuant to California Corporations Code Sections 310, 317, 1201 or 2007 without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval; and

(b) Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting by less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing.

Any Shareholder giving a written consent, or the shareholder’s proxyholders, or a transferee of the shares of a personal representative of the Shareholder or their respective proxyholders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary.

Section 10. Voting Rights; Cumulative Voting

Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day fixed by the Board of Directors for the determination of the Shareholders of record, shall be entitled to vote at any Shareholders’ meeting.

Provided the candidate’s name has been placed in nomination prior to the voting and one or more Shareholders have given notice at the meeting prior to voting of the Shareholders intent to cumulate the Shareholders votes, every Shareholder entitled to vote at any election for Director of any corporation for profit may cumulate his or her votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his or her shares are entitled, or distribute his or her votes on the same principle among as many candidates as he or she thinks fit.

The candidate receiving the highest number of votes up to the number of Directors to be elected are elected.

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The Board of Directors may fix a time as a record date for the determination of the Shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any allotment, rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares. In such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, or to receive such dividends, distribution, or allotment of rights, or to exercise such rights, as the case may be, notwithstanding a transfer of any share on the books of the company after any record date fixed as aforesaid.

Section 11. Proxies

Every Shareholder entitled to vote for Directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the corporation. A proxy shall be deemed signed if the Shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless revoked by the person executing it, prior to the vote pursuant thereto, by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting and voting in person by the person executing the proxy; provided, however, that no such proxy shall be valid after the expiration of eleven (11) months from the date of such proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of California Corporations Code Section 705(e) and (f).

Section 12. Chairman and Secretary of Meeting

The President, or in the absence of the President, any Vice President, shall call the meeting of the Shareholders to order, and shall act as Chairman of the meeting. In the absence of the President and all the Vice Presidents, Shareholders shall appoint a Chairman at such meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretary at any meeting of the Shareholders, the presiding officer shall appoint any person to act as such Secretary of the meeting.

Section 13. Inspectors of Election

Before any meeting of Shareholders, the Board of Directors may appoint any person other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are appointed, the Chairman of the meeting may, and on the request of any Shareholder or his or her proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more Shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person

13

appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors before the meeting, or by the Chairman at the meeting.

The duties of these inspectors shall be as follows:

(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(b) Receive votes, ballots, or consents;

(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d) Count and tabulate all votes or consents;

(e) Determine the election result; and

(f) Do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders.

ARTICLE IV

CERTIFICATES AND TRANSFERS OF SHARES

Section 1. Certificates for Shares

Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number and date of issuance; the number of shares for which it is issued; a statement of the rights, privileges, preferences and restrictions, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; and if the shares be assessable, or if assessments are collectible by personal action, a plain statement of such facts.

Every certificate for shares must be signed by the President or a Vice President and a Secretary or an Assistant Secretary, and must be authenticated by the signature of the President and Secretary or an Assistant Secretary. No certificate or certificates for shares are to be issued until such shares are fully paid, unless the board authorizes the issuance of certificates or shares as partly paid, provided that such certificates shall state the amount of consideration to be paid therefore and the amount paid thereon.

Section 2. Transfer on the Books

Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction on its books.

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Section 3. Lost or Destroyed Certificates

Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and shall, if the Directors so require, give the corporation a bond of indemnity, in the form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same manner and for the same number of shares as the one alleged to be lost or destroyed.

Section 4. Transfer Agents and Registrar

The Board of Directors may appoint one or more transfer agents or transfer clerks and one or more registrars, which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Directors may designate.

Section 5. Record Date: Closing Stock Transfer Books

In order that the corporation may determine the Shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any lawful action, the Board may fix in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action. If no record date is fixed:

(a) The record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of the business on the business day next preceding the day on which notice is given or, if notice is waived, at close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is given.

(c) The record date for determining Shareholders for any other purpose shall be the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

The Board of Directors may close the books of the company against transfers of shares during the whole or any part. of such period.

Section 6. Legend Condition

In the event any shares of this corporation are issued pursuant to a permit or exemption therefrom requiring the imposition of a legend condition, the person or persons issuing or transferring said shares shall make sure said legend appears on the

15

certificate and on the stub relating thereto in the stock record book and shall not be required to transfer any shares free of such legend unless an amendment to such permit or a new permit be first issued so authorizing said deletion.

Section 7. Close Corporation Certificates

All certificates representing shares of this corporation, in the event it shall elect to become a close corporation, shall contain the legend required by California Corporations Code Section 418(c).

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYEES AND AGENTS

The corporation may at its option, to the maximum extent permitted by the California General Corporation Law, indemnify each of its agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the corporation. For the purposes of this Section, an “agent” of the corporation includes a person who is or was a Director, officer, employee or other 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, or was a Director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of any other enterprise at the request of such predecessor corporation.

ARTICLE VI

CORPORATE RECORDS AND REPORTS; INSPECTION

Section 1. Records

The corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books and records of its business and properties. If the corporation has fewer than one hundred (100) Shareholders, the financial statements need not be prepared according to generally accepted accounting principles so long as the financial statements reasonably sets forth the assets and liabilities, income and expenses of the corporation, and discloses the accounting basis used. All of such books, records and accounts shall be kept at the corporation’s principal executive office in the State of California, as fixed by the Board of Directors, from time to time, or shall be kept at such place or such places as designated by the Board of Directors. The minutes shall be kept in written form and accounting books and records shall be kept in either written form or in any other form capable of being converted into written form. Such minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interest as a Shareholder or as the holder of a voting trust certificate. Such

16

inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. The foregoing rights of inspection shall extend to the records of each subsidiary corporation.

Section 2. Maintenance and Inspection of Share Register

The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Directors, a record of its Shareholders and the number and class of shares held by each Shareholder. A Shareholder or Shareholders of the corporation holding at least five percent (5%) in the aggregate of outstanding voting shares of the corporation may (i) inspect, and copy the records of Shareholders names and addresses and shareholding during usual business hours upon five (5) days prior written demand upon the corporation, and/or (II) obtain from the transfer agent of such transfer agent’s usual charges for such a list, a list of the Shareholders names and addresses who are entitled to vote for the election of Directors, and their shareholdings, as of the most recent record date for which such list has been compiled or as of a date specified by the Shareholders subsequent to the day of demand.

Section 3. Maintenance and Inspection of Bylaws

The corporation shall keep at its principal executive office, or if its principal executive office is not in this state, at its principal business office in this state, the original or a copy of the Bylaws amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the state and the corporation has no principal business office in this state, the Secretary shall, upon written request of any Shareholder, furnish to such Shareholder a copy of the Bylaws as amended to date.

Section 4. Annual Report to Shareholders

Provided this corporation has one hundred (100) Shareholders or less, the Annual Report to Shareholders referred to in Section 1501 of the General Corporation Law is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to Shareholders of the corporation as they deem appropriate. Should this corporation have one hundred (100) or more Shareholders, an Annual Report must be furnished not later than one hundred twenty (120) days after the end of each fiscal period.

Section 5. Financial Statements

A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file at the principal executive office of the corporation for twelve (12) months from the date of its execution, and each such statement shall be

17

exhibited at all reasonable. times to any Shareholder demanding an examination of such statement or a copy shall be made to any such Shareholder.

If a Shareholder or Shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation make a written request to the corporation for an income statement of the corporation for the three (3) month, six (6) month, or nine (9) month period of the then current fiscal year ended more than thirty (30) days prior to the date of the request, and a balance sheet of the corporation at the end of such period, the Chief Financial Officer shall cause such statement-to be prepared, if not already prepared, and shall deliver personally or mail such statement or statements to the person making the request within thirty (30) days after the receipt of such request. If the corporation has not sent to the Shareholders its Annual Report for the last fiscal year, this report shall likewise be delivered or mailed to such Shareholder or Shareholders within thirty (30) days after such request.

The corporation also shall, upon the written request of any Shareholder, mail to the Shareholder a copy of the last annual, semi-annual or quarterly income statement which it has prepared and a balance sheet as of the end of such period. This quarterly income statement and balance sheets referred to in this Section shall be accompanied by the report thereon, if any, of any independent accountants engaged in the corporation or the certificate of authorized officer of the corporation that such financial statements were prepared without audit from the books and records of the corporation.

Section 6. Annual Statement of General Information

The corporation shall, in a timely manner, in each year, file with the Secretary of State of California, on the prescribed form a statement setting forth the authorized number of Directors, the names and complete business or residence addresses of all incumbent Directors, the names and complete business or residence addresses of the Chief Executive Officer, Secretary, and Chief Financial Officer, the street address of it’s principal executive office or principal business office in this state and the general type of business constituting the principal business activity of the corporation, together with a designation of the agent of the corporation for the purpose of the service of process, all in compliance with California Corporations Code Section 1502.

ARTICLE VII

GENERAL CORPORATE MATTERS

Section 1. Checks, Drafts, and Evidence of Indebtedness

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be

18

determined by resolution of the Board of Directors.

Section 2. Corporate Contracts and Instruments, How Executed

The Board of Directors, except as in the Bylaws otherwise provide, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of any officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

Section 3. Representation of Shares of Other Corporation

The Chairman of the Board, the President, or any Vice President, or any other person authorized by resolution of the Board of Directors by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority herein granted to said officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any such officer in person or by any person authorized to do so by proxy duly elected by said officer.

Section 4. Construction and Definitions

Unless the context requires otherwise, the general provisions, rules of construction, and the definitions of the California General Corporation Laws shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE VIII

AMENDMENTS TO BYLAWS

Section 1. Amendment by Shareholders

New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, the authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

Section 2. Amendment by Directors

Subject to the rights of the Shareholders as provided in Section 1 of this Article,

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to adopt, amend, or repeal Bylaws, and the limitation of California Corporations Code Section 204(a)(5) and 212, Bylaws may be adopted, amended, or repealed by the Board of Directors.

ARTICLE IX

MISCELLANEOUS

Section 1. References to Code Sections

Section designations of three (3) digits or more references herein refer to the General Corporation Law of California as effective January 1, 1977.

Section 2. Effect of Shareholders Agreement

Any Shareholders agreement authorized by Section 300(b), shall only be effective to modify the terms of these Bylaws if this corporation elects to become a close corporation with appropriate filing of or amendment to its Articles as required by California Corporations Code Section 202 and shall terminate when this corporation ceases to be a close corporation. Such an agreement cannot waive or alter Sections 158, (defining close corporations), 202 (requirements of Articles of Incorporation), 500 and 501 (relative to distribution), 111 (merger), 1201(e) (reorganization) or Chapter 15 (records and reports), Chapter 16 (rights of inspection), Chapter 18 (involuntary dissolution), or Chapter 22 (crimes and penalties). Any other provisions of the Code or these Bylaws may be altered or waived thereby, but to the extent they are not so altered or waived these Bylaws shall be applicable.

Section 3. Subsidiary Corporations

Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is defined in California Corporations Code Section 189(a) and (b).

Section 4. Offices

The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the board of directors shall likewise fix and designate a principal business office in the State of California.

The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

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CERTIFICATE

I, ROBERT HORRIGAN, hereby certify that:

I am the Secretary of Cole Health Care, Inc., a California corporation; and

The foregoing Bylaws, consisting of 22 pages, are a true and correct copy of the Bylaws of the corporation’s duly adopted by approval of the Board of Directors of the corporation at a regular meeting duly held on October 28, 1985, at 150 West Fifth Street, San Bernardino, California.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the corporation this 30 day of October, 1985.

	/s/ Robert Horrigan
Secretary

FIRST AMENDMENT

TO

BYLAWS

OF

COLE HEALTH CARE, INC.

A California corporation

This First Amendment (“Amendment”) is made by and between the Directors of the above corporation.

Recitals

A. On or about October 28, 1985 the Bylaws of the corporation were adopted by the Directors of the corporation.

B. The Directors hereby exercise their power to amend the Bylaws pursuant to Section 2 of Article VIII of the Bylaws, as provided therein.

Operative Provisions

NOW, THEREFORE, the parties hereto agree to amend the Bylaws as follows:

1.A Section 11 of Article II is added as follows:

“Section 11. Reimbursement of Disallowed Payments.

Any payments made to an Officer, Director, or employee of the Corporation, including without limitation loans, salary payments, commissions, bonuses, interest payments, or reimbursements for business or entertainment expenses incurred by him, that shall be disallowed for federal or state income tax purposes in whole or in part as a deductible expense or be treated as a dividend of the Corporation, shall be reimbursed to the Corporation by such Officer, Director, or employee to the full extent of the disallowance within ninety (90) days after the Corporation has been notified of the disallowed amount. It shall be the duty of the Board of Directors to enforce payment of each amount disallowed. In lieu of payment by the Officer, Director, or employee, the Board

of Directors of the Corporation may withhold up to fifty percent (50%) of any future salary payments or other payments due such Officer, Director, or employee until the amount owed the Corporation has been recovered.”

2. This First Amendment is effective as of October 28, 1985.

CERTIFICATE

I, ROBERT HORRIGAN, hereby certify that:

I am the Secretary of Cole Health Care, Inc., a California corporation; and

The foregoing First Amendment to the Bylaws, consisting of 2 pages, is a true and correct copy of the First Amendment to the Bylaws of the corporation as duly adopted by the Board of Directors.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the corporation this 30 day of October, 1985.

	/s/ Robert Horrigan
Secretary

RESOLUTION ADOPTED BY CONSENT

OF THE SOLE SHAREHOLDER OF

HORRIGAN COLE ENTERPRISES. INC,

Pursuant to the applicable provisions of the laws of the State of California, the undersigned sole shareholder of Horrigan Cole Enterprises, Inc., a California corporation (the “Corporation”), hereby consents to the adoption of the following resolutions:

RESOLVED, that the Bylaws of the Corporation are hereby amended by deleting the current Section 2 of Article I in its entirety and substituting the following therefore:

“Section 2. Number and Qualification of the Board

The number of Directors of the Corporation shall be not less than the minimum required by law nor more than seven (7), the precise number to be fixed by resolution of the Shareholders from time to time.”

FURTHER RESOLVED, that the number of Directors of the Corporation is hereby increased to five (5).

FURTHER RESOLVED, that the following persons are hereby elected as members of the Board of Directors of the Corporation to serve until the next annual meeting of the shareholders of the Corporation and thereafter until their successors are elected and qualified: Elizabeth Hopper, Charlotte Sanford and Gregory Torres.

This action is hereby taken and is effective as of the 4th day of December, 1997.

NATIONAL MENTOR, INC.
By:	/s/ Charlotte A. Sanford
Treasurer

EX-3.35

Exhibit 3.35

[SEAL]

ARTICLES OF INCORPORATION OF OHIO MENTOR, INC.

The undersigned, a citizen of the United States desiring to form a Corporation for profit under the General Corporation Law of Ohio does hereby certify that;

ARTICLE 1 - NAME

The name of said Corporation shall be OHIO MENTOR, INC.

ARTICLE 2 - PRINCIPAL OFFICE

The place in the State of Ohio where its principal office is to be located is the County of Franklin, City of Columbus.

ARTICLE 3 - DURATION

The term of existence of this Corporation is perpetual.

ARTICLE 4 - PURPOSE

The purposes for which the Corporation is formed are:

A.To provide human and health care services in the State of Ohio, and,

B.To engage in any or all other lawful acts or activities for which corporations may be formed under sections 1701.01 to 1701.98, inclusive of the Ohio Revised Code.

ARTICLE 5 - OUTSTANDING SHARES

The maximum number of shares of shares that the Corporation is authorized to have outstanding is One Thousand Shares, all of which will be common shares without par value.

ARTICLE 6 - CAPITAL

The amount of capital with which the Corporation will begin business will be not less than Five Hundred Dollars ($500.00).

ARTICLE 7 - REDEMPTION

The Corporation throught its Board of Directors shall have the right and power to purchase any of its outstanding shares of such price and upon such terms as may be agreed upon between the Corporation and the selling shareholder or shareholders.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 28th day of March, 1984.

/s/ O. Nadine Van Dyke

O. NADINE VAN DYKE

C-123 August 1983

Prescribed by Sherrod Brown

Secretary of State

[SEAL] CONSENT FOR USE OF SIMILAR NAME

On the  4th  day of  May , 19 84
the BOARD OF DIRECTORS (TRUSTEES) OF			MENTOR COMPANY
			(Name of Corporation giving Consent)
	(Charter or License No.)	519560

pased the following resolution:

RESOLVED, that			MENTOR COMPANY
			(Name of Corporation giving Consent)
gives it consent to		OHIO MENTOR, INC.
to use the name	OHIO MENTOR, INC.

Date	May 4, 1984	Signed	/s/ [ILLEGIBLE]
			Secretary of Assistant Secretary of
			Consenting Corporation

NOTE:This document: MUST BE SIGNED by the SECRETARY or ASSISTANT SECRETARY of the consenting corporation, pursuant to Section 1701.05(A) of the Ohio Revised Code.

14th Floor State Office Tower Columbus, Ohio 43215 614/466-3910

ORIGINAL APPOINTMENT OF AGENT OF
OHIO MENTOR, INC.

The undersigned, being all of the incorporators of Ohio Mentor, Inc., hereby appoint O. Nadine Van Dyke of 1572 Cardiff Road, Columbus, Ohio 43221, a natural person, resident in the State, as agent upon whom process, notice or demands required or permitted by Statute to be served upon the Corporation may be served, the complete address of the Agent is:

1572 Cardiff Road, Columbus, Ohio 43221. Franklin Co.

28 March 1984

DATE

/s/ O. Nadine Van Dyke

O. NADINE VAN DYKE

Incorporator

ACCEPTANCE OF APPOINTMENT OF AGENT

The undersigned hereby accepts the Appointment as Agent of OHIO MENTOR, INC., upon which process, notices and demands may be served.

/s/ O. Nadine Van Dyke

O. NADINE VAN DYKE

28 March 1984

DATE

[SEAL]

CERTIFICATE OF MERGER

In accordance with the requirements of Ohio law, the undersigned, corporations, limited liability companies and/or limited partnerships, desiring to effect a merger, set forth the following facts:

I.              SURVIVING ENTITY

A.            The name of the entity surviving the merger is:

Ohio Mentor, Inc.                                                                        

                [Illegible]

B.            Name Change:  As a result of this merger, the name of the surviving entity has been changed to the following:

N/A                                                                                              

                [Illegible]

C.            The surviving entity is a:       (Please check the appropriate box and fill in the appropriate blanks)

ý      Domestic (Ohio) corporation.

o      Foreign (Non-Ohio) corporation incorporated under the laws of the state/country of                               , and licensed to transact business in the state of Ohio.

o      Foreign (Non-Ohio) corporation incorporated under the laws of the state/country of                               , and NOT licensed to transact business in the state of Ohio.

o      Domestic (Ohio) limited liability company.

o      Foreign (Non-Ohio) limited liability company organized under the laws of the state/country of                               , and registered to do business in the state of Ohio.

o      Foreign (Non-Ohio) limited liability company organized under the laws of the state/country of                               , and NOT registered to do business in the state of Ohio.

o      Domestic (Ohio) limited partnership, registration number                           .

o      Foreign (Non-Ohio) limited partnership organized under the laws of the state/country of                               , and registered to do business in the state of Ohio under registration number                           .

o      Foreign (Non-Ohio) limited partnership organized under the laws of the state/country of                               , and NOT registered to do business in the state of Ohio.

II.            Merging Entities

The name, type of entity, and state/country of incorporation or organization, respectively, of each entity, other than the survivor, which is a party to the merger are as follows: [Illegible]

Name	State/Country of Organization	Type of Entity
Mellet Group Homes, Inc. (Charter No. 444831)	Ohio	Corporation

III.           Merger Agreement on File

The name and mailing address of the person or entity from whom/which eligible persons may obtain a copy of the agreement of merger upon written request:

Name	Address
Michelle H. Ancosky	3414 Peachtree Road, N.E., Suite 1400
	(street and number)
	Atlanta, GA  30326
	(city, village or township) (state) (zip code)

IV.           Effective Date of Merger

This merger is to be effective:

On                                (if a date is specified, the date must be a date on or after the date of filing; the effective date of the merger cannot be earlier than the date of filing; if no date is specified, the date of filing will be the effective date of the merger).

V.            Merger Authorized

The laws of the state or country under which each constituent entity exists, permits this merger.

This merger was adopted, approved and authorized by each of the constituent entities in compliance with the laws of the state under which it is organized, and the persons signing this certificate on behalf of each of the constituent entities are duly authorized to do so.

VI.           Statutory Agent

The name and address of the surviving entity’s statutory agent upon whom any process, notice or demand may be served is:

Name	Address
	(street and number)
, Ohio
(city, village or township) (zip code)

(This item MUST be completed if the surviving entity is a foreign entity which is not licensed, registered or otherwise authorized to conduct or transact business in the state of Ohio)

                Acceptance of Agent

The undersigned, named herein as the statutory agent for the above referenced surviving entity, hereby acknowledges and accepts the appointment of statutory agent for said entity.

                                                        
Signature of Agent

(The acceptance of agent must be completed by domestic surviving entities if through this merger the statutory agent for the surviving entity has changed, or the named agent differs in any way from the name reflected on the Secretary of State’s records.

VII.         Statement of Merger

Upon filing, or upon such later date as specified herein, the merging entity/entities listed herein shall merge into the listed surviving entity.

VIII.        Amendments

The articles of incorporation, articles of organization or certificate of limited partnership (strike the inapplicable term) of the surviving domestic entity herein, are amended as set forth in the attached “Exhibit A.”

(Please note that any amendments to articles of incorporation, articles of organization or to a certificate of limited partnership MUST be attached if the surviving entity is a DOMESTIC corporation, limited liability company, or limited partnership.)

IX.           Qualification or Licensure of Foreign Surviving Entity

A.            The listed surviving foreign corporation, limited liability company, or limited partnership desires to transact business in Ohio as a foreign corporation, foreign limited liability company, or foreign limited partnership, and hereby appoints the following as its statutory agent upon whom process, notice or demand against the entity may be served in the State of Ohio.  The name and complete address of the statutory agent is:

(name)	(street and number)
, Ohio
(city, village or township) (zip code)

The subject surviving foreign corporation, limited liability company or limited partnership irrevocably consents to service of process on the statutory agent listed above as long as the authority of the agent continues, and to service of process upon the Secretary of State if the agent cannot be found, if the corporation, limited liability company or limited partnership fails to designate another agent when required to do so, or if the corporation’s, limited liability company’s or limited partnership’s license or registration to do business in Ohio expires or is canceled.

B.            The qualifying entity also states as follows:  (complete only if applicable)

1.             Foreign Qualifying Limited Liability Company

(If the qualifying entity is a foreign limited liability company, the following information must be completed.)

(a)           The name of the limited liability company in its state of organization/registration is

____________________________________________________________________

(b)           The name under which the limited liability company desires to transact business in Ohio is

____________________________________________________________________

(c)           The limited liability company was organized or registered on                             under the laws of the state/country of                              .

(d)           The address to which interested persons may direct requests for copies of the articles of organization, operating agreement, bylaws, or other charter documents of the company is:

2.             Foreign Qualifying Limited Partnership

(If the qualifying entity is a foreign limited partnership, the following information must be completed.)

(a)           The name of the limited partnership is

(b)           The limited partnership was formed on                         under the laws of the state/county of                          

(c)           The address of the office of the limited partnership in its state/country of organization is

(d)           The limited partnership’s principal office address is

(e)           The names and business or residence addresses of the GENERAL partners of the partnership are as follows

Name Address

(If insufficient space to cover this item, please attach a separate sheet listing the general partners and their respective addresses)

(f)            The address of the office where a list of the names and business or residence addresses of the limited partners and their respective capital contributions to be maintained is.

(street address)

(city, township or village) (county) (state) (zip code)

The limited partnership hereby certifies that it shall maintain said records until the registration of the limited partnership in Ohio is cancelled or withdrawn.

The undersigned constituent entities have caused this certificate of merger to be signed by its duly authorized officers, partners and representatives on the date(s) stated below.

Ohio Mentor, Inc.		Mellet Group Homes, Inc.
(Exact name of entity)		(Exact name of entity)
By:	/s/ Michelle H. Ancosky	By:	/s/ Michelle H. Ancosky
Its:	Assistant Secretary	Its:	Assistant Secretary
Date:		Date:
(Exact name of entity)		(Exact name of entity)
By:		By:
Its:		Its:
Date:		Date:
(Exact name of entity)		(Exact name of entity)
By:		By:
Its:		Its:
Date:		Date:
(Exact name of entity)		(Exact name of entity)
By:		By:
Its:		Its:
Date:		Date:
(Exact name of entity)		(Exact name of entity)
By:		By:
Its:		Its:
Date:		Date:

EX-3.36

Exhibit 3.36

Ohio Mentor, Inc.

REGULATIONS

ARTICLE I

General Provisions

Section 1. Name- The name of the corporation shall be Ohio Mentor, Inc.

Section 2. Location- The principal office of the corporation shall initially be located at the place set forth in the Articles of Incorporation of the corporation.  The directors may establish other offices and places of business in Ohio or elsewhere.

Section 3. Fiscal Year- Except as from time to time otherwise determined by the directors, the fiscal year of the corporation shall end on the last day of December of each year.

ARTICLE II

Meetings of the Stockholders

Section 1. Annual Meetings- An annual meeting of the stockholders shall be held on the twelfth (12^th) day of September (or on the next business day if that is a legal holiday) at 10:00 o’clock A.M. unless a different hour is fixed by the President or the directors and stated in the notice of meeting.  The purposes for which the annual meeting is to be held, in addition to those prescribed by law, the Articles of Incorporation or these Regulations, may be specified by the President or the directors.  In the event that an annual meeting is not held on the date fixed in these Regulations, a special meeting may be held in lieu thereof with all the force and effect of an annual meeting.

Section 2. Special Meetings- Special meetings of the stockholders may be called by the President or the directors by action at a meeting, or a majority of the directors acting without a meeting, and shall be called by the Secretary (or in case of the death, absence, incapacity or refusal of the Secretary, by any other officer) upon written application of one or more stockholders who hold at least 10% of the capital stock entitled to vote thereat.  Upon the request in writing delivered either in person or by registered mail to the President or Secretary by any persons entitled to call a meeting of the shareholders entitled thereto. If such request be refused, then the persons making the request may call a meeting by giving notice in the manner provided by these Regulations.

Section 3. Place of Meetings- All meetings of the stockholders shall be held at the principal office of the corporation unless a different place within the United States is fixed by the President or the directors and stated in the notice of meeting.

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Section 4. Notice of Meetings- A written notice of each meeting of the stockholders, stating the place, date and hour thereof and the purposes for which the meeting is to be held, shall be given by the Secretary (or in case of the death, absence, incapacity or refusal of the Secretary, by any other officer) at least seven days before the meeting to each stockholder of record entitled to vote thereat, and to each stockholder, who, under the Articles of Incorporation of these Regulations, is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it postage prepaid and addressed to such stockholder at his address as it appears in the records of the corporation.  Notice of a meeting need not be given to a stockholder if a written waiver of notice, executed before or after the meeting by such stockholder of his attorney thereunto authorized, is filed with the records of the meeting.  Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

Section 5. Shareholders List- Upon request of any shareholders at any meeting of shareholders, there shall be produced at such meeting an alphabetically arranged list, or classified lists, of the shareholders of record as of the record date of such meeting, who are entitled to vote, showing their respective addresses and the number and class of shares held by each.  Such list or lists when certified by the officer or agent in charge of the transfers of shares shall be prima-facie evidence of the facts shown therein.

Section 6. Quorum- The holders of a majority in interest of all stock issued, outstanding and entitled to vote, present or represented by proxy, shall constitute a quorum at any meeting of the stockholder.  If a quorum shall not be present or represented at any meeting of the stockholders, a lesser number may, without further notice, adjourn the meeting to any other time.

Section 7. Voting and Proxies- The corporation shall not directly or indirectly vote any share of its own stock.  At every meeting of shareholders, each outstanding share having voting power shall entitle the holder thereof to one vote on each matter properly submitted to the shareholders, subject to the provisions with respect to cumulative voting set forth in this section.  If notice in writing is given by any shareholder to the President, a Vice President or the Secretary, not less than forty-eight hours before the time fixed for holding a meeting of the shareholders for the purpose of electing directors if notice of such meeting shall have been given at least ten days prior thereto, and otherwise not less than twenty-four hours before such time, that he desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the Secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he possesses and to give one candidate as many votes as the number of directors to be elected multiplied by the number of his votes equals, or to distribute his votes on the same principle among two or more candidates, as he sees fit.  A shareholder shall be entitled to vote even though his shares have not been fully paid, but shares upon which an installment of the purchase price is overdue and unpaid shall not be voted.

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A person who is entitled to attend a shareholders’ meeting, to vote thereat, or to execute consents, waivers, or releases, may be represented at such meeting or vote thereat, and execute consents, waivers, and releases, and exercise any of his other rights, by proxy or proxies appointed by a writing signed by such person.  A telegram or cablegram appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of a writing, appointing a proxy is sufficient writing.  No appointment of a proxy shall be valid after the expiration of eleven months after it is made unless the writing specifies the date on which it is to expire or the length of time it is to continue in force.  Proxies shall be filed with the clerk of the meeting, or of any resumed meeting, before being voted.  A proxy with respect to stock held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the corporation receives a specific written notice to the contrary from any one of them.  A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise, in which event the burden or proving invalidity shall rest on the challenger.

Section 8. Action at Meetings- When a quorum is present at any meeting, the holders of a majority in interest of the stock having voting power, present or represented by proxy and voting on a matter, shall decide any matter to be voted on by the stockholders, including the election of officers and directors, except where a different vote is required by law, the Articles of Incorporation, these Regulations or any agreement between the corporation and the stockholders.  Any election by stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote in the election.  No ballot shall be required for any election unless requested by a stockholder present or represented by proxy at the meeting and entitled to vote in the election.

Section 9. Annual Statement- At the annual meeting of shareholders, or the meeting held in lieu of it, the corporation shall prepare and lay before the shareholders a financial statement consisting of (i) balance sheet containing a summary of the assets, liabilities, stated capital, if any, and surplus (showing separately any capital surplus arising from unrealized appreciation of assets, other capital surplus, and earned surplus) of the corporation as of a date not more than four months before such meeting (if such meeting is an adjourned meeting, the balance sheet may be as of a date not more than four months before the date of the meeting as originally convened); and (ii) a statement of profit and loss and surplus, including a summary of profits, dividends or distributions paid, and other changes in the surplus accounts of the corporation for the period commencing with the date marking the end of the period for which the last preceding statement of profit and loss required under this section was made and ending with the date of the balance sheet, or in the case of the first statement of profit and loss, from the incorporation of the corporation to the date of the balance sheet.  The financial statement shall have appended to it a certificate signed by the President or a Vice President or the Treasurer or an Assistant Treasurer or by a public accountant or firm of public accountants to the effect that the financial statement presents fairly the position of the corporation and the results of its operations in conformity with generally accepted accounting principles applied on a basis consistent for the period covered thereby, or to the effect that the financial statements have been prepared on the basis of accounting practices and principles that are reasonable in the circumstances.  Upon the written request of any shareholder made within sixty days after notice of any such meeting has been give, the corporation, not later than the fifth day after receiving such request of the

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fifth day before such meeting, whichever is the later date, shall mail to such shareholder a copy of such financial statement.

Section 10. Action by Consent- Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action by a writing filed with the records of the meetings of stockholders.  Such consent shall be treated for all purposes as a vote at a meeting.

ARTICLE III

Directors

Section 1. Powers- The business and property of the corporation shall be managed by a board of directors who may exercise all the powers of the corporation which are not expressly reserved to the stockholders by law, the Articles of Incorporation or these Regulations.

Section 2. Election- A board of directors of such number as shall be fixed by the stockholders shall be elected at the annual meeting of the stockholders.  The number of directors shall not be fixed at less than three, except that whenever there shall be fewer than three stockholder the number of directors may be fixed at not less the number of stockholder.  No director need be a stockholder.  Except as otherwise provided by law, the Articles of Incorporation or these Regulations, directors shall hold office until the next annual meeting of stockholders and thereafter until their respective successors are chosen and qualified.  Any vacancy in the board may be filled by the directors.

Section 3. Resignation and Removal- Any director may resign by delivering his written resignation to the corporation at its principal office or to the President or Secretary and such resignation shall be effective upon receipt unless it is specified to be effective at some later time.  All the directors, or all the directors of a particular class, if any, or any individual director may be removed from office, without assigning any cause, by the vote of the holders of a majority of the voting power entitling them to elect directors in place of those to be removed, provided that unless all the directors, or all the directors of a particular class, if any, are removed, no individual director shall be removed in case the votes of a sufficient number of shares are cast against his removal which, if cumulatively voted at an election of all the directors, or all the directors of a particular class, if any, as the case may be, would be sufficient to elect at least one director. In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed.  Failure to elect a director to fill the unexpired term of any director removed shall be deemed to create a vacancy in the board.

Section 4. Meetings- Regular meetings of the directors may be held without call or notice at such places and times as the directors may from time to time determine, provided that nay director who is absent when such determination is made shall be given notice thereof.  A regular meeting of the directors shall be held at the same place as the

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annual meeting of the stockholders, or the special meeting held in lieu thereof, following such meeting of stockholders.  Special meetings of the directors may be held at any time and place designated in a call by the President, the Treasurer or two or more directors.

Section 5. Notice of Special Meetings- Notice of all special meetings of the directors shall be given to each director by the Secretary or, in case of the death, absence, incapacity or refusal of the Secretary, by the officer or one of the directors calling the meeting.  Such notice shall be given to each director in person or by telephone ore telegram sent to his business or home address at least twenty-four hours in advance of the meeting, or by mail addressed to his business or home address and postmarked at least forty-eight hours in advance of the meeting.  Except as required by law and these Regulations as a condition to the removal of a director, notice of a special meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.  A notice or waiver of notice need not specify the purpose of any special meeting unless such purpose is the removal of a director or an officer.

Section 6. Quorum- At any meeting of the directors, two-thirds of the directors then in office shall constitute a quorum for the transaction of business, but a lesser number may without further notice adjourn the meeting to any other time.

Section 7. Action at Meetings- At any meeting of the directors at which a quorum is present, the vote of a majority of those present shall decide any matter, unless a different vote is specified by law, the Articles of Incorporation or these Regulations.

Section 8. Action by Consent- Any action by the directors may be taken without a meeting if a written consent thereto is signed by all the directors and filed with the records of the meetings of the directors.  Such consent shall be treated for all purposes as a vote at a meeting.

Section 9.  Executive Committee- The directors may, by vote of a majority of the directors then in office, elect from their number an executive committee, to consist of not less than three directors, and may by like vote delegate thereto some or all of their powers except those which by law, the Articles of Incorporation or these Regulations they are prohibited from delegating.  The executive committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted as nearly as may be practicable in the same matter as is provided by these By-laws for the business of the directors.

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ARTICLE IV

Officers

Section 1. Officers- The officers of the corporation shall consist of a President, a Treasurer, a Secretary, and such other officers as the directors may determine.

Section 2. Election- The President, Treasurer and Secretary shall be elected annually by the directors at their fist regular meeting following the annual meeting of the stockholders.  Other officers may be chosen by the directors at such meeting or any other meeting.  No officer need be a stockholder or a director.  Any two or more offices may be held by the same person but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or these Regulations to be executed, acknowledged or verified by any two or more officers. The Secretary shall be a resident of the Ohio unless the corporation shall have a resident agent for the service of process appointed in the manner prescribed by law.  Except as otherwise provided by law, the Articles of Incorporation or these Regulations, the President, Treasurer and Secretary shall hold office until the first regular meeting of the directors following the next annual meeting of the stockholders and thereafter until their respective successors are chosen and qualified.  All other officers shall hold office until the first regular meeting of the directors following the next annual meeting of the stockholders and thereafter until their respective successors are chosen and qualified, unless appointed to a shorter term.

Section 3. Resignation and Removal- Any officer may resign by delivering his written resignation to the corporation at its principal office or the President or Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some later time.  The directors may remove any officer with or without cause by vote of a majority of the directors then in office, provided that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the board of directors, and said notice shall contain a statement of the causes assigned for such proposed removal.

Section 4. President and Vice Presidents- The President shall be the chief executive officer of the corporation and shall, subject to the direction and control of the board of directors, have general charge and supervision of the business of the corporation.  Unless otherwise provided by the directors, he shall preside when present at all meetings of the stockholders and directors.  He shall have such other powers and duties as are usually incident to his office as may be vested in him by these Regulations or from time to time designated by the directors.

Any Vice President shall have such powers and duties as may be vested in him by these Regulations or from time to time designated by the directors.

Section 5. Treasurer and Assistant Treasurers- The treasurer shall, subject to the direction and control of the board of directors, have general charge of the financial affairs of the corporation and shall keep full and accurate books of account.  He shall have custody of all funds, securities and valuable documents or the corporation, except as the

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directors may otherwise provide, and shall render a statement of the financial affairs of the corporation at each annual meeting of the stockholders and to the directors and President upon request.  He shall have such other powers and duties as are usually incident to his office and as may be vested in him by these Regulations or from time to time designated by the directors.

Any Assistant Treasurer shall have such powers and duties as may be vested in him by these Regulations or from time to time designated by the directors.

Section 6. Secretary and Assistant Clerks- The Secretary shall give such notices of meetings of stockholders and directors as are required by these Regulations and shall keep a record of all the meetings of stockholders and directors.  Unless a transfer agent is appointed, he shall keep in Ohio, at the principal office of the corporation or at his office, the stock and transfer records of the corporation in which shall be contained the names and record addresses of all stockholders and the amount of stock held by each.  He shall have such other powers and duties as are usually incident to his office and as may be vested in him by these Regulations or from time to time designated by the directors.

Any Assistant Secretary shall have such powers and duties as may be vested in him by these Regulations or from time to time designated by the directors.  In the absence of the Secretary from any meeting of stockholders or directors, an Assistant Secretary or, if none, a temporary clerk designated by the person presiding at the meeting, shall perform the duties of the Secretary.

ARTICLE V

Indemnification of Directors and Officers

The corporation shall, to the extent permitted by law, indemnify each person who may serve or who has served at any time as a director or officer of the corporation or of any of its subsidiaries, or who at the request of the corporation may server or at any time has served as a director, officer, administrator or trustee of, or in a similar capacity with, another organization or any employee benefit plan, against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which he may become involved by reason of his serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he is successful on the merits, the proceeding was authorized by a majority of the full board or the proceeding seeks a declaratory judgment regarding his own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation or to the extent such matter relates to service with respect to an employee benefit plan in the reasonable belief that his action was in the best interests of the participants or beneficiaries of such employee benefit plan.

Such indemnification may, to the extent authorized by the corporation, include payment by the corporation of expenses incurred in defending a civil or criminal action or

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proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such person to make repayment.  The payment of any such indemnification shall be conclusively deemed authorized by the corporation under this article, and each director of the corporation approving such payment shall be wholly protected, if:

(i)the payment has been approved or ratified (1) by a majority vote of a quorum of the directors consisting of persons who are not at that time parties to the proceeding, (2) by a majority vote of a committee of two or more directors who are not at that time parties to the proceeding and are selected for this purpose by the full board (in which selection directors who are parties may participate), or (3) by a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the proceeding; or

(ii)the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the corporation) appointed for the purpose by vote of the directors or in the manner specified in clauses (1), (2) or (3) of subparagraph (i); or

(iii)the directors have otherwise acted in accordance with the standard of conduct set forth in the General Corporation Law of Ohio, as amended.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a director, officer or other person entitled to indemnification hereunder.

The foregoing right of indemnification shall be in addition to and not exclusive of any other rights to which such director or officer or other person may be entitled under any agreement or pursuant to any action taken by the directors or stockholders of the corporation or otherwise.

ARTICLE VI

Stock

Section 1. Certificates- Each stockholder shall be entitled to a certificate of the capital stock of the corporation in such form as may be prescribed from time to time by the directors containing the information required by the General Corporation Law of Ohio.  The certificate shall be signed by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, and such signatures may be facsimiles if the certificate is countersigned by a transfer agent or a registrar who is not a director, officer or employee of the corporation.  In the event that any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to hold office before such certificate is issued, it may be issued by the corporation with the same effect as if he held such office at the time if its issuance.

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Every certificate for shares of stock which are subject to any restriction on transfer pursuant to the Articles of Incorporation, these Regulations or any agreement to which the corporation is a party, shall have the existence of such restriction noted conspicuously on the certificate and shall also set forth on its face or back the full text of the restriction or a summary of the terms of such restriction and a statement that the corporation will furnish a copy of such text to the holder of such certificate upon written request therefor and without charge.  Every certificate issued when the corporation is authorized to issue more than one class or series of stock shall set forth on its face or back the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class and series authorized to be issued or a summary of the terms of such preferences, voting powers, qualifications and rights, and a statement that the corporation will furnish a copy thereof to the holder of such certificate within five days after receipt of written request therefore and without charge.

Section 2. Transfers- Subject to the restrictions, if any, stated or noted on the stock certificates, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signatures as the corporation or its transfer agent may be reasonably require.  Except as may be otherwise required by law, the Articles of Incorporation or these Regulations, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividend and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the corporation in accordance with the requirements of these Regulations.

Section 3. Replacements- If any certificate of stock is lost, stolen, mutilated or destroyed, the corporation may, on such terms as to proof, indemnity or otherwise as the directors may prescribe (which shall in the case of a mutilated certificate include the surrender thereof), issue a new certificate in place thereof.

Section 4. Issuance- Unless otherwise voted by the stockholders, any un issued capital stock from time to time authorized under the Articles of Incorporation and any capital stock of the corporation held in its treasury may be issued or disposed of by vote of the directors in such manner, for such consideration and upon such terms consistent with law as the directors may determine.

Section 5. Record Date

(a)For any lawful purpose, including without limitation, the determination of the shareholders who are entitled to (1) receive notice of or to vote at a meeting of shareholder; (2) receive payment of any dividend or distribution; (3) receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other

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securities, subject to contract rights with respect thereto; or (4) participate in the execution of written consents, waivers, or releases, the directors may fix a record date which shall not be a date earlier than the date on which the record date is fixed and, in the cases provided for in clauses (1), (2) and (3) above, shall not be more than sixty days preceding the date of the meeting of the shareholders, or the date fixed for the payment of any dividend or distribution, or the date fixed for the receipt or the exercise of rights, as the case may be.

(b)If a meeting of the shareholders is called by persons entitled to call the same, or action is taken by shareholders without a meeting, and if the directors fail or refuse, within such time as the persons calling such meeting or initiating such other action may request, to fix a record date for the purpose of determining the shareholders entitled to receive notice of or vote at such meeting, or to participate in the execution of written consents, waivers, or releases, then the persons calling such meeting or initiating such other action may fix a record date for such purposes, subject to the limitations set forth in paragraph (a) of this section.

(c)The record date for the purpose of clause (1) of paragraph (a) of this section shall continue to be the record date for all adjournments of such meeting, unless the directors of the persons who shall have fixed the original record date shall, subject to the limitations set forth in paragraph (a) of this section, fix another date, and in case a new record date is so fixed, notice thereof and of the date to which the meeting shall have been adjourned shall be given to shareholders of record as of said date in accordance with the same requirements as those applying to a meeting newly called.

(d)The directors may close the share transfer books against transfers of shares during the whole or any part of the period provided for in paragraph (a) of this section, including the date of the meeting of the shareholders and the period ending with the date, if nay, to which adjourned.  If no record date is fixed therefor, the record date for determining the shareholders who are entitled to receive notice of, or who are entitled to vote at, a meeting of shareholders, shall be the date next preceding the day on which notice is given, or the date next preceding the day on which the meeting is held, as the case may be.

(e)The corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize and equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Ohio

Section 6. Dividends- Except as restricted by law, the Articles of Incorporation or any agreement to which the corporation may be a party, dividends upon the capital stock

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of the corporation may be declared by the board of directors at any regular or special meeting and may be paid in cash, in property or in shares of the capital stock of the corporation.

ARTICLE VII

Miscellaneous Provisions

Section 1. Execution of Instruments- All contracts, deeds, leases, bonds, notes, checks and other instruments authorized to be executed by an officer of the corporation in its behalf shall be signed by the President or the Treasurer except as the directors may generally or in particular cases otherwise determine.

Section 2. Voting of Securities- Except as the board of directors may otherwise designate, the President or Treasurer may waive notice of, and appoint any person or persons (with or without power of substitution) to act as proxy or attorney in fact for this corporation at any meeting of stockholders of any other corporation, the securities of which may be held by this corporation.

Section 3. Corporate Records- The original or attested copies of the Articles of Incorporation, Regulations and records of all meetings of the incorporators and stockholder, and the stock and transfer records, which shall contain the names of record addresses of all stockholders and the amount of stock held by each, shall be kept in Ohio at the principal office of the corporation or at an office of its transfer agent or of the Secretary, but such corporate records need not all be kept in the same office.  They shall be available at all reasonable times to inspection by any stockholder for any purpose in the proper interest of the stockholder relative to the affairs of the corporation.

Section 4. Definitions- All references in these Regulations to the Articles of Incorporation and to these Regulations shall be deemed to refer, respectively, to the Articles of Incorporation and the Regulations of the corporation as amended an in effect from time to time.

ARTICLE VIII

Amendment of Regulations

These Regulations may at any time be amended or repealed, in whole or in part, by vote of the stockholders provided that the substance of any proposed change must be stated in the notice of meeting at which such action is to be taken.  A majority of the directors in office may also amend or repeal these Regulations, except that no amendment or repeal may be made by the directors which changes the date of the annual meeting of stockholder, or which alters the provisions of these Regulations with respect to removal of directors, indemnification of directors and officers, or amendment of these Regulations, or which by law or the Articles of Incorporation requires action by the stockholders.  Not later than the time of giving notice of the meeting of stockholders next following the making, amending or repealing by the directors of any Regulation, notice

11

thereof stating the substance of such change shall be given to all stockholder entitled to vote on amending the Regulation, and any Regulation adopted by the directors may be amended or repealed by the stockholders.

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EX-3.37

Exhibit 3.37

CERTIFIED TO BE A TRUE AND CORRECT COPY	STATE OF SOUTH CAROLINA	/s/ John J. Campbell
AS TAKEN FROM AND COMPARED WITH THE	SECRETARY OF STATE	SECRETARY OF STATE
ORIGINAL ON FILE IN THIS OFFICE	ARTICLES OF INCORPORATION	FILED
		AUG 10 1984
	OF	AM	PM
OCT 21 2004		7 8 9 10 11 12 1 2 3 4 5 6
	SOUTH CAROLINA MENTOR, INC.

/s/ [ILLEGIBLE]

SECRETARY [ILLEGIBLE]

For Use By	(File This Form in Duplicate Originals)	This Space For Use By The Secretary of State
The Secretary of State
[ILLEGIBLE]	(Sect. 33-7-30 of 1976 Code)
Fee Paid $ [ILLEGIBLE]
R. N. 2832	(INSTRUCTIONS ON PAGE 4)
Date 8-10-84

1.	The name of the proposed corporation is			SOUTH CAROLINA MENTOR, INC.
2.	The initial registered office of the corporation is					2231 Devine St., P.O. Drawer 7727
						Street and Number
	located in the city of	Columbia	, County of		Richland		and
	the State of South Carolina and the name of its initial registered agent at such address is
	Ronald M. Childress
3.	The period of duration of the corporation shall be perpetual XXXXXXXXXXXX
4.	The corporation is authorized to issue shares of stock as follows:

Class of shares	Authorized No. of each class	Per Value
Common	100,000	$	1.00

If shares are divided into two or more classes or if any class of shares is divided into series within a class, the relative rights, preferences, and limitations of the shares of each class, and of each series within a class, are as follows:

Not applicable

5.	Total authorized capital stock    $100,000
	Please see instructions on Page 4.
6.	The existence of the corporation shall begin as of the filing date with the Secretary of State or to be effective              .
7.	The number of directors constituting the initial board of Directors of the Corporation is              and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:

E. Byron Hensley, Jr.	99 State St., Boston, MA 02109
Name	Address
Name	Address
Name	Address
Name	Address
Name	Address

STATE OF SOUTH CAROLINA

COUNTY OF RICHLAND

	The undersigned	E. Byron Hensley, Jr.
do hereby certify that they are the incorporators of			South Carolina Mentor	Corporation and are authorized
to execute this verification; that each of the undersigned for himself does hereby further certify that he has read the foregoing document, understands the meaning and purport of the statements therein contained and the same are true to the best of his information and belief.

/s/ E. Byron Hensley, Jr.

(Signature of Incorporator)

(Signature of Incorporator)

(Signature of Incorporator)

(Each Incorporator Must Sign)

11.	I,	Ronald M. Childress	an attorney licensed to practice in the State of South Carolina, certify that the corporation,
	to whose article of incorporation this certificate is attached, has complied with the requirements of chapter 7 of Title 33 of the South Carolina Code of 1976, relating to the organization of corporations, and that in my opinion, the corporation is organized for a lawful purpose.

Date	August 8, 1984	/s/ Ronald M. Childress
		(Signature)
		Ronald M. Childress
		(Type or Print Name)
		Address  2231 Devine St., P.O. Drawer 7727 Columbia, SC 29202

SCHEDULE OF FEES

(Payable at time of filing Articles of With Secretary of State)

Fee for filing Articles	$	5.00
In addition to the above, $.40 for each $1,000.00 of the aggregate value of shares which the Corporation is authorized to issue, but in not case less than	40.00
nor more than	1,000.00

NOTE:	THIS FORM MUST BE COMPLETED IN ITS ENTIRETY BEFORE IT WILL BE ACCEPTED FOR FILING. THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF CORPORATIONS AND A CHECK IN THE AMOUNT OF $10 PAYABLE TO THE SOUTH CAROLINA TAX COMMISSION.
	Please see instructions on the reverse side.

CERTIFIED TO BE A TRUE AND CORRECT COPY

AS TAKEN FROM AND COMPARED WITH THE

ORIGINAL ON FILE IN THIS OFFICE

OCT 21 2004

Mark Hammond

SECRETARY OF STATE OF SOUTH CAROLINA

[SEAL]

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

NOTICE OF CHANGE OF REGISTERED OFFICE

OR REGISTERED AGENT OR BOTH

OF A SOUTH CAROLINA

OR FOREIGN CORPORATION

Pursuant to §§33-5-102 and 33-15-108 of the 1976 South Carolina Code, as amended, the undersigned corporation submits the following information.

1.

The name of the corporation is

South Carolina Mentor, Inc.

2.

The corporation is (complete either a or b, whichever is applicable):

a.

a domestic corporation incorporated in South Carolina on

August 10, 1984

; or

b.

a foreign corporation incorporated in                                      on                                     , and authorized to do business in

(State)

(Date)

South Carolina on                                    .

(Date)

3.

The street address of the current registered office in South Carolina is

2231 Devine Street

(Street & Number)

in the city of

Columbia

, South Carolina

29205

.

(Zip Code)

4.

If the current registered office is to be changed, the street address to which its registered office

is to be changed is

c/o C T Corporations System, 75 Beattie Place, Two Shelter Centre

in the city of

(Street & Number)

Greenville

, South Carolina

29601

.

(Zip Code)

5.

The name of the present registered agent is

Ronald M. Childress

.

6.

If the current registered agent is to be changed, the name of the successor registered agent is

C T Corporation System

.

* I hereby consent to the appointment as registered agent of the corporation:

/s/ Patricia A. Canario	PATRICIA A. CANARIO,
(Signature of New Registered Agent)	SPECIAL ASSISTANT SECRETARY

7.The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

8.Unless a delayed date is specified, this application will be effective upon acceptance for filing by the Secretary of State (See §33-1-230(b));                                                  .

*      Pursuant to §§33-9-102(5) and 33-19-108(5), the written consent of the registered agent may be attached to this form.

9.Dated this 16th day of October, 1992.

	South Carolina Mentor, Inc.
	(Name of Corporation)
By:	/s/ E. Byron Hensley, Jr.
	E. Byron Hensley, Jr.
	(Type of Print Name and Title)
	President

FILING INSTRUCTIONS

1.Two copies of this form, the original and either a duplicate original or a conformed copy, must be filed.

2.Filing Fee (Payable to the Secretary of State at the time of filing this document) — $10.00

3.Pursuant to §33-5-102(b), the registered agent can file this form when the only change is changing the street address of the registered office.  In this situation the following statement should be typed on the form above the registered agent’s signature:  “The corporation has been notified of this change.”

Form Approved by South Carolina

Secretary of State 1/89

CERTIFIED TO BE A TRUE AND CORRECT COPY			/s/ Jim Miles
AS TAKEN FROM AND COMPARED WITH THE		STATE OF SOUTH CAROLINA	SECRETARY OF STATE
ORIGINAL ON FILE IN THIS OFFICE		SECRETARY OF STATE	FILED
			APR 23 1986
			AM								PM
OCT 21 2004			7	8	9	10	11	12	1	2		3	4	5	6
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OF BOTH
OF A SOUTH CAROLINA
/s/ Mark Hammond	OR FOREIGN CORPORATION
SECRETARY OF STATE OF SOUTH CAROLINA

Pursuant to §§33-5-102 and 33-15-108 of the 1976 South Carolina Code, as amended, the undersigned corporation submits the following information.

1.

The name of the corporation is

SOUTH CAROLINA MENTOR, INC.

2.

The corporation is (complete either a or b, whichever is applicable):

a.a domestic corporation incorporated in South Carolina on

08/10/84

; or

b.a foreign corporation incorporated in                                      on                                     , and authorized to do business in

(State)

(Date)

South Carolina on                                    .

(Date)

TWO SHELTER CENTRE

3.

The street address of the current registered office in South Carolina is

CHURCH AND BEATTIE STREETS

(Street & Number)

in the city of

GREENVILLE

, South Carolina

29502

.

(Zip Code)

4.

If the current registered office is to be changed, the street address to which its registered office

is to be changed is

2019 Park Street

in the city of

Columbia

South Carolina

29201

(Street & Number)

(Zip Code)

5.

The name of the present registered agent is

C T CORPORATION SYSTEM

.

6.

If the current registered agent is to be changed, the name of the successor registered agent is

The Prentice-Hall Corporation System, Inc.

.

* I hereby consent to the appointment as registered agent of the corporation:

	The Prentice-Hall Corporation System, Inc.
By:	/s/ Vicki Schreiber
	(Signature of New Registered Agent)
	VICKI SCHREIBER ASST VICE PRESIDENT

7.The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

8.Unless a delayed date is specified, this application will be effective upon acceptance for filing by the Secretary of State (See §33-1-230(b)):                                                  .

* Pursuant to §§33-9-102(5) and 33-19-108(5), the written consent of the registered agent may be attached to this form.

96-010334BC

9.Dated this 24th day of June [ILLEGIBLE].

	South Carolina Mentor, Inc.,
	Name of Corporation
By:	/s/ [ILLEGIBLE]
	ASST. SECRETARY
	Type or Print Name and Title

FILING INSTRUCTIONS

1.Two copies of this form, the original and either a duplicate original or a conformed copy, must be filed.

2.Filing Fee (payable to the Secretary of State at the time of filing this document) — $10.00

3Pursuant to Sections 33.5-102(b), the registered agent can file this form when the only change is changing the street address of the registered office.  In this situation the following statement should be typed on the form above the registered agent’s signature: “The corporation has been notified of this change”.

Form Approved by South Carolina

Secretary of State 1/89

AGENT’S STATEMENT OF CHANGE OF REGISTERED OFFICE
OF A SOUTH CAROLINA OR FOREIGN CORPORATION

Pursuant to Section 33-5-102 and 33-15-108 of the 1976 South Carolina Code, as amended, the undersigned registered agent submits the following information for the purpose of changing the registered office address of the following corporation in the State of South Carolina.

1.	The name of the corporation is
		/s/ Jim Miles
	SOUTH CAROLINA MENTOR, INC.	SECRETARY OF STATE
		FILED
2.	The state of incorporation is	JUN 11 1999
		AM	PM
SC		7 8 9 10 11 12 1 2 3 4 5 8

3.Date of incorporation or qualification in South Carolina is

8/10/84

4.The name of the current registered agent is

THE PRENTICE-HALL CORPORATION SYSTEM, INC.

5.The street address of the current registered office in South Carolina is

2019 PARK STREET

COLUMBIA, SC 29201

6.The street address to which the registered office is changed to

1301 GERVAIS STREET

COLUMBIA, SOUTH CAROLINA 29201

7.The address of the registered office and the address of the business office of the registered agent as changed, will be identical.

8.The above named corporation has been notified of the change.

Dated: June 10, 1999

THE PRENTICE-HALL CORPORATION SYSTEM, INC.

(As Registered Agent)

CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE	/s/ John H. Pelletier
ORIGINAL ON FILE IN THIS OFFICE	John H. Pelletier. Asst. VP

OCT 21 2004

Mark Hammond

SECRETARY OF STATE OF SOUTH CAROLINA

99-029618CC

CERTIFIED TO BE A TRUE AND CORRECT COPY
AS TAKEN FROM AND COMPARED WITH THE			/s/ Jim Miles
ORIGINAL ON FILE IN THIS OFFICE			SECRETARY OF STATE
		STATE OF SOUTH CAROLINA	FILED
		SECRETARY OF STATE	JUL 26 2001
			AM	PM
OCT 21 2004			7 8 9 10 11 12 1 2 3 4 5 6
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH
OF A SOUTH CAROLINA
	OR FOREIGN CORPORATION
/s/ Mark Hammond
SECRETARY OF STATE OF SOUTH CAROLINA

TYPE OR PRINT OR EARLY IN BLACK INK

Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina Code of Laws, as amended, the under-signed corporation submits the following information:

1.

The name of the corporation is

South Carolina Mentor, Inc.

2.

The corporation is (complete either a or b, whichever is applicable):

a.a domestic corporation incorporated in South Carolina on

August 10, 1984

; or

b.a foreign corporation incorporated in

South Carolina

on

August 10, 1984

, and

(State)

(Date)

authorized to do business in South Carolina on

August 10, 1984

.

(Date)

3.

The street address of the current registered office in South Carolina is

1301 Gervais Street

(Street & Number)

in the city of

Columbia

, South Carolina

29201

.

(Zip Code)

4.

If the current registered office is to be changed, the street address to which its registered office

c/o CT CORPORATION SYSTEM, 75

is to be changed is

Beattie Place, Two Insignia Financial Plaza

in the city of

Greenville

South

(Street & Number)

Carolina

29601

(Zip Code)

5.

The name of the present registered agent is

PRENTICE HALL CORP

.

6.

If the current registered agent is to be changed, the name of the successor registered agent is

C T CORPORATION SYSTEM

.

* I hereby consent to the appointment as registered agent of the corporation:

	C T CORPORATION SYSTEM
By:	/s/ James M. Halpin	James M. Halpin
	(Signature of New Registered Agent)	Assistant Secretary

7.The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

8.Unless a delayed date is specified, this will be effective upon acceptance for filing by the Secretary of State (See §33-1-230(b) of the 1976 South Carolina Code of Laws as amended                                       ..

* Pursuant to Sections 33-9-102(5) and 33-19-108(5) of the 1976 South Carolina Code of Laws, as amended, the written consent of the registered agent may be attached to this form.

01-033018CC

Dated	JUNE 11, 2001	South Carolina Mentor, Inc.
		Name of Corporation
		/s/ Gregory Torres
		Signature
		Gregory Torres, President
		Type of Print Name and Title

FILING INSTRUCTIONS

1.Two copies of the form, the original and either a duplicate original or a conformed copy must be filed.

2.Filing Fee (payable to the Secretary of State at the time of filing this document) — $10.00

3Pursuant to Section 33.5-102(b) of the 1976 South Carolina Code of Laws, as amended the registered agent can file this form when the only change is the street address of the registered office.  In this situation the following statement should be typed on the form above the registered agent’s signature:  “The corporation has been notified of this change”.  In this case this filing fee is $2.00

Return to:Secretary of State

P O Box 11350

Columbia, SC 29211

Form Revised by South Carolina

Secretary of State, January 1999

EX-3.38

Exhibit 3.38

BYLAWS

SOUTH CAROLINA MENTOR, INC.

ARTICLE I

NAME AND LOCATION

Section 1. The name of this corporation is SOUTH CAROLINA MENTOR, INC.

Section 2. The principal office of the corporation shall be located at 2231 Devine Street, Columbia, Richland County, South Carolina.

Section 3. Other offices for the transaction of business or conduct of meetings shall be located at such places as the Board of Directors may from time to time designate.

ARTICLE II

STOCKHOLDERS MEETING

Section 1. The annual meeting of the stockholders shall be held at 10:00 a.m. on the twelfth (12^th) day of September, or the next succeeding business day, should such day fall upon a Sunday or legal holiday.  The annual meeting shall be held at the principal office of the corporation or upon Notice at such other location as designated by the Board of Directors.  At such meeting the stockholders shall elect Directors and transact other business as may properly come before the meeting.

Section 2. A special meeting of the stockholders, to be held at the same place or places as annual meetings, may be called at any time by the President of the corporation, and in his absence by the Vice-President, or by the Directors.  It shall be the duty of the Directors, President or Vice-President to call such a meeting whenever so requested by stockholders holding fifty percent (50%) or more of the capital stock of the corporation.

Section 3. Notice of the time and place of annual and special meetings shall be mailed by the Secretary to each stockholder ten (10) days before the date thereof.  Notice of special meetings shall specify the business to be transacted at such meeting, and no business other than that so specified shall be conducted.  All Notices shall be delivered, personally or by mail to each stockholder of record entitled to vote at such meeting.  If mailed, Notice shall be deemed delivered when deposited with postage prepaid in the United States mail, addressed to the stockholder at the address appearing on the stock transfer books of the corporation.  Waiver of Notice shall be in writing, unless the stockholder shall attend the meeting (so Notice) in which event attendance either in person or by proxy shall of itself constitute waiver of Notice, the sole exception being

1

when attendance is exclusively for the purpose of objecting to transaction of business on the ground that the meeting had not been lawfully convened.

Section 4.  The President, or in his absence, the Vice-President, shall preside at all such meetings.

Section 5. For the purpose of determining stockholders entitled to Notice of or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty (50) days.  If the stock transfer books shall be closed for the purpose of determining stockholders entitled to Notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.  In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than fifty (50) days and, in case of a meeting of stockholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken.  If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to Notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which Notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.  When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the stockholders entitled to vote at each meeting of stockholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each.  Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting for the purposes thereof.

Section 7. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

2

Section 8.

(a) Except as otherwise provided, any corporate action authorized at a meeting of stockholders, which has been duly called and at which a quorum is present, shall require a majority of the votes cast at such meeting by the holders of shares entitled to vote on the subject matter.

(b) Except as otherwise provided, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote of the stockholders.

(c) At all meetings of stockholders, a stockholder may vote in person or by proxy executed in writing by the stockholder or his or her duly authorized attorney in fact.  No proxy shall confer authority to vote at any meeting, or any adjournment thereof, other than the next meeting to be held after the date on which such proxy was first sent or given.  Except as provided by §33-11-140 of the South Carolina Business Corporation Act, relating to irrevocable proxies, every proxy shall be revocable at the pleasure of the stockholder executing it.  Revocation of a proxy may be effected by an instrument which by its terms revokes such proxy, or by a duly executed proxy bearing a later date.

(d) The Corporation is prohibited from voting any shares issued by it, including treasury shares; furthermore, any such shares disqualified from voting shall not be counted in determining the total number of outstanding shares at any given time.  Shares standing in the name of another corporation may be voted by a duly authorized corporate officer or by an agent or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the Board of Directors of such corporation may determine.  Any fiduciary may vote shares which stand of record in such fiduciary’s name.  Shares held by any executor, administrator, guardian, or committee, may be voted by such person, upon proof of appointment, without transfer of shares into such representative’s name.  A minor may vote shares which stand of record in his or her name and may not thereafter disaffirm or avoid such vote.  A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred on the records of the corporation into the name of the pledgee or its nominee.  Shares standing in the name of a partnership may be voted by any partner, and shares standing in the name of a limited partnership may be voted by any general partner. Shares standing in the name of a person as life tenant may be voted by such life tenant.  Shares held jointly or as tenants in common by two (2) persons may be voted by one (1) such stockholder.  Generally, where shares are held jointly or as tenants in common by more than two (2) persons, the act of a majority of those acting shall bind all such stockholders.

Section 9.  Any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof.

Section 10. Unless otherwise provided in the Articles of Incorporation, at each election for Directors, every stockholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him or her for as many persons as there are Directors to be elected and for whose election such stockholder has a right to vote, or to cumulate his or her votes by giving one (1) candidate as many votes as the number of such Directors multiplied by the number of such stockholder’s shares shall equal, or by distributing such votes on the same principle among any number of candidates.

3

ARTICLE III

BOARD OF DIRECTORS

Section 1. The business and affairs of the corporation shall be managed by its Board of Directors, which shall be invested with all corporate powers not expressly reserved by statute, the Articles of Incorporation or bylaws.  Directors need not be residents of the State of South Carolina or stockholders of the corporation.

Section 2. A regular annual meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of stockholders.  The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings.

Section 3.  Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board of Directors, by the President or any two (2) Directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of South Carolina, as the place for holding any special meeting.

Section 4. The Board of Directors may conduct a meeting by means of conference telephone or other means of communication by which all persons participating in the meeting can hear one another at the same time and participation in the meeting by such means shall constitute presence in person at such meeting.

Section 5. Notice of any regular meeting of the Board of Directors shall not be required to be given. Notice of any special meeting shall be given at least two (2) days prior to the date of such meeting.  Such Notice may be by telephone or by written Notice delivered personally or mailed to each Director at his or her business address.  If mailed, such Notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid.  If notice is given by telegram, such Notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  Waiver of Notice shall be in writing unless the Director shall attend the meeting in which event attendance shall constitute waiver of Notice the sole exception being when attendance is exclusively for the purpose of objecting to transaction of business because the meeting had not been lawfully convened.  The business to be transacted at, or the purpose of, any regular or special meeting of the Board of Directors shall be specified in the Notice or Waiver of Notice of such meeting.

Section 6. A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater proportion is required by the South Carolina Business Corporation Act or the Articles of Incorporation.

4

Section 7.  Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all the Directors.

Section 8. The Directors shall elect the officers of the corporation and fix their salaries, such election to be held at the Directors meeting following each annual stockholders meeting.  An officer may be removed at any time by a majority vote of the full Board of Directors.

Section 9.  Any Director may be removed with or without cause at any time by the stockholders any may be removed for cause by action of the Board of Directors.

Section 10. Vacancies in the Board of Directors may be filled for the unexpired term by those remaining Directors at any regular or special Directors meeting.

Section 11.  The Directors may by resolution appoint members of the Board as an Executive Committee, or one (1) Director a Manager, to manage the business of the corporation during the interim between meetings of the Board, empowered to the extent permitted by §33-12-110 of the South Carolina Business Corporation Act.

Section 12. By resolution of the Board of Directors, each Director may be paid his or her expenses for attending each meeting of the Board of Directors, and may be paid a stated salary as Director or a fixed sum for attending each meeting or both.  No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

Section 13.  At each annual stockholders meeting the Directors shall submit a statement of the business done during the preceding year together with a report of the general financial conditions of the corporation and of the condition of its tangible property.

ARTICLE IV

OFFICERS

Section 1. The officers of this corporation shall be a President, Vice-President, a Secretary and a Treasurer, who shall be elected for the term of one (1) year, and shall hold office until their successors are duly elected and qualified.  Any person may hold two (2) or more offices at the discretion of the Board of Directors.

Section 2. Any vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

Section 3. The President shall preside at all Directors and stockholders meetings, shall have general supervision over the affairs of the corporation and over the other

5

officers; and the President shall sign all stock certificates and written contracts of the corporation and shall perform all such other duties as are incident to his office.

Section 4. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.

Section 5. The Secretary shall attend all meetings of the stockholders of the corporation and the Board of Directors, shall act as a clerk thereof, and shall record all of the proceedings of the meeting.  The Secretary shall give proper notice of the meetings to stockholders and Directors, shall perform the duties and exercise the powers of President in the absence or disability of the President and Vice-President and shall carry out such other duties as may be delegated by the Board of Directors.

Section 6.  The Treasurer shall have custody of the funds and securities of the corporation and shall keep a full and accurate account of the receipts and disbursements of the corporation.  The Treasurer shall disburse the funds of the Corporation as ordered by the Directors and shall render to the Directors an account of all transactions as Treasurer and of the financial condition of the corporation at the annual meeting of the Board of Directors.

Section 7. No officer of the corporation shall be prevented from receiving his or her salary by reason of the fact that he or she may also be a Director of the corporation.

ARTICLE V

CAPITAL STOCK

Section 1. The amount of the capital stock shall be One Hundred Thousand and No/100 Dollars ($100,000.00) which shall be divided into one hundred thousand (100,000) shares at a par value of One and No/100 Dollar ($1.00) each.

Section 2. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the Chairman of the Board or the President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof.  The signatures of such officers upon a certificate may be facsimiles if the certificated is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or one of its employees.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation.  All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore

6

upon such terms and indemnity of the corporation as the Board of Directors may prescribe.

Section 3. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares.  The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall be determined by the Board of Directors.

ARTICLE VII

DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by the South Carolina Business Corporation Act and by the Articles of Incorporation.

ARTICLE VIII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. No loans shall be contracted on behalf of the corporation and no evidences of the indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 3. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

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Section 4.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as of the Board of Directors may select.

ARTICLE IX

AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors or by the stockholders at any regular or special meeting of the Board of Directors or by a majority vote of the stockholders then entitled to vote in the election of Directors.

The undersigned hereby certifies that the foregoing bylaws have been adopted as the first bylaws of the corporation, pursuant to the requirements of the South Carolina Business Corporation Act.

By:	/s/ E. Byron Hensley, Jr.
Secretary

Dated: September 12^th, 1984

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EX-3.39

Exhibit 3.39

ARTICLES OF INCORPORATION FOR A STOCK CORPORATION

(See instructions on reverse side.)

FIRST: The undersigned		Eleanor Coleman
whose address is	c/o Goulston & Storrs, PC, 400 Atlantic Avenue, Boston, MA 02110,
being at least eighteen years of age, do(es) hereby form a corporation under the laws of the State of Maryland.

SECOND: The name of the corporation is Mentor Maryland, Inc.

THIRD: The purposes for which the corporation is formed are as follows:	to deal in human services, and to engage in any
other lawful act or activity for which corporations may be organized under the Maryland General Corporation Law.

FOURTH: The street address of the principal office of the corporation in Maryland is	7127 Ambassador Road,
Baltimore, MD 21244

FIFTH: The name of the resident agent of the corporation in Maryland is		The Corporation Trust Incorporated
whose address is	300 East Lombard Street, Baltimore, Maryland 21202

SIXTH: The corporation has authority to issue 3,000 shares at $ .01  par value per share.

SEVENTH: The number of directors of the corporation shall be	seven (7)		which number may be increased or decreased
pursuant to the bylaws of the corporation, and so long as there are less than three (3) stockholders, the number of directors
may be less than three (3) but not less than the number of stockholders, and the name(s) of the director(s) who shall act until
the first meeting or until their successors are duly chosen and qualified is/are		Andrea Beaudry, Roberta Janet Gluckman Irgens,
Bruce Nardella, Kate Novak, Christina Pak, Barbara A. Super and Amy J. Wert

IN WITNESS WHEREOF, I have signed these articles	I hereby consent to my designation in this document
and acknowledge the same to be my act.	as resident agent for this corporation.
SIGNATURE(S) OF INCORPORATOR(S):	SIGNATURE OF RESIDENT AGENT LISTED
	IN FIFTH:
/s/ Eleanor Coleman	THE CORPORATION TRUST INCORPORATED
	/s/ Kristen Betzger
	Kristen Betzger
RETURN TO:	Assistant Secretary
Eleanor Coleman
c/o Goulston & Storrs, PC
400 Atlantic Avenue, Boston, MA 02110

EX-3.40

Exhibit 3.40

MENTOR MARYLAND, INC.

* * * * *

BYLAWS

* * * * *

ARTICLE I

OFFICES

Section 1.The principal office of the corporation shall be in the City of Baltimore, State of Maryland.

Section 2.The corporation may also have offices at such other places both within and without the State of Maryland as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.Meetings of stockholders shall be held at the principal office of the corporation or at any other place within the United States as shall be designated from time to time by the board of directors and stated in the notice of meeting or in a duly executed waiver of notice thereof.

Section 2.Annual meetings of stockholders, commencing with the year 2003, shall be held on the 1^st day of December if not a legal holiday, and if a legal holiday then on the next secular day following, at 10 o’clock a.m., or at such other date and time as shall be fixed by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and may transact any business within the powers of the corporation. Any business of the corporation may be transacted at the annual meeting without being specially designated in the notice, except such business as is specifically required by statute to be stated in the notice.

Section 3.At any time in the interval between annual meetings, special meetings of the stockholders may be called by the board of directors, or by the president, a vice-president, the secretary, or an assistant secretary.

Section 4.Special meetings of stockholders shall be called by the secretary upon the written request of the holders of shares entitled to not less than twenty-five per cent of all the votes entitled to be cast at such meeting. Such request shall state the purpose or purposes of such meeting and the matters proposed to be acted on thereat. The secretary shall inform such stockholders of the reasonably estimated cost of preparing and mailing such notice of the meeting, and upon payment to the corporation of such costs the secretary shall give notice stating the purpose or purposes of the meeting to all stockholders entitled to notice at such meeting. No special meeting need be called upon the request of the holders of shares entitled to cast less than a majority of all votes entitled to be cast at such meeting, to consider any matter which is substantially the same as a matter voted upon at any special meeting of the stockholders held during the

preceding twelve months.

Section 5.Not less than ten nor more than ninety days before the date of every stockholders’ meeting, the secretary shall give to each stockholder entitled to vote at such meeting, and to each stockholder not entitled to vote who is entitled by statute to written or printed notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail, by presenting it to him or her personally, by leaving it at his or her residence or usual place of business or by transmittal to the stockholder by electronic mail to any electronic mail address of the stockholder or by any other electronic means.  If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at his or her post-office address as it appears on the records of the corporation, with postage thereon prepaid.

Section 6.Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7.At any meeting of stockholders the presence in person or by proxy of stockholders entitled to cast a majority of the votes thereat shall constitute a quorum; but this section shall not affect any requirement under the statute or under the charter for the vote necessary for the adoption of any measure. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 8.A majority of the votes cast at a meeting of stockholders, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless more than a majority of the votes cast is required by the statute or by the charter.

Section 9.Unless the charter provides otherwise, each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders; but no share shall be entitled to vote if any installment payable thereon is overdue and unpaid. A stockholder may vote the shares owned of record by such stockholder either in person or by proxy executed in writing by the stockholder or by such stockholder’s duly authorized attorney-in-fact. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy. At all meetings of stockholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting.

At all elections of directors of the corporation each stockholder having voting power shall be entitled to exercise the right of cumulative voting as provided in the articles of incorporation.

Section 10.Unless the charter requires otherwise, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, if a consent in writing, setting forth such action, is signed by all the stockholders entitled to vote on the subject matter thereof and any other stockholders entitled to notice of a meeting of stockholders but not to vote thereat have waived in writing any rights which

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they may have to dissent from such action, and such consent and waiver are filed with the records of stockholders meetings.

ARTICLE III

DIRECTORS

Section 1.The number of directors of the corporation shall be seven (7). By vote of a majority of the entire board of directors, the number of directors fixed by the charter or by these bylaws may be increased or decreased from time to time, but the tenure of office of a director shall not be affected by any decrease in the number of directors so made by the board. Until the first annual meeting of stockholders or until successors are duly elected and qualify, the board shall consist of the persons named as such in the charter. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors to hold office until the next annual meeting or until their successors are elected and qualify. Directors need not be stockholders in the corporation.

Section 2.Any vacancy occurring in the board of directors for any cause other than by reason of an increase in the number of directors may be filled by a majority of the remaining members of the board of directors, although such majority is less than a quorum. Any vacancy occurring by reason of an increase in the number of directors may be filled by action of a majority of the entire board of directors. If the stockholders of any class or series are entitled separately to elect one or more directors, a majority of the remaining directors elected by that class or series or the sole remaining director elected by that class or series may fill any vacancy among the number of directors elected by that class or series. A director elected by the board of directors to fill a vacancy shall be elected to hold office until the next annual meeting of stockholders or until his or her successor is elected and qualifies.

Section 3.The business and affairs of the corporation shall be managed by its board of directors, which may exercise all of the powers of the corporation, except such as are by law or by the charter or by these bylaws conferred upon or reserved to the stockholders.

Section 4.At any meeting of stockholders, duly called and at which a quorum is present, the stockholders may, by the affirmative vote of the holders of a majority of the votes entitled to be cast thereon, remove any director or directors from office and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of removed directors.

MEETINGS OF THE BOARD OF DIRECTORS

Section 5.Meetings of the board of directors, regular or special, may be held at any place in or out of the State of Maryland as the board may from time to time determine.

Section 6.The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the

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event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 7.Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board of directors.

Section 8.Special meetings of the board of directors may be called at any time by the board of directors or the executive committee, if one be constituted, by vote at a meeting, or by the president or by a majority of the directors or a majority of the members of the executive committee in writing with or without a meeting. Special meetings may be held at such place or places within or without the State of Maryland as may be designated from time to time by the board of directors; in the absence of such designation such meetings shall be held at such places as may be designated in the call.

Section 9.Notice of the place and time of every special meeting of the board of directors shall be sent to each director in person or by telephone, telecopy or electronic mail, or other equivalent electronic media sent to his or her last known business or home address, at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to his or her business or home address, at least forty-eight (48) hours in advance of the meeting.  If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the director at his or her post-office address as it appears on the records of the corporation, with postage thereon prepaid.

Section 10.At all meetings of the board a majority of the entire board of directors shall constitute a quorum for the transaction of business and the action of a majority of the directors present at any meeting at which a quorum is present shall be the action of the board of directors unless the concurrence of a greater proportion is required for such action by statute, the articles of incorporation or these bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may by a majority vote adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 11.Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

 COMMITTEES OF DIRECTORS

Section 12.The board of directors may appoint from among its members an executive committee and other committees composed of one or more directors, and may delegate to such committees, any of the powers of the board of directors except the power to declare dividends or distributions on stock, recommend to the stockholders any action which requires stockholder approval, amend the bylaws, approve any merger or share exchange which does not require stockholder approval or issue stock. However, if the

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board of directors has given general authorization for the issuance of stock, a committee of the board, in accordance with a general formula or method specified by the board of directors by resolution or by adoption of a stock option plan, may fix the terms of stock subject to classification or reclassification and the terms on which any stock may be issued. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the board of directors to act in the place of such absent members.

Section 13.The committees shall keep minutes of their proceedings and shall report the same to the board of directors at the meeting next succeeding, and any action by the committees shall be subject to revision and alteration by the board of directors, provided that no rights of third persons shall be affected by any such revision or alteration.

 COMPENSATION OF DIRECTORS

Section 14.Directors, as such, shall not receive any stated salary for their services but, by resolution of the board, a fixed sum, and expenses of attendance if any, may be allowed to directors for attendance at each regular or special meeting of the board of directors, or of any committee thereof, but nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

Section 1.The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The president shall be selected from among the directors. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Two or more offices, except those of president and vice-president, may be held by the same person but no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the charter or these bylaws to be executed, acknowledged or verified by two or more officers.

Section 2.The board of directors at its first meeting after each annual meeting of stockholders shall choose a president from among the directors, and shall choose one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

Section 3.The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.The officers of the corporation shall serve for one year and until their successors are chosen and qualify. Any officer or agent may be removed by the board of directors whenever, in its judgment, the best interests of the corporation will be served

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thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the board of directors.

THE PRESIDENT

Section 6.The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board are carried into effect.

Section 7.The president shall execute in the corporate name all authorized deeds, mortgages, bonds, contracts or other instruments requiring a seal, under the seal of the corporation, except in cases in which the signing or execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

VICE-PRESIDENTS

Section 8.The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9.The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be. The secretary shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by the secretary’s signature or by the signature of an assistant secretary.

Section 10.The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.The treasurer shall have the custody of the corporate funds and

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securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires an account of all the treasurer’s transactions as treasurer and of the financial condition of the corporation.

Section 13.If required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of the treasurer’s office and for the restoration to the corporation, in case of the treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the treasurer’s possession or under the treasurer’s control belonging to the corporation.

Section 14.The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE V

CERTIFICATES OF STOCK

Section 1.Each stockholder shall be entitled to a certificate or certificates which shall represent and certify the number and kind and class of shares owned by the stockholder in the corporation. Each certificate shall be signed by the president or a vice-president and countersigned by the secretary or an assistant secretary or the treasurer or an assistant treasurer and may be sealed with the corporate seal.

Section 2.The signatures may be either manual or facsimile signatures and the seal may be either facsimile or any other form of seal. In case any officer who has signed any certificate ceases to be an officer of the corporation before the certificate is issued, the certificate may nevertheless be issued by the corporation with the same effect as if the officer had not ceased to be such officer as of the date of its issue. Each stock certificate shall include on its face the name of the corporation, the name of the stockholder and the class of stock and number of shares represented by the certificate. If the corporation has authority to issue stock of more than one class, the stock certificate shall contain on its face or back a full statement or summary of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class which the corporation is authorized to issue and if the corporation is authorized to issue any preferred or special class in series, the differences in the relative rights and preferences between the shares of each series to the extent they have been set, and the authority of the board of directors to set the relative rights and preferences of subsequent series. A summary of such information included in a registration statement permitted to become

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effective under the Federal Securities Act of 1933, as now or hereafter amended, shall be an acceptable summary for the purposes of this section. In lieu of such full statement or summary, there may be set forth upon the face or back of the certificate a statement that the corporation will furnish to any stockholder upon request and without charge, a full statement of such information. Every stock certificate representing shares of stock which are restricted as to transferability by the corporation shall contain a full statement of the restriction or state that the corporation will furnish information about the restriction to the stockholder on request and without charge. A stock certificate may not be issued until the stock represented by it is fully paid, except in the case of stock purchased under an option plan as provided by Section 2-207 of the Corporations and Associations Article of the Annotated Code of Maryland.

LOST CERTIFICATES

Section 3.The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been stolen, lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be stolen, lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such stolen, lost or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and to give the corporation a bond, with sufficient surety, to the corporation to indemnify it against any loss or claim which may arise by reason of the issuance of a new certificate.

 TRANSFERS OF STOCK

Section 4.Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

CLOSING OF TRANSFER BOOKS

Section 5.The board of directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall be not more than ninety days, and in case of a meeting of stockholders not less than ten days, prior to the date on which the particular action requiring such determination of stockholders is to be taken. In lieu of fixing a record date, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, twenty days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days

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immediately preceding such meeting.

REGISTERED STOCKHOLDERS

Section 6.The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Maryland.

ARTICLE VI

GENERAL PROVISIONS

DIVIDENDS

Section 1.Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in its own shares, subject to the provisions of the statute and of the articles of incorporation.

Section 2.Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.The president or a vice-president or the treasurer shall prepare or cause to be prepared annually a full and correct statement of the affairs of the corporation, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted at the annual meeting of stockholders and shall be filed within twenty days thereafter at the principal office of the corporation in the State of Maryland.

CHECKS

Section 4.All checks, drafts, and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

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FISCAL YEAR

Section 5.The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6.The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Maryland.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

 STOCK LEDGER

Section 7.The corporation shall maintain an original stock ledger containing the names and addresses of all stockholders and the number of shares of each class held by each stockholder. Such stock ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection.

ARTICLE VII

AMENDMENTS

Section 1.The board of directors shall have the power, at any regular meeting or at any special meeting if notice thereof be included in the notice of such special meeting, to alter or repeal any bylaws of the corporation and to make new bylaws, except that the board of directors shall not alter or repeal any bylaws made by the stockholders.

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EX-3.41

Exhibit 3.41

ARTICLES OF INCORPORATION
OF
CORNERSTONE LIVING SKILLS, INC.

ONE:The name of this corporation is CORNERSTONE LIVING SKILLS, INC.

TWO:The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

THREE:The name and address in the State of California of the corporation’s initial agent for service of process is Russell Schreiber, 11000 Falstaff Road, Sebastopol, California 95472

FOUR:This corporation is authorized to issue only one (1) class of shares of stock; and the total number which this corporation is authorized to issue is 1,000 shares.

DATED:This 6^th  day of August, 1992.

/s/ Elizabeth Schreiber

ELIZABETH SCHREIBER

I hereby declare that I am the person who executed the above Articles Of Incorporation, which execution is my act and deed.

/s/ Elizabeth Schreiber

ELIZABETH SCHREIBER

STATE OF CALIFORNIA	)
	) ss.
COUNTY OF SONOMA	)

On this 6 day of August, 1992, before me, Mary M. Simpson, a Notary Public, State of California, duly commissioned and sworn, personally appeared Elizabeth Schreiber, personally known to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the City of Santa Rosa, County of Sonoma on the date set forth above in this certificate.

	/s/ Mary M. Simpson
	NOTARY PUBLIC,
State of California

EX-3.42

Exhibit 3.42

BY-LAWS OF

CORNERSTONE LIVING SKILLS, INC.

(A California Corporation)

ARTICLE I
SHAREHOLDERS’ MEETINGS

Section 1. TIME. An annual meeting for the election of directors and for the transaction of any other proper business and any special meeting shall be held on the date and at the time as the Board of Directors shall from time to time fix.

Time of Meeting: 10:00 o’clock A. M.

Date of Meeting: The 15th day of September

Section 2. PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of California, as the Directors may, from time to time, fix. Whenever the Directors shall fail to fix such place, the meetings shall be held at the principal executive office of the corporation.

Section 3. CALL. Annual meetings may be called by the Directors, by the Chairman of the Board, if any, Vice Chairman of the Board, if any, the President, if any, the Secretary, or by any officer instructed by the Directors to call the meeting. Special meetings may be called in like manner and by the holders of shares entitled to cast not less than ten percent of the votes at the meeting being called.

Section 4. NOTICE. Written notice stating the place, day and hour of each meeting, and, in the case of a special meeting, the general nature of the business to be transacted or, in the case of an Annual Meeting, those matters which the Board of Directors, at the time of mailing of the notice, intends to present for action by the shareholders, shall by given not less than ten days (or not less than any such other minimum period of days as may be prescribed by the General Corporation Law) or more than sixty days (or more than any such maximum period of days as may be prescribed by the General Corporation Law) before the date of the meeting, by mail, personally, or by other means of written communication, charges prepaid by or at the direction of the Directors, the President, if any, the Secretary or the officer or persons calling the meeting, addressed to each shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice, or, if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the said principal executive office is located. Such notice shall be deemed to be delivered when deposited in the United States mail with first class postage therein prepaid, or sent by other means of written communication addressed to the shareholder at his address as it

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appears on the stock transfer books of the corporation. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of notice to be presented by management for election. At an annual meeting of shareholders, any matter relating to the affairs of the corporation, whether or not stated in the notice of the meeting, may be brought up for action except matters which the General Corporation Law requires to be stated in the notice of the meeting. The notice of any annual or special meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law. When a meeting is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken; provided that, if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

Section 5. CONSENT. The transaction of any meeting, however called and noticed, and wherever held, shall be as valid as though had a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the shareholders or his proxy signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting constitutes a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting shall not constitute a waiver of any right to object to the consideration of matters required by the General Corporation Law to be included in the notice if such objection is expressly made at the meeting. Except as otherwise provided in subdivision (f) of Section 601 of the General Corporation Law, neither the business to be transacted at nor the purpose of any regular or special meeting need be specified in any written waiver of notice.

Section 6. CONDUCT OF MEETING. Meetings of the shareholders shall be presided over by one of the following officers in the order of seniority and if present and acting — the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, if any, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the shareholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting,but, if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting.

Section 7. PROXY REPRESENTATION. Every shareholder may authorize another person or persons to act as his proxy at a meeting or by written action. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it prior to the vote or written action pursuant thereto, except as otherwise provided by the General Corporation Law. As used herein, a “proxy” shall be deemed to

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mean a written authorization signed by a shareholder or a shareholder’s attorney in fact giving another person or persons power to vote or consent in writing with respect to the shares of such shareholder, and “Signed” as used herein shall be deemed to me an the placing of such shareholder’s name on the proxy, whether by manual signature, typewriting, telegraphic transmission or otherwise by such shareholder or such shareholder’s attorney in fact. Where applicable, the form of any proxy shall comply with the provisions of Section 604 of the General Corporation Law.

Section 8. INSPECTORS - APPOINTMENT. In advance of any meeting, the Board of Directors may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or, if any persons so appointed fail to appear or refuse to act, the Chairman of any meeting of shareholders may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election, or persons to replace any of those who so fail or refuse, at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented shall determine whether one or three inspectors are to be appointed.

The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity, and effect of proxies, receive votes, ballots, if any, or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. If there are three inspectors of election, the decision, act, or certificate of a majority shall be effective in all respects as the decision, act, or certificate of all.

Section 9. SUBSIDIARY CORPORATIONS. Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one or more subsidiaries.

Section 10. QUORUM; VOTE; WRITTEN CONSENT. The holders of a majority of the voting shares shall constitute a quorum at a meeting of shareholders for the transaction of any business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum if any action taken, other than adjournment, is approved by at least a majority of the shares required to constitute a quorum. In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented thereat, but no other business may be transacted except as hereinbefore provided.

In the election of directors, a plurality of the votes cast shall elect. No shareholder shall be entitled to exercise the right of cumulative voting at a meeting for the election of

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directors unless the candidate’s name or the candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for such candidates in nomination.

Except as otherwise provided by the General Corporation Law, the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at a meeting at which a quorum is present shall be authorized by the affirmative vote of a majority of the shares represented at the meeting.

Except in the election of directors by written consent in lieu of a meeting, and except as may otherwise be provided by the General Corporation Law, the Articles of Incorporation or these By-Laws, any action which may be taken at any annual or special meeting may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by holders of shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors. Notice of any shareholder approval pursuant to Section 310, 317, 1201 or 2007 without a meeting by less than unanimous written consent shall be given at least ten days before the consummation of the action authorized by such approval, and prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented in writing.

Section 11. BALLOT. Elections of directors at a meeting need not be by ballot unless a shareholder demands election by ballot at the election and before the voting begins. In all other matters, voting need not be by ballot.

Section 12. SHAREHOLDERS’ AGREEMENTS. Notwithstanding the above provisions in the event this corporation elects to become a close corporation, an agreement between two or more shareholders thereof, if in writing and signed by the parties thereof, may provide that in exercising any voting rights the shares held by them shall be voted as provided therein or in Section 706, and may otherwise modify these provisions as to shareholders’ meetings and actions.

ARTICLE II

BOARD OF DIRECTORS

Section 1. FUNCTIONS. The business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of its Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person, provided that the business and affairs of the corporation shall be managed and all

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corporate powers shall be exercised under the ultimate direction of the Board of Directors.

The Board of Directors shall have authority to fix the compensation of directors for services in any lawful capacity.

Each director shall exercise such powers and otherwise perform such duties in good faith, in the manner such director believes to be in the best interests of the corporation, and with care, including reasonable inquiry, using ordinary prudence, as a person in a like position would use under similar circumstances. (Section 309).

Section 2. EXCEPTION FOR CLOSE CORPORATION. Notwithstanding the provisions of Section 1, in the event that this corporation shall elect to become a close corporation as defined in Section 186, its shareholders may enter into a Shareholders’ Agreement as provided in Section 300 (b). Said Agreement may provide for the exercise of corporate powers and the management of the business and affairs of this corporation by the shareholders, provided however such agreement shall, to the extent and so long as the discretion or the powers of the Board in its management of corporate affairs is controlled by such agreement, impose upon each shareholder who is a party thereof, liability for managerial acts performed or omitted by such person pursuant thereto otherwise imposed upon Directors as provided in Section 300 (d).

Section 3. QUALIFICATIONS AND NUMBER. A director need not be a shareholder of the corporation, a citizen, of the United States, or a resident of the State of California. The authorized number of directors constituting the Board of Directors until further changed shall be 2 . Thereafter, the authorized number of directors constituting the Board shall be at least three provided that, whenever the corporation shall have only two shareholders, the number of directors may be at least two, and, whenever the corporation shall have only one shareholder, the number of directors may be at least one. Subject to the foregoing provisions, the number of directors may be changed from time to time by an amendment of these By-Laws adopted by the shareholders. Any such amendment reducing the number of directors to fewer than five cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in writing in the case of action by written consent are equal to more than sixteen and two-thirds percent of the outstanding shares. No decrease in the authorized number of directors shall have the effect of shortening the term of any incumbent director.

Section 4. ELECTION AND TERM. The initial Board of Directors shall consist of the persons elected at the meeting of the incorporator, all of whom shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified, or until their earlier resignation or removal from office. Thereafter, directors who are elected to replace any or all of the members of the initial Board of Directors or who are elected at an annual meeting of shareholders, and directors who are elected in the interim to fill vacancies, shall hold office until the next annual meeting of shareholders and until their successors have been elected and qualified, or until their earlier resignation, removal from office, or death. In the interim between annual meetings of shareholders or of special meetings of shareholders called for the election of directors,

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any vacancies in the Board of Directors, including vacancies resulting from an increase in the authorized number of directors which have not been filled by the shareholders, including any other vacancies which the General Corporation Law authorizes directors to fill, and including vacancies resulting from the removal of directors which are not filled at the meeting of shareholders at which any such removal has been effected, if the Articles of Incorporation or a By-Law adopted by the shareholders so provides, may be filled by the vote of a majority of the directors then in office or of the sole remaining director, although less than a quorum exists. Any director may resign effective upon giving written notice to the Chairman of the Board, if any, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to the office when the resignation becomes effective.

The shareholders may elect a director at any time to fill any vacancy which the directors are entitled to fill, but which they have not filled. Any such election by written consent shall require the consent of a majority of the shares.

Section 5. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The corporation may indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as are specified in Section 317. In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.

Section 6. MEETINGS.

TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

PLACE. Meetings may be held at any place, within or without the State of California, which has been designated in any notice of the meeting, or, if not stated in said notice, or, if there is no notice given, at the place designated by resolution of the Board of Directors.

CALL. Meetings may be called by the Chairman of the Board, if any and acting, by the Vice Chairman of the Board, if any, by the President, if any, by any Vice President or Secretary, or by any two directors.

NOTICE AND WAIVER THEREOF. No notice shall be required for regular meetings for which the time and place have been fixed by the Board of Directors. Special meetings shall be held upon at least four days’ notice by mail or upon at least forty-eight hours’ notice delivered personally or by telephone or telegraph. Notice of a meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. A notice of waiver of notice need not

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specify the purpose of any regular or special meeting of the Board of Directors.

Section 7. SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION. In the event only one director is required by the By-Laws or Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings or other actions by a majority or quorum of the directors shall be deemed to refer to such notice, waiver, etc., by such sole director, who shall have all the rights and duties and shall be entitled to exercise all of the powers and shall assume all the responsibilities otherwise herein described as given to a Board of Directors.

Section 8. QUORUM AND ACTION. A majority of the authorized number of directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided such majority shall constitute at least either one-third of the authorized number of directors or at least two directors, whichever is larger, or unless the authorized number of directors is only one. A majority of the directors present, whether or not a quorum is present, may adjourned any meeting to another time and place. If the meeting is adjourned for more than twenty-four hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors, if any, who were not present at the time of the adjournment. Except as the Articles of Incorporation, these By Laws and the General Corporation Law may otherwise provide, the act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors. Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another, and participation by such use shall be deemed to constitute presence in person at any such meeting.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, provided that any action which may be taken is approved by at least a majority of the required quorum for such meeting.

Section 9. CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, the Vice Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the President, if any and present and acting, or any director chosen by the Board, shall preside.

Section 10. REMOVAL OF DIRECTORS. The entire Board of Directors or any individual director may be removed from office without cause by approval of the holders of at least a majority of the shares provided,that unless the entire Board is removed, an individual director shall not be removed when the votes cast against such removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election of directors at which the same total number of votes were cast, or, if such action is taken by written consent, in lieu of a meeting, all shares entitled to vote were voted, and the entire number of directors authorized at the time of the director’s most recent election were then being elected. If any or all directors are so

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removed, new directors may be elected at the same meeting or by such written consent. The Board of Directors may declare vacant the office of any director who has been declared of unsound mind by an order of court or convicted of a felony.

Section 11. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the authorized number of directors, may designate one or more committees, each consisting of two or more directors to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member at any meeting of such committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have all the authority of the Board of Directors except such authority as may not be delegated by the provisions of the General Corporation Law.

Section 12. INFORMAL ACTION. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 13. WRITTEN ACTION. Any action required or permitted to be taken may be taken without a meeting if all of the members of the Board of Directors shall individually or collectively consent in writing to such action. Any such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

ARTICLE III

OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be a Chairman of the Board or a President or both, a Secretary and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents, one or more Assistant Secretaries and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article. One person may hold two or more offices.

Section 2. ELECTION. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the

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By-Laws or as the Board of Directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Board of Directors, or to the President, or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to such office.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the By-Laws.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. He shall preside at all meetings of the shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.

Section 8. VICE PRESIDENT. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.

Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether

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regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at Shareholders’ meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to by given, notice of all the meetings of the shareholders and of the Board of Directors required by the By-Laws or by law to be given, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.

Section 10. CHIEF FINANCIAL OFFICER. This officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. The books of account shall at all reasonable times be open to inspection by any director.

This officer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all his transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

ARTICLE IV

CERTIFICATES AND TRANSFERS OF SHARES

Section 1. CERTIFICATES FOR SHARES. Each certificate for shares of the corporation shall set forth therein the name of the record holder of the shares represented thereby, the number of shares and the class or series of shares owned by said holder, the par value, if any, of the shares represented thereby, and such other statements, as applicable, prescribed by Sections 416 - 419, inclusive, and other relevant Sections of the General Corporation Law of the State of California (the “General Corporation Law”) and such other statements, as applicable, which may be prescribed by the Corporate Securities Law of the State of California and any other applicable provision of the law. Each such certificate issued shall be signed in the name of the corporation by the Chairman of the Board of Directors, if any, or the Vice Chairman of the Board of Directors, if any, the President, if any, or a Vice President, if any, and by the Chief Financial Officer or an

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Assistant Treasurer or the Secretary or an Assistant Secretary. Any or all of the signatures on a certificate for shares may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate for shares shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

In the event that the corporation shall issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor, any such certificate for shares shall set forth thereon the statements prescribed by Section 409 of the General Corporation Law.

Section 2. LOST OR DESTROYED CERTIFICATES FOR SHARES. The corporation may issue a new certificate for shares or for any other security in the place of any other certificate theretofore issued by it, which is alleged to have been lost , stolen or destroyed. As a condition to such issuance, the corporation may require any such owner of the allegedly lost, stolen or destroyed certificate or any such owner’s legal representative to give the corporation a bond, or other adequate security, sufficient to indemnify it against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. SHARE TRANSFERS. Upon compliance with any provisions of the General Corporation Law and/or the Corporate Securities Law of 1968 which may restrict the transferability of shares, transfers of shares of the corporation shall be made only on the record of shareholders of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes, if any, due thereon.

Section 4. RECORD DATE FOR SHAREHOLDERS. In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or be entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board of Directors may fix, in advance a record date, which shall not be more than sixty days or fewer than ten days prior to the date of such meeting or more than sixty days prior to any other action.

If the Board of Directors shall not have fixed a record date as aforesaid, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors has been taken, shall be the day on which

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the first written consent is given; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth day prior to the day of such other action, whichever is later.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five days from the date set for the original meeting.

Except as may be otherwise provided by the General Corporation Law, shareholders on the record date shall be entitled to notice and to vote or to receive any dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date.

Section 5. REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President or any other person authorized by resolution of the Board of Directors.

Section 6. MEANING OF CERTAIN TERMS. As used in these By-Laws in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to assent or consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “ shareholder” or “shareholders” refers to an outstanding share or shares and to a holder or holders record or outstanding shares when the corporation is authorized to issue only one class of shares, and said reference is also intended to include any outstanding share or shares and any holder or holders of record of outstanding shares of any class upon which or upon whom the Articles of Incorporation confer such rights here there are two or more classes or series of shares or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder.

Section 7. CLOSE CORPORATION CERTIFICATES. All certificates representing shares of this corporation, in the event it shall elect to become a close corporation, shall contain the legend required by Section 418 (c).

ARTICLE V

EFFECT OF SHAREHOLDERS’ AGREEMENT-CLOSE CORPORATION

Any Shareholders’ Agreement authorized by Section 300 (b) shall only be effective to modify the terms of these By-Laws if this corporation elects to become a close

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corporation with appropriate filing of or amendment to its Articles as required by Section 202 and shall terminate when this corporation ceases to be a close corporation. Such an agreement cannot waive or alter Sections 158 (defining close corporations), 202 (requirements of Articles of Incorporation), 500 and 501 relative to distributions, 111 (merger), 1201 (e) (reorganization) or Chapters 15 (Records and Reports, 16 (Rights of Inspection), 18 (Involuntary Dissolution) or 2 (Crimes and Penalties). Any other provisions of the Code or these By-laws may be altered or waived thereby, but to the extent they are not so altered or waived, these By-Laws shall be applicable.

ARTICLE VI

CORPORATE CONTRACTS AND INSTRUMENTS-HOW EXECUTED

The Board of Directors, except as in the By-Laws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purposes or any amount, except as provided in Section 313 of the Corporations Code.

ARTICLE VII

CONTROL OVER BY LAWS

After the initial By-Laws of the corporation shall have been adopted by the incorporator or incorporators of the corporation, the By-Law say be amended or repealed or new By-Laws may be adopted by the share-holders entitled to exercise a majority of the voting power or by the Board of Directors; provided, however, that the Board of Directors shall have no control over any By-Law which fixes or changes the authorized number of directors of the corporation; provided, further, than any control over the By-Laws herein vested in the Board of Directors shall be subject to the authority of the aforesaid shareholders to amend or repeal the By-Laws or to adopt new By-Laws; and provided further that any By-Law amendment or new By-Law which changes the minimum number of directors to fewer than five shall require authorization by the greater proportion of voting power of the shareholders as hereinbefore set forth.

ARTICLE VIII

BOOKS AND RECORDS

Section 1. RECORDS: STORAGE AND INSPECTION. The corporation shall keep at its principal executive office in the State of California, or, if its principal executive office is not in the State of California, the original or a copy of the By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office

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hours. If the principal executive office of the corporation is outside the State of California, and, if the corporation has no principal business office in the State of California, it shall upon request of any shareholder furnish a copy of the By-Laws as amended to date.

The corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees, if any, of the Board of Directors. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each. Such minutes shall be in written form. Such other books and records shall be kept either in written form or in any other form capable of being converted into written form.

Section 2. RECORD OF PAYMENTS. All checks, drafts or other orders or payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 3. ANNUAL REPORT. Whenever the corporation shall have fewer than one hundred shareholders, the Board of Directors shall not be required to cause to be sent to the shareholders of the corporation the annual report prescribed by Section 1501 of the General Corporation Law unless it shall determine that a useful purpose would be served by causing the same to be sent or unless the Department of Corporations, pursuant to the provisions of the Corporate Securities Law of 1968, shall direct the sending of the same.

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EX-3.43

Exhibit 3.43

ARTICLES OF INCORPORATION

OF

REM, INC.

We, the undersigned, for the purpose of forming a corporation under the Minnesota Business Corporation Act, do hereby associate ourselves as a body corporate and do hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM, INC.

ARTICLE II

This corporation has been formed for general business purposes.

ARTICLE III

The corporation shall have all of the powers granted or available under the laws of the State of Minnesota and laws amendatory thereof and supplementary thereto, including but not limited to the following:

1.The power to acquire, own, pledge, dispose of and deal in shares of capital stock, rights, bonds, debentures, notes, trust receipts and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations (including this corporation), associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government or

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        by any state, territory, province, municipality or other political subdivision or by any governmental agency, domestic or foreign, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

2.The power to aid in any manner any corporation, association, firm or individual, any of who securities, evidences of indebtedness, obligations or stock are held by the corporation directly or indirectly, or in which, or in the welfare of which, the corporation shall have any interest, and to guarantee securities, evidences of indebtedness and obligations of other persons, firms, associations and corporations.

3.The power to carry out all or any part of the purposes of this corporation as principal or agent, or in conjunction, or as a partner of member of a partnership, syndicate or joint venture or otherwise, and in any part of the world to the same extent and as fully as natural persons might or could do.

ARTICLE IV

The duration of this corporation shall be perpetual.

ARTICLE V

The location and post office address of this corporation’s registered office in this state shall be 6921 York Avenue South, Edina, Minnesota 55435.

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ARTICLE VI

The minimum amount of stated capital with which this corporation will begin business shall be not less than One Thousand Dollars ($1,000.00).

ARTICLE VII

The total authorized capital stock of this corporation shall consist of 2,500 shares of common stock having a par value of $10.00 per share.  All shares of stock of this corporation may be issued as full or fractional shares.  Each outstanding fractional share shall have the rights which are provided in these Articles of Incorporation, the By-Laws of this corporation and the laws of the State of Minnesota to which a full share of such stock is entitled, but in the proportion which such fractional share bears to a full share of such stock.

All shares of common stock shall be equal in every respect.  At all meetings of the shareholders, each shareholder of record entitled to vote thereat shall be entitled to one vote for each share (and a fractional vote for and equal to each fractional share) of stock standing in his name and entitled to vote at such meetings.  Shareholders shall have no rights of cumulative voting.  Shareholders shall not be entitled as a matter of right, preemptive or otherwise, to subscribe or apply for or purchase or receive any part of any unissued stock or other securities of this corporation, or of any stock or other securities issued and thereafter acquired by this corporation.

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ARTICLE VIII

The names and post office addresses of the incorporators of this corporation are as follows:

Richard A. Hackett	300 Roanoke Building
	Minneapolis, MN 55402
Nancy G. Barber	300 Roanoke Building
	Minneapolis, MN 55402
Jane T. Maas	300 Roanoke Building
	Minneapolis, MN 55402

ARTICLE IX

The management of this corporation shall be vested in a Board of Directors.  The Board of Directors of this corporation shall consist of five (5) directors or such other greater or lesser number of directors as may be permitted by law and as shall be provided in the By-Laws of this corporation or as determined by the shareholders at each annual meeting or any special meeting of the shareholders called for that purpose.  The names and post office addresses of the first Board of Directors of this corporation are as follows:

Robert E. Miller	6921 York Avenue South
	Edina, MN 55433
Vergene M. Miller	6921 York Avenue South
	Edina, MN 55433
Thomas E. Miller	6921 York Avenue South
	Edina, MN 55433
Craig R. Miller	6921 York Avenue South
	Edina, MN 55433
Douglas V. Miller	6921 York Avenue South
	Edina, MN 55433

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Each such director shall serve until the first annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office.

ARTICLE X

The authority to make and alter the By-Laws of this corporation is hereby vested in the Board of Directors of this corporation to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to repeal or alter such By-Laws.

Authority is hereby conferred upon and vested in the Board of Directors of this corporation to accept or reject subscriptions for shares of its capital stock, whether such subscriptions be made before or after its incorporation.  The Board of Directors shall have the authority to issue shares of stock and securities of the corporation to the full amount authorized by these Articles of Incorporation, and shall have the authority to grant and issue rights to convert securities of the corporation into shares of stock of the corporation, options to purchase shares or securities convertible into shares, warrants, and other such rights or options, and to fix the terms, provisions and conditions of such rights, options and warrants, including the option price or prices at which shares may be purchased or subscribed for and the conversion basis or bases of such rights, options and warrants.

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ARTICLE XI

The shareholders of this corporation may, by a majority vote of all shares issued, outstanding and entitled to vote:

1.Authorize the Board of Directors to sell, lease, exchange or otherwise dispose of all, or substantially all, of its property and assets, including its good will, upon such terms and conditions and for such considerations, which may be money, shares, bonds, or other instruments for the payment of money or other property, as the Board of Directors deems expedient and in the best interests of the corporation;

2.Amend the Articles of Incorporation of this corporation for any reason or lawful purpose, and in the event that any such amendment adversely affects the rights of holders of shares of different classes, the affirmative vote of a majority of each such class shall be sufficient to adopt the amendment; and

3.Adopt and approve an agreement of merger or consolidation presented to them by the Board of Directors.

IN TESTIMONY WHEREOF, we have hereunto set out hands this 4^th day of June, 1981.

/s/ Richard A. Hackett

Richard A. Hackett

/s/ Nancy G. Barber

Nancy G. Barber

/s/ Jane T. Maas

Jane T. Maas

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STATE OF MINNESOTA	)
	) ss.
COUNTY OF HENNEPIN	)

On this 4^th day of June, 1981, before me a Notary Public within and for said County, personally appeared RICHARD A. HACKETT, NANCY G. BARBER, and JANE T. MAAS, to me known to be the persons named in and who execute the foregoing Articles of Incorporation, and who acknowledged that they executed the same as their free act and deed.

/s/ Nancy R. Lind

Notary Public, Minn.

My Commission Expires:

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EX-3.44

Exhibit 3.44

BY-LAWS

OF

REM, INC.

ARTICLE I

Offices

Section 1. Principal Office. The principal office of the corporation shall be in the City of Edina, Minnesota.

Section 2. Registered Office. The address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota 55435. The registered office need not be identical with the principal office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such other places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal office in Edina, Minnesota, unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the written notice of meeting.

Section 2. Annual Meeting. The annual meeting of the shareholders of this corporation shall be held on the first Monday in October of each year or on such other date during the calendar year as may be designated by the Board of Directors in the written notice of meeting which written notice of meeting shall designate the time of meeting and the place of meeting if other than the corporation’s principal office. At the annual meeting the shareholders shall elect a Board of Directors and transact such other business as may be properly brought before the meeting. If an annual meeting is not held during any calendar year, or if the directors are not elected thereat, the directors may be elected at a special meeting of the shareholders called for that purpose which special meeting shall be called upon the demand of any shareholder entitled to vote, which demand for and call of said special meeting shall be in accordance with the provisions of Section 3 of this Article relating to demands for call of a special meeting of shareholders.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the President and, in his absence, by the Vice-President, or by the Board of Directors or any two or more members thereof, or in the manner hereinafter provided by one or more shareholders holding not less than one-tenth of the voting power of the shareholders. Upon request, in writing by registered mail or delivered in person to the President, Vice President or Secretary, by any person or persons entitled to call a meeting of shareholders, it shall be the duty of such officer forthwith to cause notice to be given to the shareholders entitled to vote, of a meeting to be held at such time as such officer shall fix, not less than ten (10) nor more than sixty (60) days after the receipt of such request. The officer shall not fix a date which unduly delays the meeting or shall have the effect of defeating the purpose of the meeting. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting.

Section 4. Notice of Meetings. Written notice of the annual meeting stating the time and place thereof shall be given to each shareholder of record entitled to vote at such meeting at least ten (10) days prior to the date of such annual meeting. Written notice of all special meetings of shareholders stating the time, place and purposes thereof shall also be given to each shareholder of record entitled to vote at such meeting at least five (5) days before the date fixed for such meeting. All notices of meeting shall be mailed to each shareholder at his address as it appears on the stock transfer books of the corporation and shall be deemed delivered when deposited in the United States mail, with postage thereon prepaid. Notices given by telegram shall be deemed to be delivered when the telegram is delivered to the telegraph company properly addressed and prepaid. Any shareholder may waive notice of any meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. Any business may be transacted at the meeting held pursuant to the adjournment and at which a quorum shall be present or represented, which might have been transacted at the adjourned meeting. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital

stock held by such shareholder, but no proxy shall be entitled to vote after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Every proxy shall be in writing (which shall include telegraphing, cabling or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the time of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. When a quorum is present at any meeting, the vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation or these By-Laws a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 8. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders of record entitled to vote as of the date of such resolution.

ARTICLE III

Directors

Section 1. General Powers. The business and the property of the corporation shall be managed and controlled by its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of the Articles of Incorporation, these By-Laws and all applicable law.

Section 2. Number, Tenure and Qualification. The number of directors (not less than three (3)) which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders subject to increase by resolution of the Board of Directors. In the absence of a resolution fixing the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at the annual meeting of shareholders, except as provided in Section 7 of this Article, and shall hold office until the next annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office. Directors need not be shareholders.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. Other regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, or in his absence, by the Vice-President, or shall be called by the Secretary on the written request of any two (2) directors. The person or persons authorized to call special meetings may fix the time and place, either within or without the State of Minnesota, for any such special meeting.

Section 5. Notice of Meetings. Ten (10) days’ written notice of the annual meeting of directors and of all regular meetings of directors shall be given to all directors. Such notices shall be deemed delivered when deposited in the United States mail properly addressed, with postage thereon prepaid.

Two (2) days’ written notice of all special meetings of the Board of Directors shall be given to each director. In the event that notice is given by mail, such notice shall be mailed at least four (4) days prior to the special meeting and shall be deemed delivered when deposited in the United States mail properly addressed, with postage thereon prepaid.

Notice given by telegram shall be deemed to be delivered when the telegram is delivered to the telegraph company properly addressed and prepaid.

Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless his attendance is for the express purpose of objecting to the transaction of business on grounds that the meeting is not lawfully called or convened.

Section 6. Quorum and Voting. A majority of the directors then in office shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as to any question upon which any different or greater vote is required by the Articles of Incorporation, these By-Laws or Minnesota statutes.

Section 7. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office even though said remaining directors may be less than a quorum; any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a two-thirds vote of the directors serving at the time of such increase; or said vacancy or newly created directorship may be filled by resolution of the shareholders at any annual meeting or at any special meeting called for that purpose. Unless a prior vacancy occurs by reason of his death, resignation or removal from office, any director so elected shall hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified.

Section 8. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting a successor or successors may be elected by the vote of the holders of the majority of the shares having voting power present in person or represented by proxy, or if any such vacancy is not so filled, it may be filled by the directors as provided in Section 7 of this Article.

Section 9. Executive Committee. The Board of Directors may, by unanimous resolution of all directors then in office, appoint an Executive Committee of three or more directors to meet and act on behalf of the Board of Directors between meetings of the Board. The Executive Committee shall advise and aid the officers of the corporation in all matters concerning the management of its business, and between meetings of directors the Executive Committee shall possess and may exercise all the powers of the Board of Directors with reference to the conduct of the business of the corporation, except the power to fill vacancies in their own membership, which vacancies shall be filled by the Board of Directors. The Executive Committee shall meet at stated times or on notice to all members. It shall fix its own rules of procedure. A majority of the committee shall constitute a quorum but the affirmative vote of a majority of the whole committee shall be necessary on every item of business. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 10. Other Committees. The Board of Directors may appoint such other committees and delegate to such committees such powers and responsibilities as it may from time to time deem appropriate.

Section 11. Action in Writing. Any action which might be taken at a meeting of the Board of Directors or of a lawfully constituted executive committee thereof may be taken without a meeting if such action is taken in writing and signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 12. Meeting by Means of Conference Telephone.  Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall include a President, one or more Vice-Presidents, a Secretary and a Treasurer. The Board of Directors may also appoint such other officers and assistant

officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties and compensation of all officers. Officers may, but need not, be directors of the corporation.

Section 2. Election and Term of Office. Officers shall be elected at each annual meeting of the Board of Directors and shall hold office at the pleasure of the Board. An officer shall hold office until his successor shall have been duly elected unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors may be removed with or without cause at any time by the vote of a majority of the Board of Directors. Any vacancy in any office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice-Presidents. The Vice-President, or Vice-Presidents in case there are more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President or in the event there be more than one Vice-President, the Vice-Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election, shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The secretary shall attend all meetings of the Board of Directors and of the shareholders and record all votes and the minutes of all proceedings of the Board of Directors and of the shareholders in a book to be kept for that purpose. He shall keep the stock books of the corporation and shall have the custody of its corporate seal and attest the same when properly authorized to do so. He shall give or cause to be given notice of all meetings of the shareholders and of special meetings of the Board of Directors, and shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate account of all receipts and disbursements in books belonging to the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office for the term established by the Board of Directors and shall have such powers, perform such duties and be responsible to such other officer as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates of Stock

Section 1. Certificates. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice-President, Secretary or Assistant Secretary may be a facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates, shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. The seal of the corporation or a facsimile thereof may, but need not, be affixed to certificates of stock. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all

purposes.

ARTICLE VI

Contracts, Loans, Checks and Deposits

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VII

Indemnification

Section 1. Indemnification. The corporation acting through its Board of Directors, or as otherwise provided in this By-Law, shall as fully as may be permitted from time to time by the statutes and decisional law of the State of Minnesota or by any other applicable rules or principles of law indemnify each officer of the corporation against the expense of any action to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was an officer of the corporation. Any provision in these By-Laws which would prevent the indemnification of an officer to the full extent permitted by law as it may from time to time be expanded by statute, decision of court or otherwise, shall be deemed amended to conform to such expanded right of indemnification without formal action by the Board of Directors or shareholders.

Section 2. Definitions. As used in this By-Law: (i) The term “officer” means any person who is, was or may hereafter be a director, officer, employee or agent of this corporation or, at the request of this corporation, of any other corporation or of any partnership, joint venture, trust or other enterprise and the rights of indemnification under this By-Law shall inure to the benefit of the heirs, executors and administrators of any of such persons, (ii) the term “action” means any threatened, pending or completed action,

suit or proceeding, wherever brought, whether civil, criminal, administrative or investigative including those by or in the right of the corporation and whether or not involving an act or omission of an officer in his capacity as such and whether or not he is an officer at the time of such action, and (iii) the term “expenses of any action” shall include attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with an action.

Section 3. Standard of Conduct. An officer shall be indemnified with respect to any action (other than an action by or in the right of the corporation to procure a judgment in its favor) 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 if it is a criminal action, he had no reasonable cause to believe his conduct was unlawful. If the action be one by or in the right of the corporation to procure a judgment in its favor, then in addition to the requirements of the preceding sentence, an officer shall be indemnified only if he is not adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation or if he is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, then he shall be indemnified only to the extent that the court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. If he is successful on the merits or otherwise in defense of any action, an officer shall be indemnified for expenses actually and reasonably incurred by him in connection with such action. In all other cases (other than an action in which the officer is successful on the merits or otherwise in defense of such action or in an action by or in the right of the corporation to procure a judgment in its favor where the officer has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation), an officer shall be indemnified, unless ordered by a court, only as authorized in the specific case upon a determination that indemnification of the officer is proper in the circumstances because he has met the applicable standard of conduct set forth above. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. The determination may be made that he is entitled to indemnification as to some matters even though not so entitled as to others. The termination of any action by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the officer did not act in a manner entitling him to indemnification under this By-Law.

Section 4. Determination of Conduct. Except where an officer is successful on the merits or otherwise in the defense of an action and except where a court determination is required by law for indemnification in an action by or in the right of the corporation in which an officer has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, an officer shall first seek a determination that he met the applicable standard of conduct set forth above from the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action,

or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders, it being the belief of this corporation that the best judges of an officer’s conduct are those familiar with the business activities of the corporation. In the event that it is determined that the officer partially or completely failed to meet the applicable standard of conduct, or if no determination is reached within a reasonable time, the officer may apply to the District Court of the State of Minnesota for a determination of his right to indemnification and the result of any prior determination of that right by disinterested directors or by independent legal counsel or by the shareholders shall not be entered into evidence or considered by the court in its independent determination.

Section 5. Expenses Advance Expenses incurred in defending an action may be paid by the corporation in advance of the final disposition of such action as authorized in the manner provided in Section 3 of this ARTICLE VII upon receipt of an undertaking by or on behalf of the officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized by law.

Section 6. Nonexclusivity. The indemnification provided by this By-Law shall not exclude any other right to which an officer may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall not imply that the corporation may not provide lawful indemnification not expressly provided for in this By-Law.

Section 7. Insurance. The corporation may purchase and maintain insurance on behalf of any officer against any liability asserted against him and incurred by him in any such capacity to the full extent as may from time to time be permitted by law.

Section 8. Notice to Shareholders. If an officer is indemnified by the corporation other than by court order or action by the shareholders, the corporation shall, not later than the next annual meeting of shareholders unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the officers paid, the amount paid, and the nature and status of the litigation or threatened litigation at the time of such payment.

ARTICLE VIII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their

absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

Section 4. Seal. The corporate seal of this corporation shall have engraved thereon the name of the corporation and the words “Minnesota” and “Corporate Seal”.

Section 5. Amendments. Except as limited by the Articles of Incorporation of this corporation, these By-Laws may be altered or amended by the Board of Directors at any regular or special meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

We, the undersigned, President and Secretary respectively of REM, INC., a Minnesota corporation, do hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 18th day of August, 1981.

/s/ Robert E. Miller

President of REM, INC.

/s/ Craig R. Miller

Secretary of REM, INC.

EX-3.45

Exhibit 3.45

ARIZONA CORPORATION COMMISSION
CORPORATION DIVISION

Phoenix Address:	1300 West Washington	Tucson Address:	400 West Congress
	Phoenix, Arizona 85007-2929		Tucson, Arizona 85701-1347

CERTIFICATE OF DISCLOSURE

A.R.S. § 10-202.D

CHECK APPROPRIATE BOX (A OR B)	REM-Arizona, Inc.
ANSWER “C”	EXACT CORPORATE NAME

THE UNDERSIGNED CERTIFY THAT:

A.
ý No persons serving either by elections or appointment as officers, directors, trustees, incorporators and persons controlling or holding over 10% of the issued and outstanding common shares or 10% of any other proprietary, beneficial or membership interest in the corporation:

1.Have been convicted of a felony involving a transaction in securities, consumer fraud or antitrust in any state or federal jurisdiction within the seven-year period immediately preceding the execution of this Certificate.

2.Have been convicted of a felony, the essential elements of which consisted of fraud, misrepresentation, theft by false process, or restraint of trade or monopoly in any state or federal jurisdiction within the seven-year period immediately preceding the execution of this Certificate.

3.Have been or are subject to an injunction, judgment, decree or permanent order of any state of federal court entered within the seven-year period immediately preceding the execution of this Certificate wherein such injunction, judgment decree or permanent order:

(a)Involved the violation of fraud or registration provisions of the securities laws of that jurisdiction; or

(b)Involved the violation of the consumer fraud laws of that jurisdiction; or

(c)Involved the violation of the antitrust or restraint of trade laws of that jurisdiction.

B.	For any person or persons who have been or are subject to one or more of the statements in Items A.1 through A.3 above, the following information MUST be attached:
o

1.Full name, prior name(s) and aliases, if used.

2.Full birth name.

3.Present home address.

4.Prior addresses (for immediate preceding 7-year period).

5.Date and location of birth.

6.Social Security number.

7.The nature and description of each conviction or judicial action, date and location, the court and public agency involved and file or cause number of case.

C.Has any person serving as an officer, director, trustee or incorporator of the corporation served in any such capacity or held or controlled over 20% of the issued and outstanding common shares, or 20% of any other proprietary, beneficial or membership interest in any corporation which as been placed in bankruptcy, receivership or had its charter revoked, or administratively or judicially dissolved by any state or jurisdiction?

Yes o  No  ý

IF YOUR ANSWER TO THE ABOVE QUESTION IS “YES”, YOU MUST ATTACH THE FOLLOWING INFORMATION FOR EACH CORPORATION:

1.Name and address of the corporation.

2.Full name (including aliases) and address of each person involved.

3.State(s) in which the corporation: (a) was incorporated. (b) Has transacted business.

4.Dates of corporate operation.

5.Date and case number of Bankruptcy or date of revocation/administrative dissolution.

D.The fiscal year end adopted by the corporation is December 31

Under penalties of law, the undersigned incorporator(s)/officer(s) declare(s) that I (we) have examined this Certificate, including any attachments, and to the best of my (our) knowledge and belief it is true, correct, and complete. THE SIGNATURE(S) MUST BE DATED WITHIN THIRTY (30) DAYS OF THE DELIVERY DATE.

BY	/s/ Nancy Roetman Menzel					BY:	/s/ Nancy G. Barber Walden
PRINT NAME			Nancy Roetman Menzel			PRINT NAME			Nancy G. Barber Walden
TITLE		Incorporator		DATE	11/26/96	TITLE		Incorporator		DATE	11/26/96

DOMESTIC CORPORATIONS: ALL INCORPORATORS MUST SIGN THE INITIAL CERTIFICATE OF DISCLOSURE. If within sixty days, any person becomes an officer, director, trustee or person controlling or holding over 10% of the issued and outstanding shares or 10% of any other proprietary, beneficial, or membership interest in the corporation and the person was not included in this disclosure, the corporation must file an AMENDED certificate signed by at least one duly authorized officer of the corporation.

FOREIGN CORPORATIONS: MUST BE SIGNED BY AT LEAST ONE DULY AUTHORIZED OFFICER OF THE CORPORATION.

CF: 0022-Business Corporations

Rev: 7/96

ARTICLES OF INCORPORATION
OF	[SEAL]
REM-Arizona, Inc.

The undersigned, acting as incorporators of a corporation under the Arizona Business Corporation Act, adopt the following Articles of Incorporation for such corporation:

FIRST:  The name of the corporation is REM-Arizona, Inc.

SECOND:  The period of its duration, if less than perpetual, is                                    .

THIRD: The purpose or purposes for which the corporation is organised are:

To engage in the transaction of any or all lawful purposes for which corporations may be incorporated under the provisions of the Arizona Business Corporation Act.

FOURTH: A brief statement of the character of business which the corporation initially intends actually to conduct in Arizona is:  To provide health care related services. including but not limited to services for acquired brain injury persons and/or developmentally disabled persons.

(use the following if the shares are to consist of one class only)

FIFTH: The aggregate number of shares which the corporation shall have authority to issue is one hundred thousand (100,000) of the par value of one Dollars ($1.00) each (or without par value).

1

SEVENTH: The name and address of the initial statutory agent of the corporation is

C T Corporation System

3225 North Central Avenue,

Phoenix, Maricopa County, Arizona 85012

EIGHTH:  The number of directors constituting the initial board of directors of the corporation is three, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:

Name	Address
Thomas E. Miller	6921 York Avenue South
	Edina, Minnesota 55435
Craig R. Miller	6921 York Avenue South
	Edina, Minnesota 55435
Douglas V. Miller	6921 York Avenue South
	Edina, Minnesota 55435
NINTH: The name and address of each incorporator is:
Name	Address
Nancy Roetman Menzel	3400 City Center
	33 South Sixth Street
	Minneapolis. Minnesota 55402
Nancy C. Barber Walden	3400 City Center
	33 South Sixth Street
	Minneapolis, Minnesota 55402

TENTH: Provisions, not inconsistent with law, which the incorporation elect to set forth are:  The personal liability of each director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director are hereby limited to the fullest extent permitted by law.

DATED	November 26	,	1996	.
					/s/ Nancy Roetman Menzel
					/s/ Nancy C. Barber Walden

C T CORPORATION SYSTEM, having been designated to act as statutory agent, hereby consents to act in that capacity until it is removed, or submits its resignation, in accordance with the Arizona Revised Statutes.

C T CORPORATION SYSTEM
By:	/s/ Susan S. Warner, Asst VP
	(Title of Office)

3

		PAID
	ARTICLES OF AMENDMENT
[SEAL]	OF
	REM-Arizona, Inc.
	[Name of Corporation]

1.	The name of the corporation is REM-Arizona, Inc.
2.	Attached hereto as Exhibit A is the text of each amendment adopted.
3.	ý	The amendment does not provide for an exchange, reclassification or cancellation of issued shares.
	o	Exhibit A contains provisions for implementing the exchange, reclassification or cancellation of issued shares provided for therein.
	o	The amendment provides for exchange, reclassification or cancellation of issued shares. Such actions will be implemented as follows:
4.	The amendment was adopted the 24th day of May, 2000.
5.	o	The amendment was adopted by the o incorporators o board of directors without shareholder action and shareholder action was not required.
	ý	The amendment was approved by the shareholders.  There is (are) 1 voting groups eligible to vote on the
amendment. The designation of voting groups entitled to vote separately on the amendment, the number of votes in each, the number of votes represented at the meeting at which the amendment was adopted and votes cast for and against the amendment were as follows:
		The voting group consisting of 100 outstanding shares of common [class or series] stock is entitled to 100
votes. There were 100 votes present at the meeting.  The voting group cast 100 votes for and 0 votes against approval of the amendment.  The number of votes cast for approval of the amendment was sufficient for approval by the voting group.

The voting group consisting of 100 outstanding shares of common [class or series] stock is entitled to 100 votes.  There were 0 votes present at the meeting.  The voting group cast 100 votes for and           votes against approval of the amendment.  The number of votes cast for approval of the amendment was sufficient for approval by the voting group.

DATED as of this 12th day of July, 2000

REM-Arizona, Inc.
	[name of corporation]
By	/s/ Craig R. Miller
	Craig R. Miller	VP and Sec’y
	[name]	[title]

2

EXHIBIT A

RESOLVED, that Article I of the Articles of Incorporation of the Corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM Arizona, Inc.

FURTHER RESOLVED, that this amendment to the Articles of Incorporation of the Corporation shall be effective as of the 1st day of August, 2000.

EX-3.46

Exhibit 3.46

BY-LAWS

OF

REM-ARIZONA, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is C T Corporation System, 3225 Central Avenue, Phoenix, Maricopa County, Arizona 85012. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Arizona as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If an annual meeting of shareholders has not been held within any thirteen (13) month period, the superior court in the county of the known place of business of the corporation may, on the application of any shareholder, order a meeting to be held.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given, by an officer of the corporation at the direction of the person or persons calling the meeting, to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or

convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than seventy (70) days nor less than ten (10) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by

written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section l. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number. Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Arizona, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors except that, if less than the entire board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may

be filled by the directors as provided in Section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members must be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Vice President, a Secretary, and a Treasurer. The Board of Directors may also appoint additional Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and

Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Arizona, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office,

may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts. etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the

terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

The undersigned, Secretary of REM-Arizona, Inc., an Arizona corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 24 day of January, 1996.

/s/ Craig R. Miller

Secretary

EX-3.47

Exhibit 3.47

ARIZONA CORPORATION COMMISSION
CORPORATIONS DIVISION

Phoenix Address:	1300 West Washington	Tucson Address:	400 West Congress
	Phoenix Arizona 85007-2929		Tucson, Arizona 85701-1347

CERTIFICATE OF DISCLOSURE

A.R.S. § 10-202.D

CHECK APPROPRIATE BOX (A or B)	REM Arizona Rehabilitation, Inc.
ANSWER “C”	EXACT CORPORATE NAME

THE UNDERSIGNED CERTIFY THAT:

A.	No persons serving either by elections or appointment as officers, directors, trustees, incorporators and persons controlling or holding over 10% of the issued and outstanding common shares or 10% of any other proprietary, beneficial or membership interest in the corporation:
ý

1.Have been convicted of a felony involving a transaction in securities, consumer fraud or antitrust in any state or federal jurisdiction within the seven-year period immediately preceding the execution of this Certificate.

2.Have been convicted of a felony, the essential elements of which consisted of fraud, misrepresentation, theft by false pretenses, or restraint of trade or monopoly in any state or federal jurisdiction within the seven-year period immediately preceding the execution of this Certificate.

3.Have been or are subject to an injunction, judgment, decree or permanent order of any state of federal court entered within the seven-year period immediately preceding the execution of this Certificate wherein such injunction, judgment, decree or permanent order:

(a)Involved the violation of fraud or registration provisions of the securities laws of that jurisdiction; or

(b)Involved the violation of the consumer fraud laws of that jurisdiction; or

(c)Involved the violation of the antitrust or restraint of trade laws of that jurisdiction.

B.	For any person or persons who have been or are subject to one or more of the statements in Items A.1 through A.3 above, the following information MUST be attached:
o

1.Full name, prior name(s) and aliases, if used.

2.Full birth name.

3.Present home address.

4.Prior addresses (for immediate preceding 7-year period).

5.Date and location of birth.

6.Social Security number.

7.The nature and description of each conviction or judicial action, date and location, the court and public agency involved and file or cause number of case.

C.Has any person serving as an officer, director, trustee or incorporator of the corporation served in any such capacity or held or controlled over 20% of the issued and outstanding common shares, or 20% of any other proprietary, beneficial or membership interest in any corporation which as been placed in bankruptcy, receivership or had its charter revoked, or administratively or judicially dissolved by any state or jurisdiction?

Yes o  No  ý

IF YOUR ANSWER TO THE ABOVE QUESTION IS “YES”, YOU MUST ATTACH THE FOLLOWING INFORMATION FOR EACH CORPORATION:

1.Name and address of the corporation.

2.Full name (including aliases) and address of each person involved.

3.State(s) in which the corporation: (a) Was incorporated (b) Has transacted business.

4.Dates of corporate operation.

5.Date and case number of Bankruptcy or date of revocation/administrative dissolution.

D.The fiscal year end adopted by the corporation is 12-31

Under penalties of law, the undersigned incorporator(s)/officer(s) declare(s) that I (we) have examined this Certificate, including any attachments, and to the best of my (our) knowledge and belief it is true, correct, and complete. THE SIGNATURE(S) MUST BE DATED WITHIN THIRTY (30) DAYS OF THE DELIVERY DATE.

BY	/s/ Nancy Roetman Menzel					BY:	/s/ Alice E. Campbell
PRINT NAME			Nancy Roetman Menzel			PRINT NAME			Alice E. Campbell
TITLE		Incorporator		DATE	11/5/98	TITLE		Incorporator		DATE	11/5/98

DOMESTIC CORPORATIONS: ALL INCORPORATORS MUST SIGN THE INITIAL CERTIFICATE OF DISCLOSURE. If within sixty days, any person becomes an officer, director, president or person controlling or holding over 10% of the issued and outstanding shares or 10% of any other proprietary, beneficial, or membership interest in the corporation and the person was not included in this disclosure, the corporation must file an AMENDED certificate signed by at least one duly authorized officer of the corporation.

FOREIGN CORPORATIONS: MUST BE SIGNED BY AT LEAST ONE DULY AUTHORIZED OFFICER OF THE CORPORATION.

[ILLEGIBLE] 0022-Business Corporations

[ILLEGIBLE]

1

ARTICLES OF INCORPORATION

OF

REM ARIZONA REHABILITATION, INC.

The undersigned, acting as incorporators of a corporation under the Arizona Business Corporation Act, adopt the following articles of Incorporation for such corporation:

FIRST   The name of the corporation is REM Arizona Rehabilitation, Inc.

SECOND   The period of its duration is perpetual.

THIRD   The purposes for which the corporation is organized are to engage in the transaction of any or all lawful purposes for which corporations may be incorporated under the provisions of the Arizona Business Corporation Act.

FOURTH   A brief statement of the character of business which the corporation initially intends to actually conduct in Arizona is:

To provide health care related services, including but not limited to services for acquired brain injury persons and/or developmentally disabled persons.

FIFTH   The aggregate number of shares which the corporation has authority to issue is one hundred thousand (100,000) of the par value of one dollar ($1.00) each.

SIXTH   The name and address of the initial statutory agent and registered office of the corporation is Chris Assmussen, 722 West Loughlin, Chandler, Arizona 85224.

SEVENTH  The number of directors constituting the initial board of directors of the corporation is three, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are as follows:

Name	Address
Thomas E. Miller	6921 York Avenue South
	Edina, Minnesota 55435
Craig R. Miller	6921 York Avenue South
	Edina, Minnesota 55435
Douglas V. Miller	6921 York Avenue South
	Edina, Minnesota 55435

2

EIGHTH   The name and address of each incorporator is as follows:

Name	Address
Nancy Roetman Menzel	3400 City Center
	33 South Sixth Street
	Minneapolis, MN 55042
Alice E. Campbell	3400 City Center
	33 South Sixth Street
	Minneapolis, MN 55042

NINTH   Additional provisions not inconsistent with law which the incorporators elect to set forth are as follows:  The personal liability of each director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director are hereby limited to the fullest extent permitted by law:

Dated: October 29^th, 1998

/s/ Nancy Roetman Menzel

Nancy Roetman Menzel

/s/ Alice E. Campbell

Alice E. Campbell

CHRIS ASSMUSSEN, having been designated to act as statutory agent, hereby consents to act in that capacity until he is removed or submits his resignation, in accordance with Arizona law.

/s/ Chris Assmussen

Chris Assmussen

3

EX-3.48

Exhibit 3.48

BY-LAWS

OF

REM ARIZONA REHABILITATION, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is Chris Assmussen, 3150 North 24th Street, Suite A200, Phoenix, Arizona 85016. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Arizona as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If an annual meeting of shareholders has not been held within any thirteen (13) month period, the superior court in the county of the known place of business of the corporation may, on the application of any shareholder, order a meeting to be held.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given, by an officer of the corporation at the direction of the person or persons calling the meeting, to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or

convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than seventy (70) days nor less than ten (10) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by

written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors.  In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Arizona, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors except that, if less than the entire board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may

be filled by the directors as provided in Section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members must be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Vice President, a Secretary, and a Treasurer. The Board of Directors may also appoint additional Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and

Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Arizona, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office,

may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the

terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

The undersigned, Secretary of REM Arizona Rehabilitation, Inc., an Arizona corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 6th day of November, 1998.

/s/ Craig R. Miller

Secretary

EX-3.49

Exhibit 3.49

ARTICLES OF INCORPORATION

OF

REM TEMPORARY SERVICES, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Minnesota Statutes Chapter 302A, does hereby adopt the following Articles of Incorporation:

ARTICLE I

Name

The name of this corporation shall be REM Temporary Services, Inc.

ARTICLE II

Registered Office

The location and address of this corporation’s registered office in this state shall be 6921 York Avenue South, Edina, MN 55435.

ARTICLE III

Authorized Capital

The total authorized number of shares of this corporation is One Million (1,000,000) shares, all of which shall be shares of common stock of the par value of one cent ($.01) per share.

ARTICLE IV

Cumulative Voting Prohibition

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Preemptive Rights Prohibition

Shareholders shall have no rights, preemptive or otherwise, under Minnesota statutes Section 302A.413 (or similar provisions of future law) to acquire any part of any unissued shares or other securities of this corporation or any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VI

Incorporator

The name and address of the incorporator of this corporation is:

Nancy G. Barber Walden

Gray, Plant, Mooty, Mooty & Bennett, P.A.

3400 City Center, 33 South Sixth Street

Minneapolis, MN 55402

ARTICLE VII

Limitation of Director Liability

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Minnesota Statutes Section 302A.559 or on the sale of unregistered securities or securities fraud under Minnesota Statutes Section 80A.23; or (iv) liability for any transaction from which the director derived an improper personal benefit. If Minnesota Statutes Chapter 302A hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by Minnesota Statutes Chapter 302A, as amended. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VIII

Directors Action by Written Consent

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors were present.

IN WITNESS WHEREOF, the undersigned has set his hand this 5th day of June, 1998.

/s/ Nancy G. Barber Walden

Nancy G. Barber Walden

ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
REM TEMPORARY SERVICES, INC.

I, the undersigned, as President of REM TEMPORARY SERVICES, INC., a Minnesota corporation, do hereby certify that the shareholders of the corporation have unanimously resolved to amend the Articles of Incorporation in accordance with the following resolutions:

RESOLVED, That Article I of the Articles of Incorporation of this corporation be amended as follows:

ARTICLE I

The name of this corporation shall be REM ARROWHEAD, INC.

FURTHER RESOLVED, That Thomas E. Miller, the President of this corporation, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution and to cause such Articles of Amendment to be filed with the office of the Secretary of State of the State of Minnesota.

I FURTHER CERTIFY that the foregoing amendment has been adopted pursuant to chapter 302A, Minnesota Statutes.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 13 day December, 2001

REM TEMPORARY SERVICES, INC.
	/s/ Thomas Miller
	Its President

EX-3.50

Exhibit 3.50

BY-LAWS

OF

REM TEMPORARY SERVICES. INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders holding not less than three percent (3%) of all voting shares of the corporation may call a regular meeting of shareholders by delivering to the President or Treasurer a written demand for a regular meeting. Within thirty (30) days after the receipt of such written demand by the President or Treasurer, the Board of Directors shall cause a regular meeting of shareholders to be

called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than three (3) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver

of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Minnesota, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board

of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this

Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such

other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Minnesota, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

The undersigned, Secretary of REM TEMPORARY SERVICES, INC., a Minnesota corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 23rd day of June, 1998.

/s/ Craig R. Miller

Secretary

EX-3.51

Exhibit 3.51

ARTICLES OF INCORPORATION

OF

REM-ATLANTIC, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Iowa Statutes Chapter 496A, does hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM-Atlantic, Inc.

ARTICLE II

The name and address of this corporation’s registered agent in this state shall be CT Corporation System, 2222 Grand Avenue, Des Moines, Iowa, 50312, County of Polk.

ARTICLE III

The purpose which the corporation is authorized to pursue is, or includes, the transaction of any or all lawful business for which the corporation may be incorporated under the Iowa Business Corporation Act.

ARTICLE IV

The total authorized shares of this corporation shall consist of Two Thousand Five Hundred (2,500) voting common shares.  The common stock of this corporation shall have a par value of ten dollars per share.

ARTICLE V

Shareholders shall have no rights of cumulative voting.

ARTICLE VI

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VII

The name and address of the incorporator of this corporation is:

Ellen W. McVeigh

Gray, Plant, Mooty, Mooty & Bennett

3400 City Center

33 South Sixth Street

Minneapolis, Minnesota 55402

ARTICLE VIII

The management of this corporation shall be vested in a Board of Directors.

The Board of Directors of this corporation shall consist of one (1) director or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation, or as determined by the shareholders at each annual meeting or at any special meeting of the shareholders called for that purpose.  The names and post office addresses of the first Board of Directors of this corporation is as follows:

Thomas E. Miller

6921 York Avenue South

Edina, Minnesota 55435

Each director shall serve until the first annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office.

ARTICLE IX

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office.  Any action required or permitted to be taken at a meeting of shareholders may be taken by written action signed by all of the shareholders entitled to vote with respect to the subject matter thereto.

IN WITNESS WHEREOF, the undersigned has set her hand this 28^th day of September, 1984.

		/s/ Ellen W. McVeigh
		Ellen W. McVeigh
STATE OF MINNESOTA	)
	) ss.
COUNTY OF HENNEPIN	)

The foregoing instrument was acknowledged before me this 25^th day of September, 1984, by Ellen W. McVeigh.

/s/ Barbara A. Abramson

Notary Public,            County, MN

My Commission Expires:

CONSENT TO USE OF NAME

REM-COUNCIL BLUFFS, INC., a corporation organized under the laws of the State of Minnesota, hereby consents to the organization of REM-Atlantic, Inc. in the State of Iowa.

IN WITNESS WHEREOF, the said REM-Council Bluffs, Inc. has caused this consent to be executed by its                             president and attested under its corporate seal by its                             secretary, this 29 day of October 1984.

	REM-COUNCIL BLUFFS, INC.
By		/s/ Craig R. Miller
		Craig R. Miller	President

Attest:

/s/ Craig R. Miller
Craig R. Miller	Secretary

[SEAL]

ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
REM-ATLANTIC, INC.

To the Secretary of State

of the State of Iowa:

Pursuant to the provisions of Section 58 of the Iowa Business Corporation Act, Chapter 496A, Code of Iowa, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

I. The name of the corporation is REM-Atlantic, Inc. The effective date of its incorporation was the 25th day of October, 1984.

II. The following amendment of the Articles of Incorporaion was adopted by the sole shareholder of the corporation on August 13, 1987, in the manner prescribed by the Iowa Business Corporation Act:

RESOLVED, that the Articles of Incorporation of the corporation be amended by the addition thereto of the following ARTICLE X:

ARTICLE X

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) liability for any transaction from which the director derived an improper personal benefit; (iv) liability under Section 496A.44 of the Iowa Business Corporation Act; or (v) liability for any act or omission occurring prior to the date when this Article become effective. If Chapter 496A, the Iowa Business Corporation Act hereafter is amended to authorize the further elimination or limitation of the

liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 496A, the Iowa Business Corporation Act. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

III. The number of shares of the corporation outstanding at the time of such adoption was 100; and the number of shares entitled to vote thereon was 100.

IV. The number of shares voted for such amendment was 100; and the number of shares voted against such amendment was 0.

Dated: 8-13-87

REM-ATLANTIC, INC.

/s/ Douglas V. Miller

Douglas V. Miller

Its President and Secretary

STATE OF MINNESIOTA	)
	) SS.
COUNTY OF HENNEPIN	)

On this 13^th day of August, A.D., 1987, before me, Tina M. Chapman, a Notary Public in and for said County, personally appeared Douglas V. Miller to me personally known, who being by me duly sworn did say that he is President of said corporation, that the seal affixed to said instrument is the seal of said corporation and that said Articles of Amendment were signed and sealed on behalf of the said corporation by authority of its Board of Directors and the said Douglas V. Miller acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed.

/s/ Tina M. Chapman
Notary Public in and for the State of Minnesota
	Tina M. Chapman

ARTICLES OF MERGER

OF

REM-ATLANTIC, INC., an Iowa corporation

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

Pursuant to the provisions of Section 490.1105 of the Iowa Business Corporation Act, the undersigned corporation adopts the following articles of merger:

1.The plan of merger is set forth as Exhibit A.

The plan of merger was approved by the shareholders and:

(i) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation was:

			Number of Votes
Name of		Number of Outstanding	Entitled to be
Corporation	Designation	Shares	Cast
Atlantic Developmental Facilities, Inc.	common	100	100
REM-Atlantic, Inc.	common	100	100

and

(ii) The total number of votes cast for and against the plan by each voting group entitle to vote separately on the plan was:

		Total Number of	Total Number of
Name of		Votes Cast for	Votes Cast
Corporation	Voting Group	the Plan	Against the Plan
Atlantic Developmental Facilities, Inc.	common	100	-0-
REM-Atlantic, Inc.	common	100	-0-

and the number cast for the plan by each voting group was sufficient for approval by that group.

Dated: January 13, 1992	REM ATLANTIC, INC.
	/s/ Thomas E. Miller
	Authorized Signature
	Thomas E. Miller—President
	Name and Title

EXHIBIT A

PLAN OF MERGER

Plan of Merger (hereinafter referred to as the “Plan”), dated January 13, 1992, for the merger of ATLANTIC DEVELOPMENTAL FACILITIES, INC., an Iowa corporation (the “Merged Corporation”), into REM-ATLANTIC, INC., an Iowa corporation (the “Surviving Corporation”).  (The Merged and Surviving Corporations may be collectively referred to as “Constituent Corporations”.)

WITNESSETH:

WHEREAS, Surviving Corporation is a corporation duly organized and existing under the laws of the State of Iowa, and Merged Corporation is a corporation duly organized and existing under the laws of the State of Iowa; and

WHEREAS, the Boards of Directors of the Constituent Corporations deem it advisable for the general welfare and advantage of the Constituent Corporations and their respective stockholders that the Constituent Corporations merge into a single corporation pursuant to this Plan, and the Constituent Corporations respectively desire so to merge pursuant to this Plan and pursuant to the applicable provisions of the laws of the State of Iowa;

NOW, THEREFORE, the Constituent Corporations shall be merged into a single corporation, REM-Atlantic, Inc., an Iowa

corporation, one of the Constituent Corporations, which shall continue its corporate existence and be the corporation surviving the merger.  The terms and conditions of this merger (the “Merger”) and the manner of carrying the same into effect, are as follows:

ARTICLE I

Effective Date of the Merger

The Effective Date of the Merger shall be the date on which Articles of Merger are filed with the Iowa Secretary of State.  Upon the Effective Date of the Merger, the separate existence of the Constituent Corporations shall cease and the Constituent Corporations shall be merged into the Surviving Corporation, REM-Atlantic, Inc. as an Iowa Corporation.

ARTICLE II

Governing Laws; Articles of

Incorporation; Authorized Shares

The laws of the State of Iowa shall govern the Surviving Corporation, and the interpretation and enforcement of this Plan.  The Articles of Incorporation of REM-Atlantic, Inc. shall remain in effect as the Articles of Incorporation of the Surviving Corporation subsequent to the Merger until the same may be further altered or amended in accordance with the provisions thereof.

ARTICLE III

Bylaws; Registered Office

The Bylaws of the Surviving Corporation as of the Effective Date of the Merger shall be the Bylaws of the Surviving Corporation after the Merger.  The registered office of Surviving Corporation shall be in C/O CT Corporation System, 1980 Financial Center, Des Moines, Iowa, after the Merger.

ARTICLE IV

Directors and Officers

The directors of the Surviving Corporation in office as of the date hereof shall remain the directors of the Surviving Corporation at and after the Effective Date of the Merger until their respective successors shall have been duly elected and qualified.  Subject to the authority of the Board of Directors as provided by law and the Bylaws of the Surviving Corporation, the officers of Surviving Corporation at the Effective Date of Merger shall remain the officers of the Surviving Corporation.  The officers and directors of the Merged Corporation holding office on the Effective Date shall be deemed to have resigned effective as of the Effective Date.

ARTICLE V

Conversion of Shares in the Merger

The manner of carrying the Merger into effect, and the manner and basis of converting the shares of the Constituent

Corporations into shares of the Surviving Corporation or into money or other property are as follows:

5.01.Surviving Corporation’s Common Stock. On the Effective Date of the Merger, all of the issued and outstanding shares of common stock of the Surviving Corporation shall remain issued and outstanding.

5.02.Merged Corporation’s Common Stock.  On the Effective Date of the Merger, all of the issued and outstanding shares of common stock of the Merged Corporation shall be automatically, without any action on the part of the holder, cancelled, and the Surviving Corporation shall pay the holders of said cancelled previously issued and outstanding shares of common stock of the Merged Corporation $3.00 cash per cancelled share held on the Effective Date of Merger. Thus, the stockholders of the Surviving Corporation shall after the Effective Date of the Merger be the only stockholders of the Surviving Corporation holding the same number of shares of common stock as they did immediately prior to the Merger.

ARTICLE VI

Effect of the Merger

To the full extent permitted by law (and otherwise upon the Effective Date of Merger), the Surviving Corporation shall be deemed, as of January 1, 1992, to have succeeded to and to

possess and enjoy all the rights, privileges, immunities, powers, and franchises, both of a public and private nature, of the Constituent Corporations, and all property, real, personal and mixed, including patents, trademarks, tradenames, and all debts due to either of the Constituent Corporations on whatever account, for all things in action or all other rights belonging to either of said corporations; and all said property, rights, privileges, immunities, powers and franchises, and all and every other interest shall be thereafter the property of the Surviving Corporation as effectively as they were of the respective Constituent Corporations, and the title of any real estate vested by deed or otherwise in either of said Constituent Corporations shall not revert or be in any way impaired by reason of the Merger (except that all contracts, including but not limited to leases, of real and personal property, between the Constituent Corporations shall be deemed merged and terminated); provided, however, that all rights of creditors and all liens upon any property of either of said Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens prior to the Merger, and all debts, liabilities, and duties of said Constituent Corporations, respectively, shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted in the first instance by the Surviving Corporation.

ARTICLE VII

Accounting Matters

To the full extent permitted by applicable accounting policies and procedures and tax and regulatory laws, rules and regulations, as of January 1, 1992 (and otherwise upon the Effective Date of Merger) the assets and liabilities of the Constituent Corporations shall be taken up on the books of the Surviving Corporation at the amounts at which they were carried at that time on the books of the respective Constituent Corporations.  The surplus of the Surviving Corporation after the Merger, including any surplus arising in the Merger, shall be available to be used for any lawful purposes for which surplus may be used.  Accounting procedures and depreciation schedules and procedures of any Constituent Corporations may be converted to those procedures and schedules selected by the Surviving Corporation.

ARTICLE VIII

Filing of Plan of Merger

Upon adoption and approval of the Plan of Merger by the stockholders of the Constituent Corporations, Articles of Merger shall be executed and delivered to the Secretary of State of the State of Iowa for filing as provided by the Iowa Business Corporation Act.

PAUL D. PATE	IOWA 1995
Secretary of State	ANNUAL REPORT
State of Iowa	for an
	IOWA CORPORATION Required by lowa Code chapter 490

1. Name of the corporation, its registered agent and registered office.

490 DP-098202

REM-ATLANTIC, INC.

C T CORPORATION SYSTEM

2222 GRAND AVE

DES MOINES, IA 50312

(You may change your registered agent/office in the box at right)

2. Address of the Principal Office of the Corporation			CHANGE OF REGISTERED
6921 YORK AVENUE SOUTH			AGENT OR OFFICE
EDINA, MN 55435	PAUL D. PATE		Complete this section if there is a change to the current registered agent and registered office as preprinted in Item one of this report.
	Secretary of State		1. Name of the new registered agent:
	FILED		REM-ATLANTIC, INC.,
	Date:	03/29/95	Rick Jones, Executive Director
Change the address to:	Time:	4:30	(Please print)
	Receipt:	W 73436	/s/ Rick Jones
			(Signature of new registered agent)
			2. The address of the new registered office in Iowa is:
			55 Gleason Ave, Suite 100
3. Stock Authorized and Issued			Street Address (A street address is required. A post office box may be added.)
			Council Bluffs, IA 51503
			(City, State, Zip)

	CLASS	SERIES	AUTHORIZED	ISSUED
1.	Common		2,500	100	3. The signature of a new registered agent constitutes the consent of the new agent to the appointment.
2.
					4. The name of the corporation and the address of the current registered agent and registered office are as stated in item one of this report.
3.
4.
					5. After any change is made, the address of the registered office and the business address of the registered agent will be identical.

4. Does the corporation own agricultural land in Iowa?
		YES, the corporation owns		acres.			NO
			(Number of acres)				XXXX
5. Is the corporation a “family farm corporation?”				YES			NO
							XXXX
6. FILING FEE IS ENCLOSED						$30.00
The officers and directors of the corporation are reported on page 2 and any attached additional sheets.
7. SIGNED: X	/s/ Craig R. Miller V.P.				3/13/95		(612) 925-5067
	Signature/Title				Date		Phone(optional)
Report must be signed by an officer or a person authorized by the board of directors to sign the report.

ARTICLES OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

OF

REM-ATLANTIC, INC.

I, the undersigned, as Secretary of REM-Atlantic, Inc., an Iowa corporation (the “Corporation”), do hereby certify that on the 24 day of May, 2000, the sole shareholder and directors of the Corporation unanimously resolved to amend the Articles of Incorporation in accordance with the following resolutions:

RESOLVED, that Article I of the Articles of Incorporation of the Corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM Atlantic, Inc.

FURTHER RESOLVED, that this amendment to the Articles of Incorporation of the Corporation shall be effective as of the 1^st day of August, 2000.

FURTHER RESOLED, that Craig R. Miller, the Secretary of the Corporation, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution and to cause such Articles of Amendment to be filed with the Secretary of State of the State of Iowa.

I FURTHER CERTIFY that the foregoing amendment has been adopted pursuant to Iowa Code Chapter 490.

IN WITNESS WHEREOF, I have hereunto subscribed my name effective this 24 day of May, 2000.

/s/ Craig R. Miller

Craig R. Miller, Secretary

FILED

IOWA

SECRETARY OF STATE

7-10-2000

9:59 AM

W244004

EX-3.52

Exhibit 3.52

BY-LAWS

OF

REM-ATLANTIC, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Minneapolis, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is c/o CT Corporation System, 2222 Grand Avenue, Des Moines, Iowa 50312. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Iowa as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Iowa be designated by the Board of Directors in the notice of meeting. Any annual or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting.  At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If an annual meeting of shareholders has not been held for a period of eighteen (18) months, one or more shareholders holding not less than three percent (3%) of the voting power of all shares of the corporation entitled to vote may call an annual meeting of shareholders by delivering to the President or Treasurer a written demand for an annual meeting. Within thirty (30) days after the receipt of such written demand by the President or

Treasurer, the Board of Directors shall cause an annual meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof.  Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting power of all shares of the corporation entitled to vote by delivering to the President or, Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of all shares of the corporation entitled to vote at a meeting shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. If the holders of a majority of the voting power of all shares are not represented at a meeting, the shareholders present in person or by proxy shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and. Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The shareholders shall take action by the affirmative vote of the holders of a majority of the voting power of the shares present, in person or represented by proxy, and entitled to vote, except where a different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action.  Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 7 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Iowa, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in

writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum.  Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be. If the action does not require shareholder approval, such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected annually by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors or other person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise

the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board. of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State, of Iowa, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by

a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or, class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

The undersigned, Secretary of REM-ATLANTIC, Inc., an Iowa corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 19 day of December, 1984.

/s/ Thomas E. Miller

Secretary

EX-3.53

Exhibit 3.53

ARTICLES OF INCORPORATION

OF

HUMBOLDT AVENUE PROPERTIES, INC.

We, the undersigned, for the purpose of forming a corporation under the Minnesota Business Corporation Act, do hereby associate ourselves as a body corporate and do hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be HUMBOLDT AVENUE PROPERTIES, INC.

ARTICLE II

This corporation has been formed for general business purposes.

ARTICLE III

The corporation shall have all of the powers granted or available under the laws of the State of Minnesota and laws amendatory thereof and supplementary thereto, including but not limited to the following:

1.The power to acquire, own, pledge, dispose of and deal in shares of capital stock, rights, bonds, debentures, notes, trust receipts and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations (including this corporation), associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government or

by any state, territory, province, municipality or other political subdivision or by any governmental agency, domestic or foreign, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

2.The power to aid in any manner any corporation, association, firm or individual, any of whose securities, evidences of indebtedness, obligations or stock are held by the corporation directly or indirectly, or in which, or in the welfare of which, the corporation shall have any interest, and to guarantee securities, evidences of indebtedness and obligations of other persons, firms, associations and corporations.

3.The power to carry out all or any part of the purposes of this corporation as principal or agent, or in conjunction, or as a partner or member of a partnership, syndicate or joint venture or otherwise, and in any part of the world to the same extent and as fully as natural persons might or could do.

ARTICLE IV

The duration of this corporation shall be perpetual.

ARTICLE V

The location and post office address of this corporation’s registered office in this state shall be 6921 York Avenue South, Edina, Minnesota 55435.

2

ARTICLE VI

The minimum amount of stated capital with which this corporation will begin business shall be not less than One Thousand Dollars ($1,000.00).

ARTICLE VII

The total authorized capital stock of this corporation shall consist of 2,500 shares of common stock having a par value of $10.00 per share.  All shares of stock of this corporation may be issued as full or fractional shares.  Each outstanding fractional share shall have the rights which are provided in these Articles of Incorporation, the By-Laws of this corporation and the laws of the State of Minnesota to which a full share of such stock is entitled, but in the proportion which such fractional share bears to a full share of such stock.

All shares of common stock shall be equal in every respect. At all meetings of the shareholders, each shareholder of record entitled to vote thereat shall be entitled to one vote for each share (and a fractional vote for and equal to each fractional share) of stock standing in his name and entitled to vote at such meetings.  Shareholders shall have no rights of cumulative voting. Shareholders shall not be entitled as a matter of right, preemptive or otherwise, to subscribe or apply for or purchase or receive any part of any unissued stock or other securities of this corporation, or of any stock or other securities issued and thereafter acquired by this corporation.

3

ARTICLE VIII

The names and post office addresses of the incorporators of this corporation are as follows:

Richard A. Hackett	300 Roanoke Building
	Minneapolis, MN 55402
Nancy G. Barber Walden	300 Roanoke Building
	Minneapolis, MN 55402
Jane T. Willette	300 Roanoke Building
	Minneapolis, MN 55402

ARTICLE IX

The management of this corporation shall be vested in a Board of Directors.  The Board of Directors of this corporation shall consist of five (5) directors orsuch other greater or lesser number of directors as may be permitted by law and as shall be provided in the By-Laws of this corporation or as determined by the shareholders at each annual meeting or any special meeting of the shareholders called for that purpose.  The names and post office addresses of the first Board of Directors of this corporation are as follows:

Robert E. Miller	6921 York Avenue South
	Edina, MN 55433
Vergene M. Miller	6921 York Avenue South
	Edina, MN 55433
Thomas E. Miller	6921 York Avenue South
	Edina, MN 55433
Craig R. Miller	6921 York Avenue South
	Edina, MN 55433
Douglas V. Miller	6921 York Avenue South
	Edina, MN 55433

4

Each such director shall serve until the first annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office.

ARTICLE X

The authority to make and alter the By-Laws of this corporation is hereby vested in the Board of Directors ofthis corporation to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to repeal or alter suchBy-Laws.

Authority is hereby conferred upon and vested in the Board of Directors of this corporation to accept or reject subscriptions for shares of its capital stock, whether such subscriptions be made before or after its incorporation.  The Board of Directors shall have the authority to issue shares of stock and securities of the corporation to the full amount authorized by these Articles of Incorporation, and shall have the authority to grant and issue rights to convert securities of the corporation into shares of stock of the corporation, options to purchase shares or securities convertible into shares, warrants, and other such rights or options, and to fix the terms, provisions and conditions of such rights, options and warrants, including the option price or prices at which shares may be purchased or subscribed for and the conversion basis or bases of such rights, options and warrants.

5

ARTICLE XI

The shareholders of this corporation may, by a majority vote of all shares issued, outstanding and entitled to vote:

1.Authorize the Board of Directors to sell, lease, exchange or otherwise dispose of all, or substantially all, of its property and assets, including its good will, upon such terms and conditions and for such considerations, which may be money, shares, bonds, or other instruments for the payment of money or other property, as the Board of Directors deems expedient and in the best interests of the corporation;

2.Amend the Articles of Incorporation of this corporation for any reason or lawful purpose; and in the event that any such amendment adversely affects the rights of holders of shares of different classes, the affirmative vote of a majority of each such class shall be sufficient to adopt the amendment; and

3.Adopt and approve an agreement of merger or consolidation presented to them by the Board of Directors.

IN TESTIMONY WHEREOF, we have hereunto set our hands this 24th day of August, 1981.

/s/ Richard A. Hackett

Richard A. Hackett

/s/ Nancy G. Barber Walden

Nancy G. Barber Walden

/s/ Jane T. Willette

Jane T. Willette

6

STATE OF MINNESOTA	)
	)	ss.
COUNTY OF HENNEPIN	)

On this 24th day of August, 1981, before me a Notary Public within and for said County, personally appeared RICHARD A. HACKETT, NANCY G. BARBER WALDEN, and JANE T. WILLETTE, to me known to be the persons named in and who executed the foregoing Articles of Incorporation, and who acknowledged that they executed the same as their free act and deed.

/s/ Cheryl F. Devaal
Notary Public, Hennepin County, Minn.
My Commission Expires:
[SEAL]	CHERYL F. DEVAAL
	NOTARY PUBLIC – MINNESOTA
	HENNEPIN COUNTY
	My Commission Expires Mar. 18, 1982
[SEAL]

7

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

HUMBOLDT AVENUE PROPERTIES, INC.

We, the undersigned, Robert E. Miller, as President and Craig R. Miller, as Secretary of Humboldt Avenue Properties, Inc., a corporation organized and existing under the laws of the State of Minnesota, do hereby certify that by written resolution of the shareholders dated [ILLEGIBLE], it was unanimously resolved by such shareholders that the Articles of Incorporation of the corporation be amended in accordance with the following resolution:

RESOLVED, That the name of the corporation as stated in the Articles of Incorporation of this corporation be, and the same hereby is, changed, and the name of this corporation shall be DULUTH PROPERTIES, INC.

FURTHER RESOLVED, That the President and Secretary of this corporation be, and they hereby are, authorized and directed to make, execute and acknowledge a Certificate of Amendment embracing the foregoing resolution and to cause such Certificate of Amendment to be filed and recorded in the manner required by law.

IN WITNESS WHEREOF, We have hereunto subscribed our names as officers of the corporation pursuant to the foregoing resolution this [ILLEGIBLE] day of [ILLEGIBLE], 1982.

/s/ Robert E. Miller

Robert E. Miller

/s/ Craig R. Miller

Craig R. Miller

STATE OF MINNESOTA	)
	)	ss.	ACKNOWLEDGEMENT
COUNTY OF HENNEPIN	)

On this [ILLEGIBLE] day of June, 1982, before me, a Notary Public within and for said County, personally appeared Robert E. Miller and Craig R. Miller, to me known to be the persons who executed the foregoing Certificate of Amendment of Articles of Incorporation, who, being be me each duly sworn, did say, the said Robert E. Miller, that heis the President, and the said Craig R. Miller, that he is the Secretary of Humboldt Avenue Properties, Inc., the corporation named in the foregoing Certificate of Amendment; and declared that they executed said Certificate of Amendment as the President and Secretary of said corporation by authority of the shareholders of the corporation, and acknowledged that they executed the foregoing Certificate of Amendment as their free act and deed as the free act and deed of said corporation.

	/s/ Melvin R. Mooty
	Notary Public
	[SEAL]	MELVIN R. MOOTY
		NOTARY PUBLIC - MINNESOTA
		HENNEPIN COUNTY
		My Commission Expires Nov. 19, 1986
[SEAL]

ARTICLES OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

OF

DULUTH PROPERTIES, INC.

The undersigned, Robert E. Miller, President and Craig R. Miller, Secretary of Duluth Properties, Inc., a Minnesota corporation, pursuant to Minnesota Statutes Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on July 24, 1985:

RESOLVED, That Article I of the Articles of Incorporation of this corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM-GRANT, INC.

		/s/ Robert E. Miller
		Robert E. Miller, President
[SEAL]	LISA ELLIS
	NOTARY PUBLIC - MINNESOTA
	HENNEPIN COUNTY	/s/ Craig R. Miller
	My commission expires 10/14/90	Craig R. Miller, Secretary
Subscribed and sworn to before me
this 24 day of July, 1985.			[SEAL]
/s/ Lisa Ellis

					State of Minnesota				See instructions at bottom
					Office of the Secretary of State				of page for completing
									this form.
	[SEAL]
					CERTIFICATE OF RIGHT OR CONSENT TO
					THE USE OF AN ASSUMED NAME OR CORPORATE NAME
Desired Corporate or Assumed Name
REM–Grand, Inc.
My use of the above assumed name or corporate name has been denied by the Secretary of State because of the existence of the following name which has been deemed to be the same or deceptively similar.
Conflicting Name
REM–Grant, Inc.
I certify that I have the right to the use of that assumed name or corporate name because I have: (“ý” one)
ý		Received the attached signed consent of all corporations, partnerships and single proprietorships operating under the same or deceptively similar name.
		Received the attached certified copy of a final decree of a court of this state establishing my prior right to the use of this name.
		Fulfilled the requirements of Minnesota Statutes 302A. 115, Subd. 1 (d) (1)
		NOTE: In order to use this procedure, “ý” the large box and all four smaller boxes.)
		The corporation partnership or single proprietorship has not filed any documents with the Office of the Secretary of State in the previous three year period;
		My written notice sent to them by certified mail has been returned as undeliverable;
		After diligent inquiry, I have been unable to find any telephone listing in the county of the registered office; and
		I have no knowledge that they are currently engaged in business in this state.
I swear that the foregoing is true and accurate and that I have the authority to sign this document on behalf of the corporation or other person or unincorporated association requesting the use of the above mentioned name.
Signed:								/s/ Thomas E. Miller
Position:								Vice President
STATE OF MINNESOTA
						ss
County of			Hennepin
The foregoing instrument was acknowledged before me this 15 day January, 1986.
Notarial				[SEAL]			[SEAL]	/s/ Kelly Anderson
Seal								[ILLEGIBLE]		OVER

INSTRUCTIONS	FOR USE BY SECRETARY OF STATE
1. Complete one form for each conflicting name.
2. Type or print with dark black ink.
3. Filing Fee: $15.00
4. Make check for the filing fee payable to the Secretary of State.
5. Mail or bring completed form to:
Secretary of State
Corporation Division
180 State Office Building
St. Paul, MN 55155
(612) 296-2803

CONSENT TO THE USE OF AN ASSUMED NAME OR CORPORATE NAME

(Assumed Name or Corporate Name)

REM Grant, Inc.

, a

ý

corporation,

o

partnership,

o

limited partnership,

o

sole proprietorship,

o

natural person residing in

county

o

other

herby consents to the use of the name

REM-Grand, Inc.

(Insert desired name)

by

REM-Blaisdell, Inc., now REM-Grand, Inc. by change of corporate name

located at: (street address)

6921 York Avenue South

,

(county)

Hennepin

,

(city, state, zip)

Edina, Minnesota 55435

,

ý unconditionally

o with the following conditions:

I swear that the foregoing is true and accurate and that I have the authority to consent to the use of this name on

behalf of

REM-Grant, Inc.

.

Signed:

/s/ Thomas E. Miller

Position:

Vice President

STATE OF MINNESOTA

ss

County of

Hennepin

The foregoing instrument was acknowledged before me this 15 day of January, 1986.

(Notarial Seal)

[SEAL]

[SEAL]

/s/ Kelly Anderson

(Notary Public)

NOTE: Conditions must be privately enforced.

[SEAL]

ARTICLES OF AMENDMENT

OF THE ARTICLES OF INCORPORATION OF

REM-GRANT, INC.

The undersigned, Robert E. Miller, President and Craig R. Miller, Secretary of REM-Grant, Inc., a Minnesota corporation, pursuant to Minnesota Statutes Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on August 13, 1987.

RESOLVED, That the Articles of Incorporation of this corporation be amended by the addition thereto of the following Article XII:

ARTICLE XII

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability under Sections 302A.559 or 80A.23 of the Minnesota Statutes, (iv) liability for any transaction from which the director derived an improper personal benefit, or (v) liability for any act or omission occurring prior to the date when this Article becomes effective. If Chapter 302A, the Minnesota Business Corporation Act, hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

		/s/ Robert E. Miller
		Robert E. Miller, President
		/s/ Craig R. Miller
		Craig R. Miller, Secretary
Subscribed and sworn to before me this 13 day of August, 1987
	[SEAL]
/s/ Lisa Ellis

ARTICLES OF AMENDMENT

OF THE ARTICLES OF INCORPORATION OF

REM-GRANT, INC.

The undersigned, Thomas E. Miller, President and Craig R. Miller, Secretary of REM-Grant, Inc., a Minnesota corporation, pursuant to Minnesota Statutes Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by written action of the sole shareholder of the corporation on December 4, 1987.

RESOLVED, That Article I of the Articles of Incorporation of this corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM-Stearns, Inc.

	/s/ Thomas E. Miller
	Thomas E. Miller, President
	/s/ Craig R. Miller
	Craig R. Miller, Secretary
Subscribed and sworn to before me this 4 day of December, 1987.
/s/ Tina M. Chapman		STATE OF MINNESOTA
		DEPARTMENT OF STATE
		FILED
[SEAL]		DEC 21 1987
		/s/ Joan Anderson Growe
		Secretary of State

ARTICLES OF MERGER

OF

REM-FERNWOOD, INC.

AND

REM-ST. CLOUD, INC.

WITH AND INTO

REM-STEARNS, INC.

(to be known as REM CENTRAL LAKES, INC., after the merger)

Pursuant to the provisions of the Minnesota Business Corporation Act, the following Articles of Merger are executed on the date hereinafter set forth:

First: REM-Stearns, Inc., REM-Fernwood, Inc., and REM-St. Cloud, Inc., are each business corporations organized and existing under the laws of the State of Minnesota and are subject to the provisions of the Minnesota Business Corporation Law.

Second: REM-Stearns, Inc., has issued and outstanding one hundred (100) shares of common stock. REM-Fernwood, Inc., has issued and outstanding one hundred (100) shares of common stock. REM-St. Cloud, Inc., has issued and outstanding one hundred (100) shares of common stock

Third: Annexed hereto as Exhibit A is a copy of the Agreement and Plan of Merger adopted by the boards of directors and shareholders of REM-Stearns, Inc., REM-Fernwood, Inc., and REM-St. Cloud, Inc., in compliance with Minnesota Statutes Section 302A.613.

Fourth: The effective date of the Merger provided for in the Agreement and Plan of Merger shall be January 1, 2000, at 12:01 a.m.

Executed at Minneapolis, Minnesota, on December 22, 1999.

REM-STEARNS, INC.
By	/s/ Thomas E. Miller
	Thomas E. Miller Its President

REM-FERNWOOD, INC.
By	/s/ Thomas E. Miller
	Thomas E. Miller Its President
REM-ST. CLOUD, INC.
By	/s/ Thomas E. Miller
	Thomas E. Miller Its President

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

FOR THE MERGER

OF

REM-FERNWOOD, INC.

AND

REM-ST. CLOUD, INC.

WITH AND INTO

REM-STEARNS, INC.

AGREEMENT AND PLAN OF MERGER, (the “Plan”), dated December 16, 1999, for the merger of REM-Fernwood, Inc., a Minnesota corporation (“REM-Fernwood”), and REM-St. Cloud, Inc., a Minnesota corporation (“REM-St. Cloud”) (hereinafter collectively referred to as the “Merged Corporations”), with and into REM-Stearns, Inc., a Minnesota corporation (which by reason of the merger will become REM Central Lakes, Inc., a Minnesota corporation) (the “Surviving Corporation”). (The Merged and Surviving Corporations may be collectively referred to as “Constituent Corporations”).

RECITALS

WHEREAS, the Constituent Corporations are corporations duly organized and existing under the laws of the State of Minnesota; and

WHEREAS, The Constituent Corporations desire to merge, subject to the conditions set forth herein.

NOW, THEREFORE, subject to the conditions set forth herein, the Constituent Corporations shall be merged into a single corporation, REM-Stearns, Inc., a Minnesota corporation and one of the Constituent Corporations, which shall continue its corporate existence and be the corporation surviving the merger. The terms and conditions of this merger (the “Merger”) and the manner of carrying the same into effect, are as follows:

ARTICLE I

Effective Date of the Merger

The Effective Date of the Merger shall be January 1, 2000, at 12:01 a.m. Upon the Effective Date of the Merger, the separate existences of the Merged Corporations shall cease and the Merged Corporations shall be merged into the Surviving Corporation.

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ARTICLE II

Articles of Incorporation;
Authorized Shares

As a consequence of the Merger, the Articles of Incorporation of the Surviving Corporation, shall be amended and restated in their entirety to read as annexed hereto as Schedule A, which shall be the Articles of Incorporation of the Surviving Corporation subsequent to the Merger until otherwise amended or repealed.

ARTICLE III

Bylaws; Registered Office

As a consequence of the Merger, the Bylaws of the Surviving Corporation, as amended to date, shall be the Bylaws of the Surviving Corporation after the Merger. The registered office of the Surviving Corporation as of the Effective Date of the Merger shall be the registered office of the Surviving Corporation after the Merger, to-wit: 6921 York Avenue South, Edina, Minnesota 55435.

ARTICLE IV

Directors and Officers

The directors and officers of the Surviving Corporation in office immediately prior to the Effective Date shall remain the directors and officers of the Surviving Corporation at and after the Effective Date of the Merger until their respective successors shall have been duly elected and qualified. The directors and officers of the Merged Corporation holding office on the Effective Date shall be deemed to have resigned effective as of the Effective Date.

ARTICLE V

Conversion of Shares in the Merger

The manner of carrying the Merger into effect, and the manner and basis of converting shares of the Constituent Corporations into shares of the Surviving Corporation shall be as set forth in Schedule B annexed hereto.

ARTICLE VI

Effect of the Merger

At the Effective Date of the Merger, the Surviving Corporation shall succeed to, without other transfer, act or deed of any person, and shall possess and enjoy, all the rights, privileges, immunities, powers and franchises, both of a public and private nature, of the Constituent

2

Corporations, and all property, real, personal, and mixed, including patents, trademarks, tradenames, and all debts due to either of the Constituent Corporations on whatever account, for stock subscriptions as well as for all other things in action or all other rights belonging to either of said corporations; and all said property, rights, privileges, immunities, powers and franchises, and all and every other interest shall be thereafter the property of the Surviving Corporation as effectively as they were of the respective Constituent Corporations, and the title of any real estate vested by deed or otherwise in either of said Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that all rights of creditors and all liens upon any property of either of said Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens prior to the Effective Date of the Merger, and all debts, liabilities, and duties of said Constituent Corporations, respectively, shall thenceforth attach to the Surviving Corporation and shall be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted in the first instance by the Surviving Corporation.

ARTICLE VII

Accounting Matters

The assets and liabilities of the Constituent Corporations as of the Effective Date of the Merger shall be taken up on the books of the Surviving Corporation at the amounts at which they were carried at that time on the books of the respective Constituent Corporations. The surplus of the Surviving Corporation after the Merger, including any surplus arising in the Merger, shall be available to be used for any lawful purposes for which surplus may be used. Accounting procedures and depreciation schedules and procedures of any Constituent Corporation may be converted to those procedures and schedules selected by the Surviving Corporation.

ARTICLE VIII

Filing of Plan of Merger

After the Plan of Merger has been adopted and approved by the Boards of Directors and shareholders of the Constituent Corporations in accordance with Section 302A.613 of the Minnesota Business Corporation Act, Articles of Merger shall be executed and delivered to the Secretary of State of the State of Minnesota for filing as provided by the Minnesota Business Corporation Act. The Constituent Corporations shall also cause to be performed all necessary acts within the State of Minnesota and elsewhere to effectuate the Merger.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

REM-STEARNS, INC. a Minnesota corporation (the Surviving Corporation)
By	/s/ Thomas E. Miller
	Thomas E. Miller Its President
By	/s/ Craig R. Miller
	Craig R. Miller Its Secretary
REM-FERNWOOD, INC. a Minnesota corporation (a Merged Corporation)
By	/s/ Thomas E. Miller
	Thomas E. Miller Its President
By	/s/ Craig R. Miller
	Craig R. Miller Its Secretary
REM-ST. CLOUD, INC. a Minnesota corporation (a Merged Corporation)
By	/s/ Thomas E. Miller
	Thomas E. Miller Its President
By	/s/ Craig R. Miller
	Craig R. Miller Its Secretary

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SCHEDULE A

5

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

REM CENTRAL LAKES, INC.

(formerly known as REM-STEARNS, INC.)

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

REM CENTRAL LAKES, INC.

ARTICLE I

Name

The name of this corporation shall be REM Central Lakes, Inc.

ARTICLE II

Registered Office

The location and post office address of this corporation’s registered office in this state shall be 6921 York Avenue South, Edina, Minnesota 55435.

ARTICLE III

Authorized Capital

The total authorized number of shares of this corporation is Two Hundred Thousand (200,000) shares, all of which shall be shares of common stock of the par value of one cent ($0.01) per share. All shares of stock shall be equal in every respect. At all meetings of the shareholders, each shareholder of record entitled to vote thereat shall be entitled to one vote for each share (and a fractional vote for and equal to each fractional share) of stock standing in his or her name and entitled to vote at such meetings. Each outstanding fractional share shall have the rights provided in these Articles of Incorporation, the Bylaws of this corporation, and the laws of the State of Minnesota to which a full share of such stock is entitled, but in proportion which such fractional share bears to a full share of such stock.

ARTICLE IV

Cumulative Voting Prohibition

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Preemptive Rights Prohibition

Shareholders shall have no rights, preemptive or otherwise, under Minnesota Statutes Section 302A.413 (or similar provisions of future law) to acquire or purchase any part of any unissued stock or other securities of this corporation, or of any stock or other securities issued

and thereafter acquired by this corporation, before the corporation may offer them to other persons.

ARTICLE VI

Limitation of Director Liability

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Minnesota Statutes Section 302A.559 or on the sale of unregistered securities or securities fraud under Minnesota Statutes Section 80A.23; or (iv) liability for any transaction from which the director derived an improper personal benefit. If Minnesota Statutes Chapter 302A hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by Minnesota Statutes Chapter 302A, as amended. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VII

Director Action by Written Consent

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need to be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors are present.

SCHEDULE B

Conversion of Shares in the Merger

1.Stock of Surviving Corporation. At the Effective Date of the Merger, subject to Section 3 below, all shares of common stock of the Surviving Corporation issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 30.2014 shares of the common stock of the Surviving Corporation, par value $.01 per share.

2.Stock of Merged Corporation. At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Fernwood issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 38.4883 shares of the common stock of the Surviving Corporation, par value $.01 per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-St. Cloud issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 30.5405 shares of the common stock of the Surviving Corporation, par value $.01 per share.

3.Fractional Shares. Notwithstanding the provisions of Sections 1 and 2 above, the aggregate number of shares of the common stock of the Surviving Corporation issuable to a shareholder by reason of Sections 1 and 2 shall be reduced to the nearest whole number of shares, with no fractional shares being issued. The fractional shares shall be abated in proportion to the aggregate number of shares otherwise issuable to each shareholder prior to such rounding. In lieu of fractional shares that cannot be abated proportionally as described above, the Surviving Corporation shall pay cash to such shareholder at a rate of $162.72 per share.

STATE OF MINNESOTA

FILED

DEC 22 1999

/s/ Mary Kiffmeyer

Secretary of State

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EX-3.54

Exhibit 3.54

BY-LAWS

OF

HUMBOLDT AVENUE PROPERTIES, INC.

ARTICLE I

Offices

Section 1. Principal Office. The principal office of the corporation shall be in the City of Edina, Minnesota.

Section 2. Registered Office. The address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota 55435. The registered office need not be identical with the principal office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such other places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal office in Edina, Minnesota, unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the written notice of meeting.

Section 2. Annual Meeting. The annual meeting of the shareholders of this corporation shall be held on the first Monday in October of each year or on such other date during the calendar year as may be designated by the Board of Directors in the written notice of meeting which written notice of meeting shall designate the time of meeting and the place of meeting if other than the corporation’s principal office. At the annual meeting the shareholders shall elect a Board of Directors and transact such other business as may be properly brought before the meeting. If an annual meeting is not held during any calendar year, or if the directors are not elected thereat, the directors may be elected at a special meeting of the shareholders called for that purpose which special meeting shall be called upon the demand of any shareholder entitled to vote, which demand for and call of said special meeting shall be in accordance with the provisions of Section 3 of this Article relating to demands for call of a special meeting of shareholders.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the President and, in his absence, by the Vice-President, or by the Board of Directors or any two or more members thereof, or in the manner hereinafter provided by one or more shareholders holding not less than one-tenth of the voting power of the shareholders. Upon request, in writing by registered mail or delivered in person to the President, Vice President or Secretary, by any person or persons entitled to call a meeting of shareholders, it shall be the duty of such officer forthwith to cause notice to be given to the shareholders entitled to vote, of a meeting to be held at such time as such officer shall fix, not less than ten (10) nor more than sixty (60) days after the receipt of such request. The officer shall not fix a date which unduly delays the meeting or shall have the effect of defeating the purpose of the meeting. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting.

Section 4. Notice of Meetings. Written notice of the annual meeting stating the time and place thereof shall be given to each shareholder of record entitled to vote at such meeting at least ten (10) days prior to the date of such annual meeting. Written notice of all special meetings of shareholders stating the time, place and purposes thereof shall also be given to each shareholder of record entitled to vote at such meeting at least five (5) days before the date fixed for such meeting. All notices of meeting shall be mailed to each shareholder at his address as it appears on the stock transfer books of the corporation and shall be deemed delivered when deposited in the United States mail, with postage thereon prepaid. Notices given by telegram shall be deemed to be delivered when the telegram is delivered to the telegraph company properly addressed and prepaid. Any shareholder may waive notice of any meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. Any business may be transacted at the meeting held pursuant to the adjournment and at which a quorum shall be present or represented, which might have been transacted at the adjourned meeting. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital

stock held by such shareholder, but no proxy shall be entitled to vote after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Every proxy shall be in writing (which shall include telegraphing, cabling or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the time of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. When a quorum is present at any meeting, the vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation or these By-Laws a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 8. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders of record entitled to vote as of the date of such resolution.

ARTICLE III

Directors

Section 1. General Powers. The business and the property of the corporation shall be managed and controlled by its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of the Articles of Incorporation, these By-Laws and all applicable law.

Section 2. Number, Tenure and Qualification. The number of directors (not less than three (3)) which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders subject to increase by resolution of the Board of Directors. In the absence of a resolution fixing the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at the annual meeting of shareholders, except as provided in Section 7 of this Article, and shall hold office until the next annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office. Directors need not be shareholders.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. Other regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 4. Special meetings. Special meetings of the Board of Directors may be called by or at the request of the President, or in his absence, by the Vice-President, or shall be called by the Secretary on the written request of any two (2) directors. The person or persons authorized to call special meetings may fix the time and place, either within or without the State of Minnesota, for any such special meeting.

Section 5. Notice of Meetings. Ten (10) days’ written notice of the annual meeting of directors and of all regular meetings of directors shall be given to all directors. Such notices shall be deemed delivered when deposited in the United States mail properly addressed, with postage thereon prepaid.

Two (2) days’ written notice of all special meetings of the Board of Directors shall be given to each director. In the event that notice is given by mail, such notice shall be mailed at least four (4) days prior to the special meeting and shall be deemed delivered when deposited in the United States mail properly addressed, with postage thereon prepaid.

Notice given by telegram shall be deemed to be delivered when the telegram is delivered to the telegraph company properly addressed and prepaid.

Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless his attendance is for the express purpose of objecting to the transaction of business on grounds that the meeting is not lawfully called or convened.

Section 6. Quorum and Voting. A majority of the directors then in office shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as to any question upon which any different or greater vote is required by the Articles of Incorporation, these By-Laws or Minnesota statutes.

Section 7. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office even though said remaining directors may be less than a quorum; any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a two-thirds vote of the directors serving at the time of such increase; or said vacancy or newly created directorship may be filled by resolution of the shareholders at any annual meeting or at any special meeting called for that purpose. Unless a prior vacancy occurs by reason of his death, resignation or removal from office, any director so elected shall hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified.

Section 8. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting a successor or successors may be elected by the vote of the holders of the majority of the shares having voting power present in person or represented by proxy, or if any such vacancy is not so filled, it may be filled by the directors as provided in Section 7 of this Article.

Section 9. Executive Committee. The Board of Directors may, by unanimous resolution of all directors then in office, appoint an Executive Committee of three or more directors to meet and act on behalf of the Board of Directors between meetings of the Board. The Executive Committee shall advise and aid the officers of the corporation in all matters concerning the management of its business, and between meetings of directors the Executive Committee shall possess and may exercise all the powers of the Board of Directors with reference to the conduct of the business of the corporation, except the power to fill vacancies in their own membership, which vacancies shall be filled by the Board of Directors. The Executive Committee shall meet at stated times or on notice to all members. It shall fix its own rules of procedure. A majority of the committee shall constitute a quorum but the affirmative vote of a majority of the whole committee shall be necessary on every item of business. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 10. Other Committees. The Board of Directors may appoint such other committees and delegate to such committees such powers and responsibilities as it may from time to time deem appropriate.

Section 11. Action in Writing. Any action which might be taken at a meeting of the Board of Directors or of a lawfully constituted executive committee thereof may be taken without a meeting if such action is taken in writing and signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 12. Meeting by Means of Conference Telephone.  Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall include a President, one or more Vice-Presidents, a Secretary and a Treasurer. The Board of Directors may also appoint such other officers and assistant

officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties and compensation of all officers. Officers may, but need not, be directors of the corporation.

Section 2. Election and Term of Office. Officers shall be elected at each annual meeting of the Board of Directors and shall hold office at the pleasure of the Board. An officer shall hold office until his successor shall have been duly elected unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors may be removed with or without cause at any time by the vote of a majority of the Board of Directors. Any vacancy in any office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice-Presidents. The Vice-President, or Vice-Presidents in case there are more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President or in the event there be more than one Vice-President, the Vice-Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election, shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and record all votes and the minutes of all proceedings of the Board of Directors and of the shareholders in a book to be kept for that purpose. He shall keep the stock books of the corporation and shall have the custody of its corporate seal and attest the same when properly authorized to do so. He shall give or cause to be given notice of all meetings of the shareholders and of special meetings of the Board of Directors, and shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate account of all receipts and disbursements in books belonging to the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office for the term established by the Board of Directors and shall have such powers, perform such duties and be responsible to such other officer as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates of Stock

Section 1. Certificates. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors.  Such certificates shall be signed by the President or a Vice-President and by the secretary or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice-President, Secretary or Assistant Secretary may be a facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates, shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. The seal of the corporation or a facsimile thereof may, but need not, be affixed to certificates of stock. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder, of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all

purposes.

ARTICLE VI

Contracts, Loans, Checks and Deposits

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VII

Indemnification

Section 1. Indemnification. The corporation acting through its Board of Directors, or as otherwise provided in this By-Law, shall as fully as may be permitted from time to time by the statutes and decisional law of the State of Minnesota or by any other applicable rules or principles of law indemnify each officer of the corporation against the expense of any action to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was an officer of the corporation. Any provision in these By-Laws which would prevent the indemnification of an officer to the full extent permitted by law as it may from time to time be expanded by statute, decision of court or otherwise, shall be deemed amended to conform to such expanded right of indemnification without formal action by the Board of Directors or shareholders.

Section 2. Definitions. As used in this By-Law: (i) The term “officer” means any person who is, was or may hereafter be a director, officer, employee or agent of this corporation or, at the request of this corporation, of any other corporation or of any partnership, joint venture, trust or other enterprise and the rights of indemnification under this By-Law shall inure to the benefit of the heirs, executors and administrators of any of such persons, (ii) the term “action” means any threatened, pending or completed action,

suit or proceeding, wherever brought, whether civil, criminal, administrative or investigative including those by or in the right of the corporation and whether or not involving an act or omission of an officer in his capacity as such and whether or not he is an officer at the time of such action, and (iii) the term “expenses of any action” shall include attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with an action.

Section 3. Standard of Conduct. An officer shall be indemnified with respect to any action (other than an action by or in the right of the corporation to procure a judgment in its favor) 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 if it is a criminal action, he had no reasonable cause to believe his conduct was unlawful. If the action be one by or in the right of the corporation to procure a judgment in its favor, then in addition to the requirements of the preceding sentence, an officer shall be indemnified only if he is not adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation or if he is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, then he shall be indemnified only to the extent that the court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. If he is successful on the merits or otherwise in defense of any action, an officer shall be indemnified for expenses actually and reasonably incurred by him in connection with such action. In all other cases (other than an action in which the officer is successful on the merits or otherwise in defense of such action or in an action by or in the right of the corporation to procure a judgment in its favor where the officer has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation), an officer shall be indemnified, unless ordered by a court, only as authorized in the specific case upon a determination that indemnification of the officer is proper in the circumstances because he has met the applicable standard of conduct set forth above. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. The determination may be made that he is entitled to indemnification as to some matters even though not so entitled as to others. The termination of any action by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the officer did not act in a manner entitling him to indemnification under this By-Law.

Section 4. Determination of Conduct. Except where an officer is successful on the merits or otherwise in the defense of an action and except where a court determination is required by law for indemnification in an action by or in the right of the corporation in which an officer has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, an officer shall first seek a determination that he met the applicable standard of conduct set forth above from the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action,

or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders, it being the belief of this corporation that the best judges of an officer’s conduct are those familiar with the business activities of the corporation. In the event that it is determined that the officer partially or completely failed to meet the applicable standard of conduct, or if no determination is reached within a reasonable time, the officer may apply to the District Court of the State of Minnesota for a determination of his right to indemnification and the result of any prior determination of that right by disinterested directors or by independent legal counsel or by the shareholders shall not be entered into evidence or considered by the court in its independent determination.

Section 5. Expenses Advance. Expenses incurred in defending an action may be paid by the corporation in advance of the final disposition of such action as authorized in the manner provided in Section 3 of this ARTICLE VII upon receipt of an undertaking by or on behalf of the officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized by law.

Section 6. Nonexclusivity. The indemnification provided by this By-Law shall not exclude any other right to which an officer may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall not imply that the corporation may not provide lawful indemnification not expressly provided for in this By-Law.

Section 7. Insurance. The corporation may purchase and maintain insurance on behalf of any officer against any liability asserted against him and incurred by him in any such capacity to the full extent as may from time to time be permitted by law.

Section 8. Notice to Shareholders. If an officer is indemnified by the corporation other than by court order or action by the shareholders, the corporation shall, not later than the next annual meeting of shareholders unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the officers paid, the amount paid, and the nature and status of the litigation or threatened litigation at the time of such payment.

ARTICLE VIII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their

absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

Section 4. Seal. The corporate seal of this corporation shall have engraved thereon the name of the corporation and the words “Minnesota” and “Corporate Seal”.

Section 5. Amendments. Except as limited by the Articles of Incorporation of this corporation, these By-Laws may be altered or amended by the Board of Directors at any regular or special meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

We, the undersigned, President and Secretary respectively of HUMBOLDT AVENUE PROPERTIES, INC., a Minnesota corporation, do hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 29 day of October, 1981.

/s/ Robert E. Miller

President of HUMBOLDT AVENUE PROPERTIES INC.

/s/ Craig R. Miller

Secretary of HUMBOLDT AVENUE PROPERTIES INC.

EX-3.55

Exhibit 3.55

MAIL TO:

Colorado Secretary of State

Corporations Office

1560 Broadway, Suite 200

Denver, Co 80202

(303) 866-2361

ARTICLES OF INCORPORATION

I/We the undersigned natural person(s) of the age of eighteen years or more, acting as incorporator(s) of a corporation under the Colorado Corporation Code, adopt the following Articles of incorporation for such corporation:

FIRST: The name of the corporation is REM Services of Colorado, Inc.

SECOND: The period of duration if other than perpetual:

THIRD: The purpose or purposes for which the corporation is organized if other than Any Legal and Lawful Purpose Pursuant to the Colorado Corporation Code.

FOURTH: The aggregate number of shares which the corporation shall have the authority to issue is 1,000,000 voting [ILLEGIBLE] common shares **

[ILLEGIBLE]

FIFTH: Cumulative voting shares of stock is not authorized.

[ILLEGIBLE]

SIXTH: Provisions limiting or denying to shareholders the preemptive right to acquire additional or treasury shares of the corporation, if any, are: Shareholders shall have no rights, preemptive *

SEVENTH: The address of the initial registered office of the corporation is 1700 Broadway, Denver, Colorado 80290

[ILLEGIBLE]

and the name of its initial registered agent at such address is THE CORPORATION COMPANY

EIGHTH: Address of the place of business: 6921 York Avenue South, Edina, Minnesota 55435

[ILLEGIBLE]

NINTH: The number of directors constituting the initial board of directors of the corporation is three (3) and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

The number of directors of a corporation shall be not less than three; except that there [ILLEGIBLE] only as many directors as there are, or initially will be, shareholders in the event that the outstanding shares are, or initially will be, held of record by fewer than three shareholders.

NAME		ADDRESS (include the code)
Thomas E. Miller		6921 York Ave. So., Edina, MN 55435
Craig R. Miller		6921 York Ave. So., Edina, MN 55435
Douglas V. Miller		6921 York Ave. So., Edina, MN 55435
TENTH:  The name and address of such incorporator is:
NAME		ADDRESS (include zip code)
Ellen W. McVeigh		3400 City Center, 33 South Sixth St., Minneapolis, Minnesota 55402
* or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons. ** The common stock of this corporation shall have a par value of one cent per share solely for the purpose of a statute or regulation imposing a tax or fee based upon the capitalization of the corporation, and a par value fixed by the Board of Directors for the purposes of a statute or regulation requiring the shares of the corporation to have a par value.
	Signed
	Signed
	Signed	/s/ Ellen W. McVeigh
		Ellen W. McVeigh

[SEAL]

[ILLEGIBLE]	MAIL TO: Colorado Secretary of State	for office use only
	Corporation Office
[SEAL]	1560 Broadway, Suite 200	[SEAL]
	Denver, Colorado 80202
	(303) 866-2361
	ARTICLES OF AMENDMENT
	to the
	ARTICLES OF INCORPORATION

Pursuant to the provisions of the Colorado Corporation Code, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is (note 1) REM Services, Colorado, Inc.

SECOND: The following amendment to the Articles of Incorporation was adopted on January 29, 1987 as prescribed by the Colorado Corporation Code, in the manner marked with an X below:

ýSuch amendment was adopted by the board of directors where no shares have been issued.

oSuch amendment was adopted by a vote of the shareholders.  The number of shares voted for the amendment was sufficient for approval.

RESOLVED, that Article FIRST of the Articles of Incorporation of the corporation be amended to read as follows:

FIRST: The name of the corporation is REM Services, Inc.

THIRD: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows:

FOURTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows:

REM Services of Colorado, Inc.			(Note 1)
By	/s/ Thomas E. Miller
	Thomas E. Miller	[ILLEGIBLE]		Director
By	/s/ Craig R. Miller			(Note 2)
	Craig R. Miller	[ILLEGIBLE]		Director
By	/s/ Douglas V. Miller			(Note 3)
	Douglas V. Miller	[ILLEGIBLE]		Director

NOTES: 1. Exact corporate name of corporation adopting the Articles of Amendment. (If this is a change of name amendment the name before this amendment is filed.)

2. Signature and title of officer signing for corporation.

3. Where no shares have been issued, signature of a director.

		For office use only
MAIL TO:
	COLORADO SECRETARY OF STATE
	CORPORATIONS OFFICE
	1560 Broadway, Suite 200
	Denver, Colorado 80202
	(303) 866-2361

STATEMENT OF CHANGE OF REGISTERED OFFICE

OR REGISTERED AGENT, OR BOTH.

SUBMIT ONE

Filing Fee $5.00

This document must be typewritten.

Pursuant to the provisions of the Colorado Corporation Code, the Colorado Nonprofit Corporation Act and the Colorado Uniform Limited Partnership Act of 1981, the undersigned corporation or limited partnership organized under the laws of

COLORADO

submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the state of Colorado.

First: The name of the corporation or limited partnership is:

REM SERVICES, INC.

Second: The address of its REGISTERED OFFICE is	1600 Broadway, Denver, Colorado 80202
Third: The name of its REGISTERED AGENT is	THE CORPORATION COMPANY

Fourth: The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

Fifth: A copy of this statement has been forwarded to the corporation by the registered agent.

The Corporation Company
registered agent
By	/s/ [ILLEGIBLE]
(Vice-President)

Corporations Office

1560 Broadway, Suite 200

Denver, Colorado 80202

(303) 866-2361

ARTICLES OF AMENDMENT

to the

ARTICLES OF INCORPORATION

Pursuant to the provisions of the Colorado Corporation Code, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is (note 1): REM Services, Inc.

SECOND: The following amendment to the Articles of Incorporation was adopted on August 13, 1987, as prescribed by the Colorado Corporation Code, in the manner marked with an X below:

oSuch amendment was adopted by the board of directors where no shares have been issued.

ýSuch amendment was adopted by a vote of the shareholders.  The number of shares voted for the amendment was sufficient for approval.

RESOLVED, that the Article of Incorporation of the corporation be amended by the addition thereto of the following ARTICLE ELEVENTH:

ELEVENTH:  A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders, (ii) liability for acts or omissions act in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) liability under Section 7-5-114 of the Colorado Corporation Code, (iv) liability for any transaction from which the director derived an improper personal benefit; or (v) liability for any act or omission occurring prior to the date when this Article becomes effective.  If Title 7, the Colorado Corporation Code, hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Title 7 of the Colorado Corporation Code.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

THIRD: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows:  N/A

FOURTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows:  N/A

REM Services, Inc.			(Note 1)
By	/s/ Thomas E. Miller		(Note 2)
	Thomas E. Miller	[ILLEGIBLE]
and	/s/ Craig R. Miller		(Note 3)
	Craig R. Miller	[ILLEGIBLE]

NOTES	1.	Exact corporate name of corporation adopting the Articles of Amendment. (If this is a change of name amendment the name before this amendment is filed).
	2.	Signatures and titles of officers signing for the corporation.
	3.	Where no shares have been issued, signature of a director.

SS: FORM DFI	Mail to: Secretary of State	for office use only
(Rev. 3/92)	Corporations Office
	1560 Broadway, Suite 200
	Denver, Colorado 80202
	(303) 894-2251
SUBMIT ONE	STATEMENT OF CHANGE OF
Filing fee: $10.00	REGISTERED OFFICE OR	921061902      $15.00
This document must be typewritten.	REGISTERED AGENT, OR BOTH	SOS       16-19-92       08:30

Pursuant to the provisions of the Colorado Corporation Code, the Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act of 1981 and the Limited Liability Company Act, the undersigned organized under the laws of Colorado submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the state of Colorado:

First: The name of the corporation, limited partnership or limited liability company is:

REM Services, Inc.

Second: The address of its REGISTERED OFFICE is

1837 Austin Bluffs Pkwy, Suite 100 Colorado Springs, CO 80918

Third: The name of its REGISTERED AGENT is

Chris McDonald, State Director

Fourth:  The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

Fifth: The address of its place of business in Colorado is 1837 Austin Bluffs Pkwy, Suite 100
		Colorado Springs, CO 80918
		REM Services, Inc.						(Note 1)
	By		/s/ Christine McDonald				(Note 2)
				its	/s/ Thomas Miller	president
				its	XX	authorized agent
				its		registered agent (Note 3)
				its		general partner
				its		manager

32

COMPUTER UPDATE COMPLETE

RPM

Notes:	1.	Exact names of corporation, limited partnership or limited liability company making the statement.
	2.	Signature and title of officer signing for the corporation must be president or vice president; for a foreign corporation without such officers, the authorized agent; for a limited partnership, must be a general partner; for a limited liability company, must be a manager.
	3.	Regarding corporations: This statement may be executed by this registered agent when it involves only a registered address change. A copy of this statement has been forwarded to the corporation by the registered agent.

o				STATE OF COLORADO	007
FEE	$ 25.00			BIENNIAL REPORT OF
ON OR BEFORE				A CORPORATION OR LIMITED LIABILITY COMPANY
DATE DUE		03/31/97
				READ INSTRUCTIONS ON REVERSE SIDE BEFORE COMPLETING
REPORT YEAR			1997	SUBMIT SIGNED FORM WITH FILING FEE	THIS FORM MUST BE TYPED

MAILING DATE 01/01/97

INFORMATION BELOW IS ON FILE IN THIS OFFICE - DO NOT CHANGE PRE-PRINTED INFORMATION

CORPORATE NAME REGISTERED AGENT, REGISTERED OFFICE CITY, STATE & ZIP			FOR OFFICE USE ONLY
871706296 DP STATE/COUNTRY OF INC CO			19971025894    M
			$ 25.00
MCDONALD, CHRIS			SECRETARY OF STATE
REM SERVICES, INC.			02-21-97 08:36:48
1837 AUSTIN BLUFFS PKWY, #100
COLO SPGS CO 80918			FIRST REPORT OR CORRECTIONS IN THIS COLUMN
Return completed reports to:			TYPE NEW AGENT NAME
Department of State			SUSAN DUNCANSON BURT
Corporate Report Section			SIGNATURE OF NEW REGISTERED AGENT
1560 Broadway, Suite 200			/s/ Susan Duncanson Burt
Denver, CO 80202			MUST HAVE A STREET ADDRESS
[SEAL]			1837 AUSTIN BLUFFS PKWY, STE 100
			CITY	STATE	ZIP
			COLORADO SPRINGS	CO	80918
OFFICERS NAME AND ADDRESS	Title
MILLER, THOMAS E	PR
6921 YORK AVE S
EDINA MN 55435
MILLER, DOUGLAS V	VP
6921 YORK AVE S
EDINA MN 55435
MILLER, CRAIG R	ST
6921 YORK AVE S
EDINA MN 55435
DIRECTORS OR LIMITED LIABILITY COMPANY MANAGERS		(If you have less than 3 shareholders, you may list less than 3 directors)
MILLER, THOMAS E
6921 YORK AVE S
EDINA MN 55435
MILLER, DOUGLAS V
6921 YORK AVE S
EDINA MN 55435
MILLER, CRAIG R
6921 YORK AVE S
EDINA MN 55435
Address of Principal Place of Business

Street
City	State	Zip

SIGNATURE

Under penalties of perjury and as an authorized officer, I declare that this biennial report and, if applicable, the statement of change of registered office and/or agent, has been examined by me and is, to the best of my knowledge and belief, true, correct, and complete.

By	/s/ Susan Duncanson Burt
	Authorized Agent
TITLE		State Director	DATE	2/14/1997

NOTE: DO NOT USE THIS BOX IF THIS IS YOUR FIRST REPORT!!! SEE INSTRUCTIONS ON REVERSE.  IF THERE ARE NO CHANGES SINCE YOUR LAST REPORT, MARK THIS BOX, SIGN ABOVE AND RETURN WITH THE FEE AND BY THE DATE DUE INDICATED ABOVE (UPPER LEFT HAND CORNER) IF YOU ARE FILING AFTER THE DATE DUE ABOVE, CONTACT THIS OFFICE FOR THE PROPER FEE. (303) 894-2251

SEE INSTRUCTIONS ON BACK

o				STATE OF COLORADO	007
FEES	$70.00			BIENNIAL REPORT OF
ON OR BEFORE				A CORPORATION OR LIMITED LIABILITY COMPANY
DATE DUE		12-31-99
				READ INSTRUCTIONS ON REVERSE SIDE BEFORE COMPLETING
REPORT YEAR			1999	SUBMIT SIGNED FORM WITH FILING FEE	THIS FORM MUST BE TYPED

APPLICATION FOR REINSTATEMENT MUST BE FILED

MAILING DATE

INFORMATION BELOW IS ON FILE IN THIS OFFICE.  DO NOT CHANGE PRE-PRINTED INFORMATION

CORPORATE, NAME REGISTERED AGENT, REGISTERED OFFICE CITY, STATE & ZIP		FOR OFFICE USE ONLY
19871706296 DPC SUSPEND DATE 07/01/1999		19991171159      M
STATE/COUNTRY OF INC CO		$ 70.00
BURT SUSAN DUNCANSON		SECRETARY OF STATE
REM SERVICES, INC.		09-14-1999     08:55:55
STE 100
1837 AUSTIN BLUFFS PKWY
COLO SPGS CO 80918
		FIRST REPORT OR CORRECTIONS IN THIS COLUMN
Return completed reports to:		TYPE NEW AGENT NAME
Department of State
Corporate Report Section		SIGNATURE OF NEW REGISTERED AGENT
1560 Broadway, Suite 200
Denver, CO 80202		MUST HAVE A STREET ADDRESS
		1005 Elkton Drive Parkway
		CITY	STATE	ZIP
		Colorado Springs	CO	80907
OFFICERS NAME AND ADDRESS	TITLE
MILLER, THOMAS E	PR
6921 YORK AVE S
EDINA MN 55435
MILLER, DOUGLAS V	VP
6921 YORK AVE S
EDINA MN 55435
MILLER, CRAIG R	ST
6921 YORK AVE S
EDINA MN 55435
DIRECTORS OR LIMITED LIABILITY COMPANY MANAGERS		(If you have less than 3 shareholders, you may list less than 3 directors)
MILLER, THOMAS E
6921 YORK AVE S
EDINA MN 55435
MILLER, DOUGLAS V
6921 YORK AVE S
EDINA MN 55435
MILLER, CRAIG R
6921 YORK AVE S
EDINA MN 55435
Address of Principal Place of Business

Street 6921 York Avenue S.
City Edina	State	MN	Zip	55435

SIGNATURE

Under penalties in perjury and as an authorized officer, I declare that this biennial report and, if applicable, the statement of change of registered office and/or agent, has been examined by me and is, to the best of my knowledge and belief, true, correct, and complete.

BY:	/s/ Douglas V. Miller
	Authorized Agent
TITLE		Vice President	DATE	8/23 1999

o NOTE: DO NOT USE THIS BOX IF THIS IS YOUR FIRST REPORT!!! SEE INSTRUCTIONS ON REVERSE. IF THERE ARE NO CHANGES SINCE YOUR LAST REPORT, MARK THIS BOX, SIGN ABOVE AND RETURN WITH THE FEE AND BY THE DATE DUE INDICATED ABOVE (UPPER LEFT HAND CORNER).  IF YOU ARE FILING AFTER THE DATE DUE ABOVE, CONTACT THIS OFFICE FOR THE PROPER FEE. (303) 894-2251

SEE INSTRUCTIONS ON BACK

		Mail to: Secretary of State	For office use only
		Corporations Section
Please include a typed		1500 Broadway, Suite 200
self-addressed envelope		Denver, CO 80202
		(303) 894-2251	19991171159   H
MUST BE TYPED		Fax (303) 894-2242	$	70.00
MUST SUBMIT TWO COPIES			SECRETARY OF STATE
	# 19871706296		09-14-1999 08:55:55

APPLICATION FOR REINSTATEMENT

Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned hereby executes the following:

FIRST:	The name of the corporation at the time of dissolution REM-Services, Inc.
SECOND:	New name under which the corporation is to be reinstated (applicable only if corporate name at time of dissolution is no longer available) REM-Services, Inc.
THIRD:	The street address of its registered office and the name of its registered agent at such address is 1005 Elkton Drive Parkway Colorado Springs, CO 80907 - Susan Duncanson Burt
	Signature of registered agent	/s/ Susan Duncanson Burt
FOURTH:	The corporation was administratively dissolved on 7/01/1999
FIFTH:	The grounds for dissolution either did not exist or have been eliminated.
SIXTH:	All taxes, fees or penalties imposed by the Colorado Business Corporation Act have been paid.

By:	/s/ Douglas V. Miller
		Its	Vice President
		Title

Application for reinstatement must be accompanied by a completed corporate report and requisite fees.

	Mail to: Secretary of State	For office use only
	Corporations Section	[ILLEGIBLE]
	1560 Broadway, Suite 200
	Denver, CO 80202	20001092319 M
MUST BE TYPED	(303) 894-2251	$	25.00
FILING FEE: $25.00	Fax (303) 894-2242	SECRETARY OF STATE
MUST SUBMIT TWO COPIES		05-08-2000     13:36:56
[ILLEGIBLE]

	ARTICLES OF AMENDMENT
Please include a typed	TO THE
self-addressed envelope	ARTICLES OF INCORPORATION

Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is REM Services, Inc.

SECOND: The following amendment to the Articles of Incorporation was adopted on May 1 2000, as prescribed by the Colorado Business Corporation Act, in the manner marked with an X below:

o	No shares have been issued or Directors Elected - Action by Incorporators
o	No shares have been issued but Directors Elected - Action by Directors
o	Such amendment was adopted by the board of directors where shares have been issued and shareholder action was not required.
ý	Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval.

THIRD: If changing corporate name, the new name of the corporation is REM Colorado, Inc.

FOURTH: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows:

If these amendments are to have a delayed effective date, please list that date:

(Not to exceed ninety (90) days from the date of filing)  

	REM Services, Inc.
Signature	/s/ Craig R. Miller
	Craig R. Miller
Title	Secretary

Revised 7/95

	Mail to: Secretary of State	For office only
	Corporations Section	[ILLEGIBLE]
	1560 Broadway, Suite 200
	Denver, CO 80202	20001092320 M
MUST BE TYPED	(303) 894-2251	$	5.00
FILING FEE: $5.00	Fax (303) 894-2242	SECRETARY OF STATE
MUST SUBMIT TWO COPIES		05-08-2000     13:40:01
[ILLEGIBLE]

	STATEMENT OF CHANGE OF
Please include a typed	REGISTERED OFFICE OR
self-addressed envelope	REGISTERED AGENT, OR BOTH

Pursuant to the provisions of the Colorado Business Corporation Act, the Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act of 1981 and the Colorado Limited Liability Company Act, the undersigned, organized under the laws of:

Colorado

submits the following statement for the purpose of changing its registered office orits registered agent, or both, in the state of Colorado:

FIRST:	The name of the corporation, limited partnership or limited liability company is : REM Colorado, Inc. [ILLEGIBLE]
SECOND:	Street address of current REGISTERED OFFICE is:		1837 Austin Bluffs
Parkway, Colorado Springs, CO 80918
(Include City, State, Zip)
	and if changed, the new street address is:	1005 ElktonDrive Parkway, Colorado
		(Include City, State, Zip)
					Springs, CO 80907
THIRD:	The name of its current REGISTERED AGENT is: Susan Duncanson Burt
	and if changed, the new registered agent is:
	Signature of New Registered Agent
	Principal place of business
				(City, State, Zip)

The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

FOURTH: If changing the principal place of business address ONLY, the new address is

Signature		/s/ Craig R. Miller
		Craig R. Miller
Title	Secretary

Revised 7/97

Doneus Davidson		DEPARTMENT OF STATE	Commercial Filings
SECRETARY OF STATE		1560 Broadway Suite 200	303-894-2200
		Denver, Colorado 80202
	BURT SUSAN DUNCANSON
	REM COLORADO, INC.
	1005 ELKTON DR
	COLORADO SPRINGS CO 80907
			20031079100  M	REW
			$    25.00
			SECRETARY OF STATE
			03-10-2003  16:40:38
	19871706296 DPC
	STATE/COUNTRY OF INC CO
	PERIODIC REPORT
	FEE   $25.00 DUE ON OR BEFORE 03/31/2003

PERIODIC REPORT, made pursuant to section 7-90-501, C.R.S., on behalf of the entity identified above. This report must be typed, or if legible, it may be manually printed. Execution (a signature) is not required.  Report current information for the following items: no director, officer or any other information is required.

1.	Name of individual completing Report:			Lisa Henke
2.	Nature of entity’s Registered Agent:	Jan Blosser
3.	Street Address of entity’s Registered Office (must be in Colorado):				4815 Lint Drive, Ste 111, Colorado Springs, CO 80919
If mail is undeliverable to this address, ALSO include a P.O. box address:
4.	Address of entity’s Principal Office:		6921 York Ave S. Edina, MN 55435
Optional: 5. Additional mailing address for entity:
Optional: 6. Entity’s e-mail address

If more space is required for any of the above items, continue on an attached 8¹/₂ x 11 sheet and check here o

Deliver this Report to:

Colorado Secretary of State

1560 Broadway Ste 200

Denver CO 80202-5169

Include the fee stated above ($25.00) made payable to: Colorado Secretary of State.

This report must be received (not postmarked) on orbefore the due date stated above.

For more information, call 303-894-2200, fax 303-869-4864, e-mail sos.business@state.co.us. or visit our Web site,www.sos.state.co.us.

EX-3.56

Exhibit 3.56

BY-LAWS

OF

REM SERVICES, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is c/o The Corporation Company, 1700 Broadway, Denver, Colorado 80290. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Colorado as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Colorado be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares

of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than fifty (50) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting held within thirty (30) days of adjournment, and the date, time, and place of such meeting were announced at the time of adjournment, and provided that after adjournment no new record date is fixed for the adjourned meeting, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meeting not the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

In the event that an increase in the authorized shares is to be considered, notice of such meeting shall be given to each shareholder not less than thirty (30) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than fifty (50) days prior to any such intended action or meeting.

If the stock transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting.  Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting for a period not to exceed sixty (60) days to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the

corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 7 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Minnesota, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in

writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members shall be appointed by the affirmative vote of a majority of the directors then holding office. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to

the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation.  Any number of offices may be held by the same person, except the offices of President and Secretary.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President; if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President

or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders.  He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Colorado, (c) the name of the person to whom it is issued, (d) the number and class of shares, and the designation of the series, if any, that the certificate represents, and (e) the par value of each share represented by such certificate or a statement that the shares are without par value. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the chairman or vice chairman of the board of directors or by the President or a Vice President and by the Treasurer or an Assistant

Treasurer and by the Secretary or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar any or all of such signatures may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the

transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of

directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

The undersigned, Secretary of REM Services, Inc., a Colorado corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 9th day of March, 1987.

/s/ Craig R. Miller

Secretary 

EX-3.57

Exhibit 3.57

	MINNESOTA SECRETARY OF STATE
[SEAL]	ARTICLES OF ORGANIZATION FOR
	A LIMITED LIABILITY COMPANY
	MINNESOTA STATUTES CHAPTER 322B

PLEASE TYPE OR PRINT IN BLACK INK.

Before Completing this Form Please Read the Instructions on the Back.			FILING FEE $135.00
1. Name of Company:          REM Community Payroll Services, LLC
2. Registered Office Address: (P.O. Box is Unacceptable)
405 Second Avenue South		Minneapolis	MN	55401
Complete Street Address or Rural Route and Rural Route Box Number		City	State	ZIP Code
3. Name of Registered Agent (optional):          C T Corporation System Inc.
4. Business Mailing Address: (if different from registered office address)
6921 York Avenue South		Edina	MN	55435
Address		City	State	ZIP Code
5. Desired Duration of LLC: (in years)	, (lf you do not complete this item, a perpetual duration is assumed by law.)
6. Does this LLC own, lease or have any interest in agricultural land or land capable of being farmed?
(Check One) Yes o No o
7. Name and Address of Organizer(s):

Name (print)	Complete Address				Original Signature (required)
	Street
		City	State	Zip
Eleanor Coleman	c/o Goulston &Storrs
	400 Atlantic Avenue, Boston, MA 02110				/s/ Eleanor Coleman

8. Name and Telephone Number of Contact Person for this LLC:		STATE OF MINNESOTA
		DEPARTMENT OF STATE FILED
Name	Eleanor Coleman
Phone	(617) 574-4115	FEB 11 2005
		/s/ Mary Kiffmeyer
		Secretary of state

EX-3.58

Exhibit 3.58

REM COMMUNITY PAYROLL SERVICES, LLC

MEMBER CONTROL AGREEMENT

This MEMBER CONTROL AGREEMENT (the “Agreement”) is made and entered into as of February 11, 2005 by and among NATIONAL MENTOR SERVICES, LLC, a Delaware limited liability company (“Services”), GREGORY TORRES, EDWARD MURPHY, ELIZABETH HOPPER and JOHN GILLESPIE (individually, a “Governor,” and collectively, the “Board of Governors”), and REM COMMUNITY PAYROLL SERVICES, LLC, a Minnesota limited liability company (the “Company”).

RECITALS

A.WHEREAS, the Articles of Organization of the Company were filed on February 11, 2005, in the Office of the Secretary of State for the State of Minnesota;

B.WHEREAS, prior to the date of this Agreement, there has been no written agreement as to the conduct of the business and affairs of the Company;

C.WHEREAS, on the date hereof, Services is the sole member (hereinafter referred to as the “Sole Member”) of the Company;

D.WHEREAS, the Sole Member, the Board of Governors and the Company desire to enter into this Agreement, as permitted by Minnesota Statutes 322B.37; and

E.WHEREAS, in entering into this Agreement, the Company, the Board of Governors and the Sole Member wish to make a full statement of their agreement in respect to the Company in order that, except to the extent this Agreement expressly incorporates by reference provisions of the Act, the Code or the Treasury Regulations (as each is defined below) or is expressly prohibited under the Act, this Agreement shall govern, even when inconsistent with, or different from, the provisions of the Act or any other law or rule.

THEREFORE, for good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, the Sole Member, the Board of Governors and the Company agree as follows:

ARTICLE I

DEFINITIONS

Unless otherwise expressly provided herein, the following terms used in this Operating Agreement shall have the following meanings:

(a)“Act” shall mean the Minnesota Limited Liability Company Act, as it may be amended from time to time.

(b)“Affiliate” shall mean, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by, or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, manager, member, or general partner of such Person, or (iv) any Person who is an officer, director, manager, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i) through (iii) of this sentence.  For purposes of this definition, the term “controls,” “is controlled by” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(c)“Capital Cash Flow” shall mean the net proceeds received by the Company from Company borrowings and the net proceeds of the sale or other disposition of assets of the Company, in each instance less reasonable reserves required in the sole discretion of the Sole Member.

(d)“Capital Contribution” shall mean any contribution to the capital of the Company by the Sole Member in cash or other property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

(e)“Certificate” shall mean the Articles of Organization filed with the Secretary of State of the State of Minnesota on February 11, 2005 (as the same may be amended or restated from time to time hereafter).

(f)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provisions of succeeding law.

(g)“Company” shall mean REM Community Payroll Services, LLC, a Minnesota limited liability company.

(h)“Entity” shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

(i)“Governor” shall refer individually to each Person named as a member of the Board of Governors in this Agreement and to any other Person who becomes a Governor as permitted by this Agreement.  “Board of Governors “ shall refer collectively to the Persons named as Governors in this Agreement and to any other natural Persons who become members of the Board of Governors as permitted by this Agreement.

(j)“Operating Cash Flow” shall mean, for purposes of this Agreement and for a given period of time, all cash received by the Company from any source (but excluding net proceeds from borrowings of the Company and the net proceeds from the sale or other disposition of assets of the Company) less cash expended for the debts and expenses of the Company, principal and interest payments on any indebtedness of the Company, capital expenditures and, in each instance, reasonable reserves required in the sole discretion of the Sole Member.

(k)“Person” shall mean any natural person or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such Person where the context so permits.

(l)“Treasury Regulations” shall mean the proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

ARTICLE II

FORMATION OF COMPANY

2.1Formation.  The Company was formed on February 11, 2005, in accordance with and pursuant to the Act.  The parties hereto do hereby confirm their intent and agreement that the Company shall be governed by the terms of this Agreement.

2.2Name.  The name of the Company is REM Community Payroll Services, LLC, provided that the Board of Governors may elect to transact business in other names in those jurisdictions where they deem it necessary for purposes of complying with the requirements of local law.

2.3Principal Place of Business.  The principal place of business of the Company shall be 6921 York Avenue South, Edina, Minnesota 55435.  The Company may relocate its principal place of business to any other place or places as the Board of Governors may from time to time deem advisable.  Additional offices may be maintained and acts done at any other place appropriate for accomplishing the purposes of the Company, all as determined by the Board of Governors.

2.4Registered Office and Registered Agent.  The Company’s registered office shall be at the office of its registered agent at 405 Second Avenue South, Minneapolis, Minnesota 55401, and the name of its initial registered agent at such address shall be CT Corporation Inc.  The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Minnesota Secretary of State pursuant to the Act.

2.5Term.  The term of the Company shall be perpetual.

ARTICLE III

BUSINESS OF COMPANY

The Company has been formed, and its purposes are, either directly or indirectly through one or more Affiliates or other Entities, to provide human and health services.  The Company shall have the power to do all acts and things necessary or useful in connection with the foregoing.  The Company shall be disregarded as a separate entity for federal, and where permitted, state income tax purposes.  Accordingly, for the time period for which the Company has the Sole Member as its sole member, all assets, liabilities, and items of income, deduction and credit of the Company shall be treated as assets, liabilities, and such items (as the case may be) of the Sole Member.

ARTICLE IV

RIGHTS AND DUTIES OF THE BOARD OF GOVERNORS

4.1Management.

(a)All management of the Company shall be vested in the Board of Governors.  The Board of Governors shall take action by the affirmative vote of a majority of the members of the Board of Governors present at a duly held meeting.  Any action may be taken by written action signed by the number of members of the Board of Governors that would be required to take the same action at a meeting of the Board of Governors at which all members of the Board of Governors were present.  The written action is effective when signed by the required number of members of the Board of Governors, unless a different time is provided in the written action.  Authority ordinarily allocated to the members of a Minnesota limited liability company under the Act is hereby allocated to the Board of Governors of the Company except as follows: (1) the Sole Member shall have the right at any time and from time to time, with or without cause, to terminate and/or replace any member of the Board of Governors and/or add new members of the Board of Governors, all in its sole discretion and without review or approval of any kind of any of the members of the Board of Governors; (2) the Sole Member may also terminate all the members of the Board Governors, and in such event the Sole Member shall exercise all the duties of the Board of Governors; and (3) the Sole Member may also take any action otherwise with the authority of the Board of Governors hereunder (and any action so taken shall be an action of the Sole Member in its capacity as a member pursuant to Section 322B.606, Subd. 2 of the Act).

(b)Each member of the Board of Governors, acting alone, has the power to bind the Company, provided that he or she is acting with the requisite approval required hereunder.  No person dealing with the Company shall have any obligation to inquire into the power or authority of any member of the Board of Governors acting on behalf of the Company.

(c)The Board of Governors hereby appoint the following agents of the Company:

Chief Executive Officer, President and Chief Manager	Edward Murphy
Executive Vice President	John Gillespie
Executive Vice President	Elizabeth Hopper
Senior Vice President	Juliette Fay
Senior Vice President	John Green
Senior Vice President	Denis Holler
Senior Vice President	Hugh R. Jones, III
Senior Vice President	Robert Longo
Senior Vice President	Bruce Nardella
Senior Vice President	Dave Petersen
Vice President	Christina Pak
Assistant Vice President of Real Estate Services	James Hokanson
Chief Operating Officer and Secretary	Elizabeth Hopper
Assistant Secretary	Denis Holler
Assistant Secretary	Christina Pak
Chief Financial Officer and Treasurer	John Gillespie
Assistant Treasurer	John Green

Such agents and/or other agents of the Company may be terminated and/or appointed at any time by the Board of Governors, and the Board of Governors may specify and change the duties delegated to any such agents from time to time.  Agents so appointed may be referred to as officers of the Company and vice-versa.  No such delegation by the Board of Governors shall cause any member of the Board of Governors to cease to be a Governor of the Company within the meaning of the Act or this Agreement, or restrict the ability of the Board of Governors to exercise the powers so delegated.

(d)Any document or instrument in writing executed on behalf of the Company by any Governor or by any agent of the Company shall be deemed to have been approved by the Board of Governors and shall be binding upon and enforceable against the Company.

(e)Any Person dealing with the Company or any member of the Board of Governors may rely on a certificate signed by any Governor:

(i)as to the existence or nonexistence of any fact or facts which constitute conditions precedent to acts by a Governor or are in any other manner germane to the affairs of the Company;

(ii)as to who is authorized to execute and deliver any instrument or document on behalf of the Company, and as to whether any approval, consent or other action is necessary under this Agreement and/or as to whether any such action or consent has been obtained;

(iii)as to the authenticity of any copy of the Certificate, and as to the status of this Agreement and amendments hereto; or

(iv)as to any act or failure to act by the Company or as to any other matter whatsoever involving the Company, the Board of Governors or the Sole Member.

4.2Compensation of the Board of Governors and Sole Member.  Members of the Board of Governors shall be entitled to reimbursement from the Company for all reasonable and verifiable out-of-pocket third-party expenses incurred by the Board of Governors in managing and conducting the business and affairs of the Company.  Except as may be expressly provided for herein, or as may be hereafter approved by the Board of Governors in the reasonable exercise of their discretion, no payment shall be made by the Company to the Sole Member for the Sole Member’s services to the Company.

4.3Contracts with Affiliated Persons.  The Company may enter into one or more agreements, leases, loans or other arrangements for the furnishing to or by the Company of funds, goods, services or space with any Affiliate of the Sole Member, Governor or agent of the Company, provided the Board of Governors approve such agreement or arrangement in the reasonable exercise of their discretion.

4.4Other Business of the Sole Member, Board of Governors and Agents.  The Board of Governors, Sole Member and agents of the Company, and their respective Affiliates, may engage independently or with others in other business ventures of every nature and description, whether or not competitive with any aspect of the business of the Company.  Neither the Company, nor the Sole Member, Governor or any agent of the Company, shall have any right by virtue of this Agreement or the relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom.

4.5.Limitation of Liability.  Members of the Board of Governors’ and the Company’s agents’ personal liability is hereby eliminated to the fullest extent permitted by the Act.

4.6Indemnification.  The Company shall indemnify its agents and members of the Board of Governors for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as required or permitted by Minnesota Statutes, Section 322B.699, as amended from time to time, or as required or permitted by other provisions of law.

4.7Insurance.  The Company may purchase and maintain insurance on behalf of any Person in such Person’s official capacity against any liability asserted against and incurred by such Person in or arising from that capacity, whether or not the Company would otherwise be required to indemnify the Person against the liability.

ARTICLE V

RIGHTS AND OBLIGATIONS OF SOLE MEMBER

5.1Limitation of Liability.  The Sole Member’s liability shall be limited as set forth in this Agreement, the Act and other applicable law.

ARTICLE VI

CONTRIBUTIONS AND DISTRIBUTIONS.

6.1Sole Member’s Capital in the Company.

(a)The Sole Member shall contribute to the Company as its Capital Contribution the amount determined by the Sole Member in its sole discretion to be necessary or convenient for carrying on the business and activities of the Company.  No interest shall accrue on any Capital Contribution, and the Sole Member shall not have the right to withdraw or be repaid any Capital Contribution except as specifically provided in Section 6.2 and Section 9.2 of this Agreement.  Notwithstanding the foregoing, the Sole Member shall not be required to make any Capital Contribution.

(b)Anything in this Agreement to the contrary notwithstanding, the Sole Member shall not have any personal liability for liabilities or obligations of the Company, except to the extent of its Capital Contributions made to the Company as aforesaid, and the Sole Member shall not be required to make any further or additional Capital Contributions to the Company or to lend or advance funds to the Company for any purpose.

(c)Any Capital Contribution by the Sole Member to the capital of the Company is solely and exclusively for the benefit of the Company and is not intended to confer rights on any third party.

6.2Distributions of Operating and Capital Cash Flow.

(a)Subject to Section 6.2(c) below, distributions of Operating Cash Flow shall be made at such time or times as the Board of Governors shall determine.

(b)Subject to Section 6.2(c) below, distributions of Capital Cash Flow shall be made at such time or times as the Board of Governors shall determine.

(c)No distribution shall be made unless permitted under the Act and any other applicable law.

ARTICLE VII

TRANSFERABILITY

(a)The Sole Member’s interest in the Company shall be transferable in whole or in part (other than to creditors as provided below) without consent of any other Person, and the assignee shall be admitted as the Sole Member with all the rights of the Sole Member who assigned its interest.  However, no part of the interest of the Sole Member shall be subject to the claims of any creditor or to legal process.  No transfer (whether voluntary or involuntary) shall effect a dissolution of the Company.  The Sole Member shall be permitted to withdraw from the Company at any time.

(b)No member of the Board of Governors shall have the right to sell, assign, transfer, pledge or otherwise encumber its rights or obligations under this Agreement.  Any member of the Board of Governors shall, however, be permitted to resign from the Board of Governors at any time.  Successor or additional Governors may be appointed by the Sole Member at any time and from time to time.

ARTICLE VIII

ADDITIONAL MEMBERS

The Sole Member shall have the sole discretion whether to admit additional members to the Company and on what terms.

ARTICLE IX

MISCELLANEOUS PROVISIONS

10.1Books of Account and Records.  Proper and complete records and books of account shall be kept or shall be caused to be kept by the Board of Governors or such representatives as they may appoint in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in such detail and completeness as is customary and usual for businesses of the type engaged in by the Company and as required by the Act.  The books and records shall at all times be maintained at the principal executive office of the Company.

10.2Application of Minnesota Law.  This Agreement, and the application and interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Minnesota, and specifically the Act.

10.3Amendments.  Only the Sole Member may amend this Agreement.

10.4Severability.  If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

10.5Heirs, Successors and Assigns.  Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

10.6Creditors.  None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or of the Sole Member or by any other Person.

10.7Counterparts.  This Agreement may be executed in counterparts, including facsimile counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(Signatures on Following Page)

IN WITNESS WHEREOF, the undersigned have signed and sworn to this Agreement as of the date first above written.

BOARD OF GOVERNORS:	COMPANY:
	REM COMMUNITY PAYROLL SERVICES, LLC
/s/ Gregory Torres
Gregory Torres
	By:	/s/ Gregory Torres
/s/ Edward Murphy		Gregory Torres, Governor
Edward Murphy
/s/ Elizabeth Hopper	By:	/s/ Edward Murphy
Elizabeth Hopper		Edward Murphy, Governor
/s/ John Gillespie
John Gillespie	By:	/s/ Elizabeth Hopper
		Elizabeth Hopper, Governor
	By:	/s/ John Gillespie
		John Gillespie, Governor
	SOLE MEMBER:
	NATIONAL MENTOR SERVICES, LLC
	By:	/s/ Christina Pak
		Name: Christina Pak
		Title: Vice President

EX-3.59

Exhibit 3.59

ARTICLES OF INCORPORATION

OF

REM COMMUNITY OPTIONS, INC.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

ARTICLE I

The undersigned agree to become a corporation by the name of REM COMMUNITY OPTIONS, INC.

ARTICLE II

The address of the principal office of said corporation will be located at 6921 York Avenue South, in the City of Edina, County of Hennepin and State of Minnesota 55435.

ARTICLE III

The purpose or purposes for which this corporation is formed are to engage in the transaction of any or all lawful business for which corporations may be incorporated under the provisions of the West Virginia Corporation Act.

ARTICLE IV

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE V

The aggregate number of shares which the corporation shall have authority to issue shall be 500 voting common shares each having a par value or ten ($10.00) dollars.

ARTICLE VI

The full name and address of the incorporator of this corporation is as follows:

Nancy G. Barber Walden

3400 City Center

33 South Sixth Street

Minneapolis, Minnesota 55402

1

ARTICLE VII

The existence of this corporation is to be perpetual.

ARTICLE VIII

The name and address of the person appointed to whom shall be sent notice of process served upon, or service of which is accepted by, the secretary of state is CT Corporation System, 1200 Charlestown National Plaza, Charleston, West Virginia 25301.

ARTICLE IX

The number of directors constituting the initial board of directors of the corporation is three, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Thomas E. Miller	6921 York Ave. S., Edina, MN 55435
Craig R. Miller	6921 York Ave. S., Edina, MN 55435
Douglas V. Miller	6921 York Ave. S., Edina, MN 55435

I THE UNDERSIGNED, for the purposes of forming a Corporation under the laws of the State of West Virginia, do make and file these ARTICLES OF INCORPORATION, and I have according hereto set my hand this 6 day of May, 1993.

/s/ Nancy G. Barber Walden

Nancy G. Barber Walden

Articles of Incorporation

prepared by:

Gray, Plant, Mooty, Mooty

& Bennett, P.A.

3400 City Center

33 South Sixth Street

Minneapolis, Minnesota 55402

2

STATE OF MINNESOTA	)
	)	SS
COUNTY OF HENNEPIN	)

I, Karen L. Mairson, a Notary Public in and for the County and State aforesaid, hereby certify that Nancy. G. Barber Walden, whose name is signed to the foregoing Articles, bearing date on the 6 day of May, 1993, this day personally appeared before me in my said county and acknowledged her signature to the same.

Given under my hand and the official seal this 6 day of May, 1993.

/s/ Karen L. Mairson

Notary Public

3

EX-3.60

Exhibit 3.60

BY-LAWS

OF

REM COMMUNITY OPTIONS, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is c/o CT Corporation System, 1200 Charleston National Plaza, Charleston, West Virginia 25301. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of West Virginia as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of West Virginia be designated by the Board of Directors in the notice of meeting. Any, regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation shall be held in an annual basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If an annual meeting of shareholders has not been held for a period of thirteen (13) months, one or more shareholders may apply to the circuit court in Kanawha County, which may summarily order such a meeting to be held.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the

President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than three (3) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by mailing a copy thereof to such shareholder at his address as it appears on the corporate records, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law.  Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given in writing or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered, at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than fifty (50) days nor less than ten (10) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

One or more shareholders may participate in a meeting of the shareholders by means of conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can hear each other.

Whenever a vote of the shareholders is required or permitted in connection with any corporate action this vote may be taken orally during this electronic conference. The agreement thus reached shall have like effect and validity as though the action were duly taken by the action of the shareholders at a meeting of shareholders if the agreement is

reduced to writing and approved by the shareholders at the next regular meeting of the shareholders after the conference.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 7 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, annual meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of West Virginia, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required, except that notice of a special meeting shall be required to be given to every director when the meeting is being called for the purpose of amending these By-Laws or for the purpose of authorizing sale of all or substantially all of the assets of the corporation. In all

other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of the shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given in writing or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or

against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any

vacancy or vacancies created by such removal as provided in Section 6 of this Article. If less than the entire Board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish an executive committee and one or more other committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution but no such committee shall have the authority of the Board of Directors in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange or other disposition of all or substantially all the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, or amending these By-Laws of the corporation. Such committees shall at all times be subject to the direction and control of the Board of Directors. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Committee members shall be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

One or more directors may participate in a meeting of the board or a committee of the board by means of conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can hear each other.

Whenever a vote of the directors is required or permitted in connection with any corporate action this vote may be taken orally during this electronic conference. The agreement thus reached shall have like effect and validity as though the action were duly taken by the action of the shareholders or directors at a meeting of shareholders or directors if the agreement is reduced to writing and approved by the shareholders or directors at the next regular meeting of the shareholders or directors after the conference.

Section 10. Indemnification. The Board of Directors shall be indemnified to the full extent provided by law.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person, except the offices of President and Secretary.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers

as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section l. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of West Virginia, (c) the name of the person to whom it is issued, (d) the number and class of shares, and the designation of the series, if any, that the certificate represents and (e) the par value of each share represented by such certificate, or a statement that the shares are without par value. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President or a Vice President and the Secretary or an Assistant Secretary. If a certificate is manually signed on behalf of a transfer agent or an assistant transfer agent or a registrar, other than the corporation itself or an employee of the corporation, the signatures of any such President or Vice President and Secretary or Assistant Secretary may be facsimiles. If a person signs or has a facsimile signature placed upon a certificate while an officer, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancel led and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancel led, except that in case of a lost, destroyed, or mutilated certificate, a new one may

be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. Any number of shareholders may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period not to exceed ten years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by depositing a counterpart of the agreement with the corporation at its principal office, and by transferring their shares to such trustee or trustees for the purposes of the agreement. Such trustee or trustees shall keep a record of the holders of voting trust certificates evidencing a beneficial interest in the voting trust, giving the names and addresses of all such holders and the number and class of the shares in respect of which the voting trust certificates held by each are issued, and shall deposit a copy of such record with the corporation at its principal office. The counterpart of the voting trust agreement and the copy of such record so deposited with the corporation shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and such counterpart and such copy of such record shall be subject to examination by any holder of record of a voting trust certificate, either in person or by agent or attorney, at any reasonable time for any proper purpose.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to

which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

The undersigned, Secretary of REM Community Options, Inc., a West Virginia

corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 3rd day of June, 1993.

/s/ Craig R. Miller

Secretary

EX-3.61

Exhibit 3.61

CERTIFICATE OF AMENDMENT

STOCK CORPORATION

OFFICE OF THE SECRETARY OF STATE

[ILLEGIBLE]

[ILLEGIBLE]

1.  NAME OF CORPORATION:

REM Connecticut Community Services, Inc.

2.  THE CERTIFICATE OF INCORPORATION IS (check A, B, or C).

X	A. AMENDED.
	B. AMENDED AND RESTATED.
	C. RESTATED.

3.  TEXT OF EACH AMENDMENT / RESTATEMENT:

RESOLVED, that Article I of the Certificate of Incorporation of the Corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM Connecticut Community Services, Inc.

FURTHER RESOLVED, that this amendment to the Certificate of Incorporation of the Corporation shall be effective as of the 1st day of August, 2000.

(Please reference an 8 1/2 X 11 attachment if additional space is needed)

4.  VOTE INFORMATION (check A, B, or C):

X	A.	The resolution was approved by shareholders as follows:
		[Illegible]

X             The amendment was approved by the shareholders. There is 1 voting group eligible to vote on the amendment. The designation of voting goups entitled to vote separately on the amendment, the number of votes in each, the number of votes indisputably represented at the meeing at which the amendment was adopted and the votes cast for and against the amendment were as follows:

The voting group consisting of 100 outstanding shares of common (class or series) stock is entitled to 100 votes.  There were 100 votes present at the meeting.  The voting group cast 100 votes for and 0 votes against approval of the amendment.  The number of votes cast for approval of the amendment was sufficient for approval by the voting group.

B.	The amendment was adopted by the board of directors without shareholder action. No sharehol der vote was required for adoption.
C.	The amendment was adopted by the Incorporators without shareholder action. No shareholder vote was required for adoption.

5. EXECUTION:

Dated this 12^th day of July, 2000.

	Craig R. Miller		Secretary	/s/ Craig R. Miller
Print or type name of signatory		Capacity of signatory			Signature

CERTIFICATE OF INCORPORATION

STOCK CORPORATION

Office of the Secretary of the State

30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-04/ new I-97

(For Office Use Only)

[ILLEGIBLE]

1.NAME OF CORPORATION:

REM-Connecticut Community Services, Inc.

2.TOTAL NUMBER OF AUTHORIZED SHARES : 20,000

If the corporation has more than one class of shares, it must designate each class and the number

of shares authorized within each class below.

Class Number of shares per class

3.TERMS, LIMITATIONS, RELATIVE RIGHTS AND PREFERENCES OF EACH CLASS OF SHARES AND SERIES THEREOF PURSUANT TO CONN. GEN. STAT. SECTION 33-665:

Authorized shares shall be common shares with unlimited voting rights and said shares shall be entitled to receive the net assets of the corporation upon dissolution.

4. APPOINTMENT OF REGISTERED AGENT [ILLEGIBLE]

Acceptance of appointment

C.T. CORPORATION SYSTEM

By:	/s/ Susan J. Warner, Asst Secy
	Signature of agent Susan J. Warner

5. OTHER PROVISIONS:

See Attachment A

6. EXECUTION

Dated this 9 day of December, 1997

Certificate must be signed by each incorporator.

PRINT OR TYPE NAME OF
INCORPORATOR(S)	SIGNATURE(S)	COMPLETE ADDRESS(ES)
		3400 City Center, 33 S. Sixth St.
Nancy Roetman Menzel	/s/ Nancy Roetman Menzel	Minneapolis,   MN   55402
		3400 City Center, 33 S. Sixth St.
Nancy G. Barber Walden	/s/ Nancy G. Barber Walden	Minneapolis,   MN   55402

FILING #0001782442 PG 03 OF 04 VOL B-00160

FILED 12/10/1997 08:30 AM PAGE 02003

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

ATTACHMENT A

A. The name and address of the individual who are to serve as the initial

Directors are as follows:

Thomas E. Miller

6921 York Avenue South

Edina, MN 55435

Craig R. Miller

6921 York Avenue South

Edina, MN 55435

Douglas V. Miller

6921 York Avenue South

Edina, MN 55435

5B.Directors shall have no personal liability to the corporation or its shareholders for monetary damages for breach of duty as a director in excess of the compensation received by the director for serving the corporation during the year of the violation if such breach did not (i) involve a knowing and culpable violation of law by the director, (ii) enable the director or an associate, as defined in Section 33-840 of the Connecticut Business Corporation Act, to receive an improper personal economic gain, (iii) show a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, (iv) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director’s duty to the corporation, or (v) create liability under Section 33-757 of the Connecticut Business Corporation Act.  The foregoing provision shall not limit or preclude the liability of a director for any act or omission occurring prior to the filing date of this Certificate of Incorporation.

5C.The corporation shall indemnify its directors for liability, defined to include the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan or reasonable expenses incurred with respect to a proceeding, to any person for any action taken, or any failure to take any action as a director, except liability that (i) involved a knowing and culpable violation of law by the director, (ii) enabled the director or an associate, as defined in Section 33-840 of Connecticut Business Corporation Act, to receive an improper personal gain, (iii) showed a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, (iv) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the director’s duty to the corporation or, (v) created liability under Section 33-757 of the

FILING #0001782442 PG 04 OF 04 VOL B-00160

FILED 12/10/1997 08:30 AM PAGE 02004

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

Connecticut Business Corporation Act, provided the foregoing provision shall not affect the indemnification of or advances of expenses to a director for any liability stemming from acts or omissions occurring prior to the date of this Certificate of Incorporation.

EX-3.62

Exhibit 3.62

BYLAWS

OF

REM-CONNECTICUT COMMUNITY SERVICES, INC.

TABLE OF CONTENTS

BYLAWS

OF

REM-CONNECTICUT COMMUNITY SERVICES, INC.

ARTICLE 1. Offices

1.1 Registered Office. The registered office of the corporation shall be located within the State of Connecticut as set forth in the Articles of Incorporation. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

1.2 Other Offices. The corporation may have other offices, including its principal business office, at such places inside and outside the State of Connecticut as the Board of Directors may determine from time to time.

ARTICLE 2. Meetings of Shareholders

2.1 Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting inside or outside the State of Connecticut is designated by the Board of Directors in the notice of meeting. Any regular or annual meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office of the corporation is located.

2.2 Annual Meetings. Annual meetings of the shareholders of this corporation shall be held on the date and at the time and place designated by the Board of Directors in the notices of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If an annual meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders may apply to the court to order an annual meeting as provided by law.

2.3 Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the chief executive officer, by the acting chief executive officer in the absence of the chief executive officer, by the chief financial officer, or by two or more members of the Board of Directors. The date, time, and place of such special meeting shall be fixed by the person or persons calling the meeting and designated in the notice of meeting.

A special meeting may also be called by one or more shareholders holding ten percent (10%) or more of the voting power of all shares of the corporation entitled to vote. The shareholders calling such meeting shall deliver to the chief executive officer or chief financial officer a written demand for a special meeting. Such a demand shall contain the purpose or purposes of the meeting. Within fifteen (15) days after the receipt of such a written demand for a

special meeting of shareholders by the chief executive officer or chief financial officer, the Board of Directors shall cause a special meeting of shareholders to be called. Such a meeting shall be held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation.

Business transacted at any special meeting of the shareholders shall be limited to the purpose or purposes stated in the notice of the meeting. Any business transacted at a special meeting of the shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

2.4 Notice of Meetings. Notice of all meetings shall be given to every holder of shares entitled to vote. Such notice shall contain the date, time, and place of the shareholder meeting and any other information required by law. In the case of a special meeting, the notice shall contain a statement of the purposes of the meeting. The notice may also contain any other information deemed necessary or desirable by the Board of Directors or by any other person or persons calling the meeting.

Unless a different minimum notice period has been fixed by applicable law, the Articles of Incorporation, or these Bylaws, notice of all meetings, including meetings for consideration of the sale or other disposition of all or substantially all of the assets of the corporation, shall be given not less than seven (7) nor more than fifty (50) days before the date of the meeting.

Notice of all meetings shall be given to each eligible shareholder by mailing a copy of the notice to an address designated by the shareholder or to the last known address of the shareholder, by handing a copy to the shareholder, or by any other delivery that conforms to law. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed. Notice shall be deemed received when it is given.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except when such shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at the meeting.

2.5 Record Date. The Board of Directors may fix. or authorize an officer to fix, a date not more than sixty (60) days before the date of a meeting of shareholders as the date for the determination of the holders of shares entitled to notice of and entitled to vote at any meeting. When a date is so fixed, only shareholders on that date are entitled to notice of and permitted to vote at that meeting of shareholders.

2.6 Quorum. The holders of a majority of the voting power of all shares of the corporation, present in person or represented by proxy, entitled to vote at a meeting shall

2

constitute a quorum for the transaction of business at a meeting of the shareholders. Such a quorum is a prerequisite to the shareholders taking any action other than adjournment. In the absence of a quorum, the holders of a majority of the voting power, present in person or represented by proxy, may adjourn the meeting to a date, time, and place they shall announce at the time of adjournment. Any business that might have been transacted at the adjourned meeting had a quorum been present, may be transacted at the meeting held pursuant to such an adjournment, if a quorum is present at the meeting held pursuant to such an adjournment.

2.7 Voting and Proxies. At each meeting of the shareholders, every shareholder shall be entitled to one vote for each share of capital stock held by such shareholder, except as may be otherwise provided in the Articles of Incorporation or the terms of the share or as may be required to provide for cumulative voting (if not denied by the Articles of Incorporation).

A shareholder may vote in person or by proxy. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation at or before the meeting at which the appointment is to be effective. The appointment of a proxy shall be valid for no more than eleven (11) months, unless a longer period is expressly provided in the appointment. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that shareholder to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting.

The shareholders shall take action by the affirmative vote of the holders of a majority of the voting power of the shares present and entitled to vote, except when a different vote is required by law, the Articles of Incorporation, or these Bylaws.

2.8 Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon, unless a different effective time is provided in the written action.

ARTICLE 3. Directors

3.1 General Powers. Except as authorized by the shareholders pursuant to a shareholder control agreement or unanimous affirmative vote by the holders of shares entitled to vote for directors of the corporation, the business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The Board of Directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these Bylaws.

3

3.2 Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number which constituted the initial Board of Directors, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then holding office except upon compliance with the provisions of Section 3.8 of these Bylaws.

Each director shall be elected at an annual meeting of shareholders except as provided in Sections 3.6 and 3.7. Such a director shall hold office until the next regular meeting of shareholders and thereafter until a successor is duly elected and qualified. Directors shall be natural persons, but need not be shareholders.

3.3 Meetings. Meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the chief executive officer, by the acting chief executive officer in the absence of the chief executive officer or by any director.

3.4 Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases, notice of meetings shall be given to each member of the Board of Directors by the person or persons calling such meeting. Such notice shall contain the date, time, and place of the meeting and any other information required by law or desired by the person or persons calling such meeting. Notice of all such meetings shall be given not less than three (3) days before the date of the meeting.

Notice of all meetings shall be given to each director either by oral communication, by mailing a copy of the notice to an address designated by the director, by handing a copy to the director, or by any other delivery that conforms to law. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed. Notice shall be deemed received when it is given.

A director may waive notice of any meeting of the Board of Directors. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. Attendance by a director at a meeting is a waiver of notice of that meeting, except when such director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

3.5 Quorum. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present at the meeting may adjourn the meeting from time to time until a quorum is present.

4

If a quorum is present when a duly called or held meeting is convened, the directors present at the meeting may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

3.6 Voting. The Board of Directors shall take action by the affirmative vote of the greater of (i) a majority of the directors present at any duly held meeting at the time the action is taken or (ii) a majority of the minimum proportion or number of directors that would constitute a quorum for the transaction of business at the meeting, except when a different vote is required by law, the Articles of Incorporation, or these Bylaws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the director is not present at the meeting, consent or objection to a proposal does not constitute presence for purposes of determining a quorum, but consent or objection shall be counted as a vote of a director present at the meeting in favor of or against the proposal and shall be entered in minutes or other record of action at the meeting, if the proposal acted upon at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

3.7 Vacancies and Newly Created Directorships. Any vacancy occurring on the Board of Directors resulting from the death, resignation, removal, or disqualification of a director, may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors may be less than a quorum. In addition, any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Each director elected by the Board of Directors to either fill a vacancy or a newly created directorship shall hold office until a qualified successor is elected by the shareholders at the next regular or annual meeting of the shareholders.

3.8 Removal of Directors. Any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of the proportion or number of the voting power of the shares entitled to vote for the election of such director unless cumulative voting is permitted, in which case the affirmative vote required to remove a director shall be the larger number required by law. The shareholders may elect new directors at the same meeting at which directors are removed.

In addition, any director may be removed at any time, with or without cause, by the other members of the Board of Directors if (i) the director was appointed by the board to fill a vacancy; (ii) the shareholders have not elected directors in the interval between the time of the appointment and the time of removal; and (iii) a majority of the remaining directors present affirmatively vote to remove the director, even though said remaining directors may be less than a quorum.

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3.9 Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then holding office.

3.10 Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation may participate in a meeting of the Board by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other. Such participation in a meeting pursuant to this Section 3.10 shall constitute presence in person at such meeting. Meetings held pursuant to this Section 3.10, however, are still subject to the notice, quorum, and voting requirements as provided in Sections 3.4, 3.5 and 3.6.

3.11 Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more directors. Such committees shall have the authority of the Board of Directors in the management of the business of the corporation only to the extent provided in the resolution.

In other matters of procedure, the provisions of these Bylaws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors. This shall include, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

ARTICLE 4. Officers

4.1 Number and Qualification. The officers of the corporation shall consist of one or more natural persons elected or appointed by the Board of Directors exercising the functions of the offices, however designated, of President and Secretary. The Board of Directors may also elect or appoint such other officers and assistant officers as it may deem necessary for the operation and management of the corporation. Except as provided in these Bylaws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may be, but need not be, directors of the corporation. Any number of offices, except the offices of President and Secretary, may be held by the same person.

4.2 Term of Office. An officer shall hold office until a successor shall have been duly elected, unless prior thereto such officer shall have resigned or been removed from office as hereinafter provided.

4.3 Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the directors present. Any vacancy in an office of the corporation shall be filled by action of the Board of Directors.

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4.4 Chief Executive Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the chief executive officer shall have general active management of the business of the corporation, in the absence of the Chairperson of the Board or if the office of Chairperson of the Board is vacant, shall preside at meetings of the shareholders and Board of Directors, shall see that all orders and resolutions of the Board of Directors are carried into effect, shall sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation, these Bylaws, or the Board of Directors to some other officer or agent of the corporation, may maintain records of and certify proceedings of the Board of Directors and shareholders, and shall perform such other duties as may from time to time be prescribed by the Board of Directors.

4.5 Chief Financial Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the chief financial officer shall keep accurate financial records for the corporation, shall deposit all moneys, drafts, and checks in the name of and to the credit of the corporation in such banks and depositories as the Board of Directors shall designate from time to time, shall endorse for deposit all notes, checks, and drafts received by the corporation as ordered by the Board of Directors, making proper vouchers therefore, shall disburse corporate funds and issue checks and drafts in the name of the corporation as ordered by the Board of Directors, shall render to the chief executive officer and the Board of Directors, whenever requested, an account of all such officer’s transactions as chief financial officer and of the financial condition of the corporation, and shall perform such other duties as may be prescribed by the Board of Directors or the chief executive officer from time to time.

4.6 Chairperson of the Board. The Board of Directors may elect a Chairperson of the Board who, if elected, shall preside at all meetings of the shareholders and of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

4.7 President. Unless otherwise determined by the Board of Directors, the President shall be the chief executive officer of the corporation. If an officer other than the President is designated chief executive officer, the President, if any, shall have such powers and perform such duties as the Board of Directors or the chief executive officer may prescribe from time to time.

4.8 Vice President(s). The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the Board of Directors or the chief executive officer may prescribe from time to time. In the absence of the President or in the event of the President’s death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

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4.9 Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. The Secretary shall keep the stock books of the corporation, when so directed by the Board of Directors or other person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors, and shall also perform such other duties and have such other powers as the Board of Directors or the chief executive officer may prescribe from time to time.

4.10 Treasurer. Unless otherwise determined by the Board of Directors, the Treasurer shall be the chief financial officer of the corporation. If an officer other than the Treasurer is designated chief financial officer, the Treasurer, if any, shall have such powers and perform such duties as the Board of Directors or the chief executive officer may prescribe from time to time.

4.11 Delegation. Unless prohibited by a resolution approved by the affirmative vote of a majority of the directors present, an officer elected or appointed by the Board of Directors may, without the approval of the Board of Directors, delegate some or all of the duties and powers of such person’s office to other persons.

ARTICLE 5. Certificates and Ownership of Shares

5.1 Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Connecticut, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series and par value, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors.

Such certificates shall be signed by any two officers of the corporation. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such officer of the corporation may be a facsimile signature. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified.

If the Articles of Incorporation establish more than one class or series of shares or authorize the Board of Directors to establish classes or series of shares, all certificates representing such shares shall set forth on the face or back of the certificate or shall state that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class or series authorized to be issued, so far as they have been determined, and the authority of the Board of Directors to determine the relative rights and preferences of subsequent classes or series.

8

All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new certificate may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

5.2 Transfer of Shares. The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by such holder’s legal representative, who shall furnish proper evidence of authority to transfer, or by such holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

5.3 Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then holding office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE 6. Contracts, Transactions with Directors and Others, Checks, and Deposits

6.1 Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

6.2 Transactions with Directors and Others Loans. A contract or transaction between the corporation and a director or a member of his or her immediate family, or between the corporation and any other corporation, firm or other organization in which a director and members of his immediate family have an interest, shall not be voidable, and such director shall not incur any liability, merely because such director is a party thereto or because of such family relationship or interest, if: (1) Such family relationship or such interest, if it is a substantial interest, is fully disclosed, and the contract or transaction is not unfair to the corporation and is authorized by (i) directors or other persons who have no substantial interest in such contract or transaction in such a manner as to be effective without the vote, assent or presence of the director concerned or (ii) the written consent of all of the directors who have no substantial interest in such contract or transaction, whether or not such directors constitute a quorum of the board of directors; or (2) such family relationship or such interest, if it is a substantial interest, is fully disclosed, and the contract or transaction is approved by the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote thereon; or (3) the contract or transaction is not with the director or a member of his immediate family and any such interest is

9

not substantial, subject, however, to the provisions of Section 33-323(a) of the Connecticut Business Corporations Act; or (4) the contract or transaction is fair as to the corporation.

6.3 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

6.4 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE 7. Miscellaneous.

7.1 Dividends. The Board of Directors from time to time may declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

7.2 Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the corporation, for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation. The Board of Directors may modify or abolish any such reserve.

7.3 Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors.

7.4 Amendments. Except as limited by the Articles of Incorporation and subject to the power of the shareholders to amend or repeal these Bylaws, these Bylaws may be amended or repealed by the Board of Directors. Any notice of a meeting at which amendment of these Bylaws is to be considered shall include notice of such proposed action.

7.5 Shareholder Agreements. In the event of any conflict or inconsistency between these Bylaws, or any amendment thereto, whenever adopted, and the terms of any shareholder control agreement as defined in Connecticut Statutes Section 302A.457 (or similar provision of future law), the terms of such shareholder control agreement shall control.

*** **

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CERTIFICATION

The undersigned, Secretary of REM-Connecticut Community Services, Inc. a Connecticut corporation, does hereby certify that the foregoing Bylaws are the Bylaws adopted for the corporation by its Board of Directors by unanimous written consent dated the 22 day of December, 1997.

/s/ Craig R. Miller

Secretary

11

EX-3.63

Exhibit 3.63

ARTICLES OF INCORPORATION

OF

M-R SERVICES, INC.

We, the undersigned, for the purpose of forming a corporation under the laws of the State of Minnesota, do hereby associate ourselves as a body corporate and do hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be M-R SERVICES, INC.

ARTICLE II

This corporation has been formed for general business purposes.

ARTICLE III

This corporation shall have all the powers granted or available under the laws of the State of Minnesota and laws amendatory thereof and supplementary thereto, including but not limited to the following:

1.The power to acquire, own, pledge, dispose of and deal in shares of capital stock, rights, bonds, debentures, notes, trust receipts and other securities, obligations, chooses in action and evidences of indebtedness or interest issued or created by any corporation (including this corporation), associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government or by any state, territory, province, municipality or other political subdivision or by any governmental agency, domestic or foreign, and as owner thereof to possess and exercise all the rights, powers

and privileges of ownership, including the right to execute consents and vote thereon and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

2.The power to aid in any manner any corporation, association, firm or individual, any of whose securities, evidences of indebtedness, obligations or stock are held by the corporation directly or indirectly, or in which, or in the welfare of which, the corporation shall have any interest, and to guarantee securities, evidences of indebtedness and obligations of other persons, firms, associations and corporations.

3.The power to carry out all or any part of the purposes of this corporation as principal or agent, or in conjunction, or as a partner or member of a partnership, syndicate or joint venture or otherwise, and in any part of the world to the same extent and as fully as natural persons might or could do.

ARTICLE IV

The duration of this corporation shall be perpetual.

ARTICLE V

The location and post office address of this corporation’s registered office in this state shall be 2765 Vernon Avenue South, St. Louis Park, MN 55416.

ARTICLE VI

The minimum amount of stated capital with which this corporation will begin business shall be not less than One Thousand Dollars ($1,000.00).

Frederick J. Gerhart	300 Roanoke Building
	Minneapolis, Minn. 55402
David T. Bennett	300 Roanoke Building
	Minneapolis, Minn. 55402
Andrew C. Selden	300 Roanoke Building
	Minneapolis, Minn. 55402

ARTICLE IX

The management of this corporation shall be vested in a Board of Directors. The Board of Directors of this corporation shall consist of three (3) directors or such other number of directors as may be permitted by law and as shall be provided in the By-Laws of this corporation or as determined by the shareholders at each annual meeting or any special meeting of the shareholders called for that purpose.  The names and post office addresses of the first Board of Directors of this corporation are as follows:

Robert E. Miller	2765 Vernon Avenue South
	St. Louis Park, Minn. 55416
Thomas E. Miller	2765 Vernon Avenue South
	St. Louis Park, Minn. 55416
Craig R. Miller	2765 Vernon Avenue South
	St. Louis Park, Minn. 55416

Each such director shall serve until the first annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office.

ARTICLE X

The authority to make and alter the By-Laws of this corporation is hereby vested in the Board of Directors of this corporation

to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to repeal or alter such By-Laws.

Authority is hereby conferred upon and vested in the Board of Directors of this corporation to accept or reject subscriptions for shares of its capital stock, whether such subscriptions be made before or after its incorporation.  The Board of Directors shall have the authority to issue shares of stock and securities of the corporation to the full amount authorized by these Articles of Incorporation, and shall have the authority to grant and issue rights to convert securities of the corporation into shares of stock of the corporation, options to purchase shares or securities convertible into shares, warrants, and other such rights or options, and to fix the terms, provisions and conditions of such rights, options and warrants, including the option price or prices at which shares may be purchased or subscribed for and the conversion basis or bases of such rights, options and warrants.

ARTICLE XI

The shareholders of this corporation may, by a majority vote of all shares issued, outstanding and entitled to vote:

1.Authorize the Board of Directors to sell, lease, exchange or otherwise dispose of all, or substantially all, of its property and assets, including its good will, upon such terms and conditions and for such considerations, which may be money, shares, bonds, or other instruments for the payment of money or other property,

as the Board of Directors deems expedient and in the best interests of the corporation;

2.Amend the Articles of Incorporation of this corporation for any reason or lawful purpose, and in the event that any such amendment adversely affects the rights of holders of shares of different classes, the affirmative vote of a majority of each such class shall be sufficient to adopt the amendment; and

3.Adopt and approve an agreement of merger or consolidation presented to them by the Board of Directors.

IN TESTIMONY WHEREOF, we have hereunto set our hands this 11^th day of August, 1975.

/s/ Frederick J. Gerhart

Frederick J. Gerhert

/s/ David T. Bennett

David T. Bennett

/s/ Andrew C. Selden

Andrew C. Selden

STATE OF MINNESOTA	)
	) SS.
COUNTY OF HENNEPIN	)

On this 11^th day of August, 1975, before me, a Notary Public within and for said Country, personally appeared Frederick J. Gerhart, David T. Bennett and Andrew C. Selden, to me known to be the persons named in and who executed the foregoing Articles of Incorporation, and who acknowledged that they executed the same as their free act and deed.

/s/ LaVonne A. Erickson

Notary Public, Hennepin County, Minn.

My commission expires:

CERTIFICATE OF CHANGE OF REGISTERED OFFICE

BY

M - R SERVICES, INC.

We, Robert E. Miller and Craig R. Miller respectively the President and Secretary of M & R Services, Inc. a Minnesota corporation organized under or subject to the provisions of Chapter 301, Minnesota Statutes, hereby certify that the following resolutions were adopted by the Board of Directors of said corporation on the 28 day of December, 1977:

“RESOLVED, That the registered office in this State be changed from 2765 Vernon Avenue South
in the City of St. Louis Park, County
of Hennepin to 2311 Pillsbury Avenue South
in the City of Minneapolis County of Hennepin.”

“RESOLVED, That the effective date of the change of registered office shall be the date of the filing hereof with the Secretary of State of Minnesota.”

“RESOLVED FURTHER, That the President and the Secretary of this corporation be and are hereby authorized and directed to make, execute and acknowledge a certificate embracing the foregoing resolutions and to cause such certificate to be filed in accordance with the provisions of Chapter 301, Minnesota Statutes.”

/s/ Robert E. Miller

President

/s/ Craig R. Miller

Secretary

THOMAS E MILLER	STATE OF MINNESOTA
[ILLEGIBLE]	DEPARTMENT OF STATE
Subscribed and Sworn to before me this [ILLEGIBLE] day	FILED
of December, 1977.	JAN 1, 1977
/s/ Thomas Miller	[ILLEGIBLE]
	Secretary of State

2Q574 H-53,778

CERTIFICATE OF CHANGE OF REGISTERED OFFICE

BY

M-R SERVICES, INC.

(name of corporation)

Pursuant to Minnesota Statutes Section 301.33 or 317.19, the undersigned,			Thomas Miller,	hereby certifies that the
			(name)
Board of Directors of	M-R Services, Inc.,	a Minnesota corporation, has resolved to change the corporation’s registered office
	(name of corporation)
from:

2311 Pillsbury Avenue South,	Minneapolis,	Hennepin,	55404
(no. & street)	(City)	(County)	(zip)
	to
6921 York Avenue South,	Edina,	Hennepin,	55435
(no. & street)	(City)	(County)	(zip)

The effective date of the change will be the 1st day of January, 1980 or the day of filing of this certificate with the Secretary of State, whichever is later.

DATED	8-7-80	SIGNED	/s/ Thomas Miller
			Vice President
			(title or office)

For Use by Secretary of State - Receipt Number [ILLEGIBLE]	For Use By Secretary of State - File Data
	STATED [ILLEGIBLE]

PLEASE READ DIRECTIONS ON REVERSE SIDE BEFORE COMPLETING

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

M-R SERVICES, INC.

We, the undersigned, Robert E. Miller, as President and Craig R. Miller, as Secretary of M-R SERVICES, INC., a corporation organized and existing under the laws of the State of Minnesota, do hereby certify that by written resolution of the shareholders dated April 28^th, 1982, it was unanimously resolved by such shareholders that the Articles of Incorporation of the corporation be amended in accordance with the following resolution:

RESOLVED, That the name of the corporation as stated in the Articles of Incorporation of this corporation be, and the same hereby is, changed, and the name of this corporation shall be REM CONSULTING & SERVICES, INC.

FURTHER RESOLVED, That the President and Secretary of this corporation be, and they hereby are, authorized and directed to make, execute and acknowledge a Certificate of Amendment embracing the foregoing resolution and to cause such Certificate of Amendment to be filed and recorded in the manner required by law.

IN WITNESS WHEREOF, We have hereunto subscribed our names as officers of the corporation pursuant to the foregoing resolution this 28 day of April, 1982.

/s/ Robert E. Miller

Robert E. Miller

/s/ Craig R. Miller

Craig R. Miller

STATE OF MINNESOTA	)
	) SS.	ACKNOWLEDGMENT
COUNTY OF HENNEPIN	)

On this 28 day of April, 1982, before me, a Notary Public within and for said County, personally appeared Robert E. Miller and Craig R. Miller, to me known to be the persons who executed the foregoing Certificate of Amendment of Articles of Incorporation, who, being by me each duly sworn, did say, the said Robert E. Miller, that he is the President, and the said Craig R. Miller, that he is the Secretary of M-R SERVICES, INC., the corporation named in the foregoing Certificate of Amendment; and declared that they executed said Certificate of Amendment as the President and Secretary of said corporation by authority of the shareholders of the corporation, and acknowledged that they executed the foregoing Certificate of Amendment as their free act and deed and as the free act and deed of said corporation.

/s/ Linda J. Helleksen

Notary Public

ARTICLES OF AMENDMENT

OF THE ARTICLES OF INCORPORATION OF

REM CONSULTING & SERVICES, INC.

The undersigned, Robert E. Miller, President and Craig R. Miller, Secretary of REM Consulting & Services, Inc., a Minnesota corporation, pursuant to Minnesota Statutes Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on August 13, 1987.

RESOLVED, That the Articles of Incorporation of this corporation be amended by the addition thereto of the following Article XII:

ARTICLE XII

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability under Sections 302A.559 or 80A.23 of the Minnesota Statutes, (iv) liability for any transaction from which the director derived an improper personal benefit, or (v) liability for any act or omission occurring prior to the date when this Article becomes effective.  If Chapter 302A, the Minnesota Business Corporation Act, hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

/s/ Robert E. Miller

Robert E. Miller, President

/s/ Craig R. Miller

Craig R. Miller, Secretary

Subscribed and sworn to

before me this 13 day

of August, 1987.

/s/ Lisa Ellis

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

REM CONSULTING & SERVICES, INC.

I, the undersigned, as Vice President of REM CONSULTING & SERVICES, INC., a Minnesota corporation, do hereby certify that the shareholders of the corporation have unanimously resolved to amend the Articles of Incorporation in accordance with the following resolution(s):

RESOLVED, That Article I of the Articles of Incorporation of the corporation be amended as follows:

ARTICLE I

The name of this corporation shall be REM Consulting & Services, Inc.

FURTHER RESOLVED, That Douglas V. Miller, the Vice President of this corporation, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution(s) and to cause such Articles of Amendment to be filed with the office of the Secretary of State of the State of Minnesota.

I FURTHER CERTIFY that the foregoing amendment has been adopted pursuant to chapter 302A, Minnesota Statutes.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 23^rd day of December, 1999.

/s/ Douglas V. Miller

EX-3.64

Exhibit 3.64

BY-LAWS

OF

M-R SERVICES, INC.

ARTICLE I

Offices

Section 1. Principal Office. The principal office of the corporation shall be in the County of Hennepin, Minnesota.

Section 2. Registered Office.  The address of the registered office of the corporation is 300 Roanoke Building, Minneapolis, Minnesota. The registered office need not be identical with the principal office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such other places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal office in Hennepin County, Minnesota, unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the written notice of meeting.

Section 2. Annual Meeting. The annual meeting of the shareholders of this corporation shall be held on the 1st Monday in August of each year or on such other date during the calendar year as may be designated by the Board of Directors in the written notice of meeting which written notice of meeting shall designate the time of meeting and the place of meeting if other than the Company’s principal office. At the annual meeting the shareholders shall elect a Board of Directors and transact such other business as may be properly brought before the meeting. If an annual meeting is not held during any calendar year, or if the directors are not elected thereat, the directors may be elected at a special meeting of the shareholders called for that purpose which special meeting shall be called upon the demand of any shareholder entitled to vote, which demand for and call of said special meeting shall be in accordance with the provisions of Section 3 of this Article relating to demands for call of a special meeting of shareholders.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the President and, in his absence, by the Vice-President, or by the Board of Directors or any two or more members thereof, or in the manner hereinafter provided by one or more shareholders holding not less than one tenth of the voting power of the shareholders. Upon request, in writing, by registered mail or delivered in person to the President, Vice President or Secretary, by any person or persons entitled to call a meeting of shareholders, it shall be the duty of such officer forthwith to cause notice to be given to the shareholders entitled to vote, of a meeting to be held at such time as such officer shall fix, not less than ten (10) nor more than sixty (60) days after the receipt of such request. The officer shall not fix upon a date which unduly delays the meeting or shall have the effect of defeating the purpose of the meeting. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting.

Section 4. Notice of Meetings. Written notice of the annual meeting stating the time and place thereof shall be given to each shareholder of record entitled to vote at such meeting at least ten (10) days prior to the date of such annual meeting. Written notice of all special meetings of shareholders stating the time, place and purposes thereof shall also be given to each shareholder of record entitled to vote at such meeting at least five (5) days before the date fixed for such meeting. All notices of meeting shall be mailed to each shareholder at his address as it appears on the stock transfer books of the corporation and shall be deemed delivered when so deposited in the United States mail, with postage thereon prepaid. Notices given by telegram shall be deemed to be delivered when the telegram is delivered to the telegraph company properly addressed and prepaid. Any shareholder may waive notice of any meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital

stock held by such shareholder, but no proxy shall be entitled to vote after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Every proxy shall be in writing (which shall include telegraphing cabling or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the time of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. When a quorum is present at any meeting, the vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation or these By-Laws a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 8. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders of record entitled to vote as of the date of such resolution.

ARTICLE III

Directors

Section 1. General Powers. The business and the property of the corporation shall be managed and controlled by its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of the Articles of Incorporation, these By-Laws and all applicable law.

Section 2. Number, Tenure and Qualification. The number of directors (not less than three (3)) which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at the annual meeting of shareholders, except as provided in Section 7 of this Article, and shall hold office until the next annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office. Directors need not be shareholders.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. Other regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, or in his absence, by the Vice-President, or

shall be called by the Secretary on the written request of any two (2) directors. The person or persons authorized to call special meetings may fix the time and place, either within or without the State of Minnesota, for any such special meeting.

Section 5. Notice of Meetings. Ten (10) days’ written notice of the annual meeting of directors and of all regular meetings of directors shall be given to all directors. Such notices shall be deemed delivered when deposited in the United States mail properly addressed, with postage thereon prepaid.

Two (2) days’ written notice of all special meetings of the Board of Directors shall be given to each director. In the event that notice is given by mail, such notice shall be mailed at least four (4) days prior to the special meeting and shall be deemed delivered when deposited in the United States mail properly addressed, with postage thereon prepaid.

Notices given by telegram shall be deemed to be delivered when the telegram is delivered to the telegraph company properly addressed and prepaid.

Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless his attendance is for the express purpose of objecting to the transaction of business on grounds that the meeting is not lawfully called or convened.

Section 6. Quorum and Voting. A majority of the directors then in office shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as to any question upon which any different or greater vote is required by the Articles of Incorporation, these By-Laws or Minnesota statutes.

Section 7. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office even though said remaining directors may be less than a quorum; any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a two-thirds vote of the directors serving at the time of such increase; or said vacancy or newly created directorship may be filled by resolution of the shareholders at any annual meeting or at any special meeting called for that purpose. Unless a prior vacancy occurs by reason of his death, resignation or removal from office, any director so elected shall hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified.

Section 8. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of

the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting a successor or successors may be elected by the vote of the holders of the majority of the shares having voting power present in person or represented by proxy, or if any such vacancy is not so filled, it as provided in Section 7 of this Article.

Section 9. Executive Committee. The Board of Directors may, by unanimous resolution of all directors then in office, appoint an Executive Committee of three or more directors to meet and act on behalf of the Board of Directors between meetings of the Board. The Executive Committee shall advise with and aid the officers of the corporation in all matters concerning the management of its business, and between meetings of directors the Executive Committee shall possess and may exercise all the powers of the Board of Directors with reference to the conduct of the business of the corporation, except the power to fill vacancies in their own membership, which vacancies shall be filled by the Board of Directors. The Executive Committee shall meet at stated times or on notice to all members. It shall fix its own rules of procedure. A majority of the committee shall constitute a quorum but the affirmative vote of a majority of the whole committee shall be necessary on every item of business. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 10. Other Committees. The Board of Directors may appoint such other committees and delegate to such committees such powers and responsibilities as it may from time to time deem appropriate.

Section 11. Action in Writing. Any action which might be taken may be filled by the directors at a meeting of the Board of Directors or of a lawfully constituted executive committee thereof may be taken without a meeting if such action is taken in writing and signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 12. Meeting by Means of Conference Telephone. Members of the Board of Directors of the corporation, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall include a President, one or more Vice-Presidents, a Secretary and a Treasurer. The Board of Directors may also appoint such other officers and assistant

officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties and compensation of all officers. Officers may, but need not, be directors of the corporation.

Section 2. Election and Term of Office. Officers shall be elected at each annual meeting of the Board of Directors and shall hold office at the pleasure of the Board. An officer shall hold office until his successor shall have been duly elected unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors may be removed with or without cause at any time by the vote of a majority of the Board of Directors. Any vacancy in any office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice-Presidents. The Vice-President, or Vice-Presidents in case there are more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President or in the event there be more than one Vice-President, the Vice-Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election, shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and record all votes and the minutes of all proceedings of the Board of Directors and of the shareholders in a book to be kept for that purpose. He shall keep the stock books of the corporation and shall have the custody of its corporate seal and attest the same when properly authorized to do so. He shall give or cause to be given notice of all meetings of the shareholders and of special meetings of the Board of Directors, and shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate account of all receipts and disbursements in books belonging to the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office for the term established by the Board of Directors and shall have such powers, perform such duties and be responsible to such other officer as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates of Stock

Section 1. Certificates. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice-President, Secretary or Assistant Secretary may be a facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates, shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. The seal of the corporation or a facsimile thereof may, but need not, be affixed to certificates of stock. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for such shares to the corporation or the transfer agent of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all

purposes.

ARTICLE VI

Contracts, Loans, Checks and Deposits

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VII

Indemnification

Section 1. Indemnification. The corporation acting through its Board of Directors, or as otherwise provided in this By-Law, shall as fully as may be permitted from time to time by the statutes and decisional law of the State of Minnesota or by any other applicable rules or principles of law indemnify each officer of the corporation against the expense of any action to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was an officer of the corporation. Any provision in these By-Laws which would prevent the indemnification of an officer to the full extent permitted by law as it may from time to time be expanded by statute, decision of court or otherwise, shall be deemed amended to conform to such expanded right of indemnification without formal action by the Board of Directors or shareholders.

Section 2. Definitions. As used in this By-Law: (i) The term officer means any person who is, was or may hereafter be a director, officer, employee or agent of this corporation or, at the request of this corporation, of any other corporation or of any partnership, joint venture, trust or other enterprise and the rights of indemnification under this By-Law shall inure to the benefit of the heirs, executors and administrators of any of

such persons, (ii) the term action means any threatened, pending or completed action, suit or proceeding, wherever brought, whether civil, criminal, administrative or investigative including those by or in the right of the corporation and whether or not involving an act or omission of an officer in his capacity as such and whether or not he is an officer at the time of such action, and (iii) the term expenses of any action shall include attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with an action.

Section 3. Standard of Conduct. An officer shall be indemnified with respect to any action (other than an action by or in the right of the corporation to procure a judgment in its favor) 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 if it is a criminal action, he had no reasonable cause to believe his conduct was unlawful. If the action be one by or in the right of the corporation to procure a judgment in its favor, then in addition to the requirements of the preceding sentence, an officer shall be indemnified only if he is not adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation or if he is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, then he shall be indemnified only to the extent that the court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. If he is successful on the merits or otherwise in defense of any action, an officer shall be indemnified for expenses actually and reasonably incurred by him in connection with such action. In all other cases (other than an action in which the officer is successful on the merits or otherwise in defense of such action or in an action by or in the right of the corporation to procure a judgment in its favor where the officer has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation), an officer shall be indemnified, unless ordered by a court, only as authorized in the specific case upon a determination that indemnification of the officer is proper in the circumstances because he has met the applicable standard of conduct set forth above. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. The determination may be made that he is entitled to indemnification as to some matters even though not so entitled as to others. The termination of any action by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the officer did not act in a manner entitling him to indemnification under this By-Law.

Section 4. Determination of Conduct. Except where an officer is successful on the merits or otherwise in the defense of an action and except where a court determination is required by law for indemnification in an action by or in the right of the corporation, an officer shall first seek a determination that he met the applicable standard of conduct set forth above from the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, or if such a quorum is not obtainable, or,

even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders, it being the belief of this corporation that the best judges of an officer’s conduct are those familiar with the business activities of the corporation. In the event that it is determined that the officer partially or completely failed to meet the applicable standard of conduct, or if no determination is reached within a reasonable time, the officer may apply to the District Court of the State of Minnesota for a determination of his right to indemnification and the result of any prior determination of that right by disinterested directors or by independent legal counsel or by the shareholders shall not be entered into evidence or considered by the court in its independent determination.

Section 5. Expenses Advance. Expenses incurred in defending an action may be paid by the corporation in advance of the final disposition of such action as authorized by the Board of Directors in the manner provided in Section 3 of this ARTICLE VII upon receipt of an undertaking by or on behalf of such officers to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized by law.

Section 6. Nonexclusivity.  The indemnification provided by this By-Law shall not exclude any other right to which an officer may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall not imply that the corporation may not provide lawful indemnification not expressly provided for in this By-Law.

Section 7. Insurance. The corporation may purchase and maintain insurance on behalf of any officer against any liability asserted against him and incurred by him in any such capacity to the full extent as may from time to time be permitted by law.

Section 8. Notice to Shareholders. If an officer is indemnified by the corporation other than by court order or action by the shareholders, the corporation shall, not later than the next annual meeting of shareholders unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the officers paid, the amount paid, and the nature and status of the litigation or threatened litigation at the time of such payment.

ARTICLE VIII.

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

Section 4. Seal. The corporate seal of this corporation shall have engraved thereon the name of the corporation and the words “Minnesota” and “Corporate Seal”.

Section 5. Amendments. Except as limited by the Articles of Incorporation of this corporation, these By-Laws may be altered or amended by the Board of Directors at any regular or special meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*** **

We, the undersigned, President and Secretary respectively of M-R Services, Inc., a Minnesota corporation, do hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 18 day of Sept, 1975.

/s/ Robert E. Miller

President of M-R Services, Inc.

/s/ Craig E. Miller

Secretary of M-R Services, Inc.

EX-3.65

Exhibit 3.65

APPROVED
By	MAS
Date		1-4-88
Amount			75.00

ARTICLES OF INCORPORATION

OF

REM-CONSULTING OF OHIO, INC.

THE UNDERSIGNED, desiring to form a corporation for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, does hereby certify:

FIRST:  The name of said corporation shall be

REM-Consulting of Ohio, Inc.

SECOND:  The place in the State of Ohio where its principal office is to be located is Cleveland, in Cuyahoga County.

THIRD:  The purposes for which it is formed are: To engage in any lawful act oractivity for which corporations may be formed under Chapter 1701 of the Revised Code of Ohio.

FOURTH:  The authorized number of shares of the corporation is Seven Hundred Fifty (750) voting common shares.  The common stock of this corporation shall have a par value of one cent per share.

FIFTH:  The amount of stated capital with which the corporation will begin business is One Thousand Dollars ($1,000.00).

SIXTH:  The following provisions are hereby agreed to for the purpose of defining, limiting and regulating the exercise of the authority of the corporation, or of the directors, or of all of the shareholders:

The board of directors is expressly authorized to set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose or to abolish any such reserve in the manner in which it was created, and to purchase on behalf of the corporation any shares issued by it to the extent of the surplus of the aggregate of its assets over the aggregate of its liabilities plus stated capital.

The corporation may in its regulations confer powers upon its board of directors in addition to the powers and authorities conferred upon it expressly by Sections 1701.01 et seq. of the Revised Code of Ohio.

Any meeting of the shareholders or the board of directors may be held at any place within or without the State of Ohio in the manner provided for in the regulations of the corporation.

Any amendments to the articles of incorporation may be made from time to time, and any proposal or proposition requiring the action of shareholders may be authorized from time to time by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation.

SEVENTH:  The corporation reserves the right to amend, alter, change or repeal any provision contained in its articles of incorporation, in the manner now or hereafter prescribed by Sections 1701.01 et seq. of the Revised Code of Ohio, and all rights conferred upon shareholders herein are granted subject to this reservation.

2

Shareholders shall have no rights, preemptive or otherwise, to acquire anypart of any unissued shares or other securities of this corporation before the corporation may offer them to other persons.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 18th day of December, 1987.

/s/ Ellen W. McVeigh

Ellen W. McVeigh

2432y

3

[ILLEGIBLE]

Prescribed by Sherrod Brown

Secretary of State

                          CONSENT FOR USE OF SIMILAR NAME

On the 16th day of December , 1987,
the BOARD OF DIRECTORS (TRUSTEES) OF					REM Consulting & Services, Inc.
					(Name of Corporation giving Consent)
				(Charter or License No.)		FL699853
pased the following resolution:
RESOLVED, that			REM Consulting & Services, Inc.
			(Name of Corporation giving Consent)
gives it consent to		REM-Consulting of Ohio, Inc.
to use the name	REM-Consulting of Ohio, Inc.

Date	12-16-87	Signed	/s/ Craig R. Miller
			Secretary or Assistant Secretary of
			Consenting Corporation
			Craig R. Miller
			CONSENT

NOTE:This document MUST BE SIGNED by the SECRETARY or ASSISTANT SECRETARY of the consenting corporation, pursuant to Section 1701.05(A) of the Ohio Revised Code.

14th Floor State Office Tower Columbus, Ohio 43215 614/466.3910

[ILLEGIBLE]

Prescribed by Sherrod Brown

Secretary of State

[SEAL] Original Appointment of Statutory Agent

The undersigned being at least a majority of the incorporators of							REM–Consulting of Ohio, Inc.
							(Name of Corporation)
		hereby appoint			C T CORPORATION SYSTEM					to be statutory agent
					(Name of Agent)
upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served.
The complete address of the agent is :				[ILLEGIBLE] Superior Avenue N. E.
				(Street)
Cleveland			Cuyahoga					County, Ohio	44144
(City or Village)									(Zip Code)
Date:	December 18, 1987					/s/ Ellen W. McVeigh
						(Incorporator)
						Ellen W. McVeigh
						(Incorporator)
						(Incorporator)

Instructions

1)Profit and non-profit articles of incorporation must be accompanied by an original appointment of agent. R.C. 1701.04(C), 1702.04(C).

2)The statutory agent for a corporation may be (a) a natural person who is a resident of Ohio, or (b) an Ohio corporation or a foreign profit corporation licensed in Ohio which has a business address in this state and is explicitly authorized by its articles of incorporation to act as a statutory agent. R.C. 1701.07(A), 1702.06(A).

3)The agent’s complete street address must be given; a post office box number is not acceptable. R.C. 1701.07(C), 1702.06(C).

4)An original appointment of agent form must be signed by at least a majority of the incorporators of the corporation. R.C. 1701.07(B), 1702.06(B).

[SEAL]	Prescribed by J. Kenneth Blackwell	Expedite this form
	Please obtain fee amount and mailing instructions from the Forms		o Yes
	Inventory List (using the 3 digit form # located at the bottom of this
	form). To obtain the Forms Inventory List or for assistance, please
	call Customer Service:
	Central Ohio: (614)–[ILLEGIBLE]66-3910   Toll Free:  1-877-SOS-FILE (1-877-767-3453)

CERTIFICATE OF AMENDMENT

BY SHAREHOLDERS TO ARTICLES OF

		REM-Consulting of Ohio, Inc.
(Name of Corporation)
							715598
							(charter number)
Craig R. Miller.						, who is the		Vice President and Secretary
(name)								(title)
of the above named Ohio corporation organized for profit, does hereby certify that: (Please check the appropriate box and complete the appropriate statements.)
o	a meeting of the shareholders was duly called and held on                              , at which meeting a quorum the shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitling them to exercise     % of the voting power of the corporation,
ý	in a writing signed by all the shareholders who would be entitled to notice of a meeting held for that purpose, the
	following resolution to amend the articles was adopted:
	RESOLVED, that Article I of the Articles of Incorporation, of the Corporation, be amended to read as follows:
	ARTICLE I
	The name of this Corporation shall be REM Consulting of Ohio, Inc.
	FURTHER RESOLVED, that this Amendment to the Articles of Incorporation of the Corporation shall be effective as of the 1st day of August, 2000.
IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the corporation, has hereunto
subscribed			his	name on	July 12, 2000
			(his/her)		(date)

Signature :	Craig R. Miller
Title :	Vice President and Secretary

125-AMDS Version: July 15, 1999

1

EX-3.66

Exhibit 3.66

CODE OF REGULATIONS

OF

REM-CONSULTING OF OHIO, INC.

ARTICLE I

Offices

Section 1.  Principal Executive Office. The principal office of the corporation shall be in the City of Cleveland, County of Cuyahoga, Ohio.

Section 2. Registered Office. The location and address of the registered office of the corporation is 815 Superior Avenue, N.E., Cleveland, Ohio. The registered office need not be identical with the principal office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Ohio as the Board Of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at 6921 York Avenue South, Edina, Minnesota, unless some other place for any such meeting within or without the State of Ohio be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held at 6921 York Avenue South, Edina, Minnesota.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation shall be held on an annual basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. When the annual meeting is not held or directors are not elected thereat, they may be elected at a special meeting called for that purpose. At the annual meeting of shareholders, the corporation shall present to the shareholders such statements regarding the financial condition of the corporation as may be required by law or approved by the Board of Directors.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the Chairman of the Board, the President, or by the Vice President in the absence of the President, by the Secretary, by the Board of Directors by action at a meeting, or by a majority of the directors acting without a meeting. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than twenty-five percent (25%) of the voting shares of the corporation by delivering to the President or Secretary a written demand for a special meeting, which demand shall contain the purposes of the meeting. Upon request in writing delivered either in person or by registered mail to the President or Secretary by any persons entitled to call a meeting of shareholders, such officer shall forthwith cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than seven (7) nor more than sixty (60) days after the receipt of such request, as such officer may fix. If such notice is not given within fifteen (15) days after the delivery or mailing of such request, the persons calling the meeting may fix the time of meeting and give notice thereof as provided in Section 4 below, or cause such notice to be given by any designated representative. Within seven (7) days after the receipt of a written demand for a special meeting of shareholders by the President or Secretary, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than sixty (60) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, place and purposes of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, place and purposes thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, shall be given to each shareholder of record entitled to vote at such meeting not less than seven (7) nor more than sixty (60) days prior to the date of such meeting, by or at the direction of the President or the Secretary.

Notices of meeting shall be given to each shareholder entitled thereto by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting, in writing, which

writing shall be filed with or entered upon the records of the meeting. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects prior to or at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall comport with applicable law, shall be a date not earlier than the date on which the record date is fixed, and shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include a telegram or cablegram appearing to have been transmitted by the shareholder appointing such proxy, or a photographic, photostatic, or equivalent reproduction of a writing appointing a proxy), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. Every appointment of a proxy shall be revocable unless such appointment is coupled with an interest or as otherwise provided by law. A revocable appointment of a proxy is not revoked by the death or incompetence of the maker unless notice in writing of such death or incompetency is received from the executor or administrator of the estate of the maker or from the fiduciary having control of the shares with respect to which the proxy was appointed, by the corporation before the vote is taken or the authority granted is

otherwise exercised. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose. Such written action shall be effective when signed by all of the shareholders who would be entitled to such notice or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these Regulations.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be three, provided that where all shares of the corporation are owned of record by one or two shareholders, the number of directors may be less than three but not less than the number of shareholders. Subject to the foregoing, the number of directors which shall constitute the whole Board of Directors may be fixed or changed from time to time at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares which are represented at the meeting and entitled to vote on the proposal, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 7 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders. Provisional directors may be appointed if necessary as provided by applicable law.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, annual meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the Chairman of the Board, the President, any Vice President, or by any two directors, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Ohio, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. Except where a meeting of directors is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, two (2) days’ notice of meetings of the Board of Directors, stating the date, place, and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at 6921 York Avenue South, Edina, Minnesota. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these Regulations for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, in writing, which writing shall be filed with or entered upon the records of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects prior to or at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until quorum is present.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these Regulations.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors or any vacancy may be filled by a majority vote of the directors serving at the time of such increase. Any newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and

qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these Regulations, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors, except that, unless all the directors are removed, no individual director shall be removed if the votes of a sufficient number of shares are cast against his removal that, if cumulatively voted at an election of all the directors, would be sufficient to elect at least one director. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article.

Section 8. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 9. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint a Chairman of the Board, one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these Regulations, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation, except the Chairman of the Board, who shall be a director. Any number of offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the Articles of Incorporation or these Regulations to be executed, acknowledged or verified by two or more officers.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shareholders when present, and shall have the general powers and duties usually vested in a Chairman.

Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when the Chairman of the Board is absent, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 6. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the Chairman, the President or the Board of Directors may from time to time prescribe.

Section 8. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the Chairman, the President or the Board of Directors may from time to time prescribe.

Section 9. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise

the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Ohio, (c) the name of the person to whom it is issued, (d) the number and class of shares, and the designation of the series, if any, that the certificate represents, and (e) on the face or back of the certificate: (1) the express terms, if any, of the shares represented by the certificate and of the other class or classes and series of shares, if any, which the corporation is authorized to issue; or (2) a summary of such express terms; or (3) that the corporation will mail to the shareholder a copy of such express terms without charge within five days after receipt of written request therefore; or (4) that a copy of such express terms is attached to and by reference made a part of such certificate and that the corporation will mail to the shareholder a copy of such express terms without charge within five days after receipt of written request therefore if the copy has become detached from the certificate. All restrictions on the right to transfer shares must be set forth on the face or back of the certificate. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the Chairman of the Board or the President or a Vice President and by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer. If a certificate is countersigned (1) by a transfer agent or an assistant transfer agent or (2) by an incorporated transfer agent or registrar, the signature of any of such officers may be a facsimile, engraved, stamped, or printed. If a person signs or has a facsimile signature placed upon a certificate while an officer of the corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is delivered, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made

only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these Regulations may be altered or amended by the shareholders at a meeting held for such purpose, by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation on such proposal, or may be adopted without a meeting by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power on such proposal.

*** **

The undersigned, Secretary of REM-Consulting of Ohio, Inc., an Ohio corporation, does hereby certify that the foregoing Regulations are the Regulations adopted for the corporation by its shareholders at a meeting held on the 12th day of February, 1988.

/s/ Craig R. Miller

Secretary

EX-3.67

Exhibit 3.67

ARTICLES OF INCORPORATION

OF

JEWELL RESIDENCE CORPORATION

We, the undersigned, for the purpose of forming a corporation under the Minnesota Business Corporation Act, do hereby associate ourselves as a body corporate and do hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be JEWELL RESIDENCE CORPORATION.

ARTICLE II

This corporation has been formed for general business purposes.

ARTICLE III

The corporation shall have all of the powers granted or available under the laws of the State of Minnesota and laws amendatory thereof and supplementary thereto, including but not limited to the following:

1. The power to acquire, own, pledge, dispose of and deal in shares of capital stock, rights, bonds, debentures, notes, trust receipts and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations (including this corporation), associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government or

by any state, territory, province, municipality or other political subdivision or by any governmental agency, domestic or foreign, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

2. The power to aid in any manner any corporation, association, firm or individual, any of those securities, evidences of indebtedness, obligations or stock are held by the corporation directly or indirectly, or in which, or in the welfare of which, the corporation shall have any interest, and to guarantee securities, evidences of indebtedness and obligations of other persons, firms, associations and corporations.

3. The power to carry out all or any part of the purposes of this corporation as principal or agent, or in conjunction, or as a partner or member of a partnership, syndicate or joint venture or otherwise, and in any part of the world to the same extent and as fully as natural persons might or could do.

ARTICLE IV

The duration of this corporation shall be perpetual.

ARTICLE V

The location and post-office address of this corporation’s registered office in this state shall be 6921 York Avenue South, Edina, Minnesota 55435.

ARTICLE VI

The minimum amount of stated capital with which this corporation will begin business shall be not less than one Thousand Dollars ($1,000.00).

ARTICLE VII

The total authorized capital stock of this corporation shall consist of 2,500 shares of common stock having a par value of $10.00 per share. All shares of stock of this corporation may be issued as full or fractional shares. Each outstanding fractional share shall have the rights which are provided in these Articles of Incorporation, the By-Laws of this corporation and the laws of the State of Minnesota to which a full share of such stock is entitled, but in the proportion which such fractional share bears to a full share of such stock.

All shares of common stock shall be equal in every respect. At all meetings of the shareholders, each shareholder of record entitled to vote thereat shall be entitled to one vote for each share (and a fractional vote for and equal to each fractional share) of stock standing in his name and entitled to vote at such meetings. Shareholders shall have no rights of cumulative voting. Shareholders shall not be entitled as a matter of right, preemptive or otherwise, to subscribe or apply for or purchase or receive any part of any unissued stock or other securities of this corporation, or of any stock or other securities issued and thereafter acquired by this corporation.

ARTICLE VIII

The names and post office addresses of the incorporators of this corporation are as follows:

Nancy G. Barber	300 Roanoke Building
	Minneapolis, MN 55402
Jane T. Maas	300 Roanoke Building
	Minneapolis, MN 55402
Richard A. Hackett	300 Roanoke Building
	Minneapolis, MN 55402

ARTICLE IX

The management of this corporation shall be vested in a Board of Directors. The Board of Directors of this corporation shall consist of three (3) directors or such other greater or lesser number of directors as may be permitted by law and as shall be provided in the By-Laws of this corporation or as determined by the shareholders at each annual meeting or any special meeting of the shareholders called for that purpose. The names and post office addresses of the first Board of Directors of this corporation are as follows:

Thomas E. Miller	6921 York Avenue South
	Edina, MN 55433
Craig R. Miller	6921 York Avenue South
	Edina, MN 55433
Douglas V. Miller	6921 York Avenue South
	Edina, MN 55433

Each such director shall serve until the first annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office.

ARTICLE X

The authority to make and alter the By-Laws of this corporation is hereby vested in the Board of Directors of this corporation to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to repeal or alter such By-Laws.

Authority is hereby conferred upon and vested in the Board of Directors of this corporation to accept or reject subscriptions for shares of its capital stock, whether such subscriptions be made before or after its incorporation. The Board of Directors shall have the authority to issue shares of stock and securities of the corporation to the full amount authorized by these Articles of Incorporation, and shall have the authority to grant and issue rights to convert securities of the corporation into shares of stock of the corporation, options to purchase shares or securities convertible into shares, warrants, and other such rights or options, and to fix the terms, provisions and conditions of such rights, options and warrants, including the option price or prices at which shares may be purchased or subscribed for and the conversion basis or bases of such rights, options and warrants.

ARTICLE XI

The shareholders of this corporation may, by a majority vote of all shares issued, outstanding and entitled to vote:

1. Authorize the Board of Directors to sell, lease, exchange or otherwise dispose of all, or substantially all, of its property

and assets, including its good will, upon such terms and conditions and for such considerations, which may be money, shares, bonds, or other instruments for the. payment of money or other property, as the Board of Directors deems expedient and in the best interests of the corporation;

2. Amend the Articles of Incorporation of this corporation for any reason or lawful purpose, and in the event that any such amendment adversely affects the rights of holders of shares of different classes, the affirmative vote of a majority of each such class shall be sufficient to adopt the amendment; and

3. Adopt and approve an agreement of merger or consolidation presented to them by the Board of Directors.

IN TESTIMONY WHEREOF, we have hereunto set our hands this 21^st day of May, 1981.

/s/ Nancy G. Barber

Nancy G. Barber

/s/ Jane T. Maas

Jane T. Maas

/s/ Richard A. Hackett

Richard A. Hackett

STATE OF MINNESOTA	)
	) ss.
COUNTY OF HENNEPIN	)

On this 21st day of May, 1981, before me a Notary Public within and for said County, personally appeared NANCY G. BARBER, JANE T. MAAS, and RICHARD A. HACKETT, to me known to be the persons named in and who executed the foregoing Articles of Incorporation, and who acknowledged that they executed the same as their free act and deed.

/s/ Sharon R. Lennes

Notary Public, Hennepin County, Minn.

My Commission Expires:

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

JEWELL RESIDENCE CORPORATION

We, the undersigned, Thomas E. Miller, as President and Craig R. Miller, as Secretary of Jewell Residence corporation, a corporation organized and existing under the laws of the State of Minnesota, do hereby certify that by written resolution of the shareholders dated 8-30-83, it was unanimously resolved by such shareholders that the Articles of incorporation of the corporation be amended in accordance with the following resolution:

RESOLVED, That the name of the corporation as stated in the Articles of Incorporation of this corporation be, and the same hereby is, changed, and the name of this corporation shall be COUNCIL BLUFFS RESIDENCE, INC.

FURTHER RESOLVED, That the President and Secretary of this corporation be, and they hereby are, authorized and directed to make, execute and acknowledge Articles of Amendment embracing the foregoing resolution and to cause such Articles of Amendment to be filed and recorded in the manner required by law.

IN WITNESS WHEREOF, We have hereunto subscribed our names as officers of the corporation pursuant to the foregoing resolution this 30 day of August, 1983.

/s/ Thomas E. Miller

Thomas E. Miller

/s/ Craig R. Miller

Craig R. Miller

STATE OF MINNESOTA	)
	) ss.	ACKNOWLEDGMENT
COUNTY OF HENNEPIN	)

On this 30 day of August, 1983, before me a notary public within and for said County, personally appeared Thomas E. Miller and Craig R. Miller, to me known to be the persons who executed the foregoing Articles of Amendment of Articles of Incorporation, who, being by me each duly sworn, did say, the said Thomas E. Miller, that he is the President, and the said Craig R. Miller, that he is the Secretary of JEWELL RESIDENCE CORPORATION, the corporation named in the foregoing Articles of Amendment; and declared that they executed said Articles of Amendment as the President and Secretary of said corporation by authority of the shareholders of the corporation, and acknowledged that they executed the foregoing Articles of Amendment as their free act and deed as the free act and deed of said corporation.

/s/ Linda J. Helleksen

Notary Public

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

COUNCIL BLUFFS RESIDENCE, INC.

We, the undersigned, Thomas E. Miller, as President and Craig R. Miller, as Secretary of Council Bluffs Residence, Inc., a corporation organized and existing under the laws of the State of Minnesota, do hereby certify that by written resolution of the shareholders dated March 27, 1984, it was unanimously resolved by such shareholders that the Articles of Incorporation of the corporation be amended in accordance with the following resolution:

RESOLVED, That the name of the corporation as stated in the Articles of Incorporation of this corporation, as amended, be, and the same hereby is, changed, and the name of this corporation shall be REM-COUNCIL BLUFFS, INC.

FURTHER RESOLVED, That the President and Secretary of this corporation be, and they hereby are, authorized and directed to make, execute and acknowledge Articles of Amendment embracing the foregoing resolution and to cause such Articles of Amendment to be filed and recorded in the manner required by law.

IN WITNESS WHEREOF, We have hereunto subscribed our names as officers of the corporation pursuant to the foregoing resolution this 27 day of March, 1984.

/s/ Thomas E. Miller

Thomas E. Miller

/s/ Craig R. Miller

Craig R. Miller

STATE OF MINNESOTA	)
	) ss.	ACKNOWLEDGMENT
COUNTY OF HENNEPIN	)

On this 27 day of March, 1984, before me, a Notary Public within and for said County, personally appeared Thomas E. Miller and Craig R. Miller, to me known to be the persons who executed the foregoing Articles of Amendment of Articles of Incorporation, who, being by me each duly sworn, did say, the said Thomas E. Miller, that he is the President, and the said Craig R. Miller, that he is the Secretary of Council Bluffs Residence, Inc., the corporation named in the foregoing Articles of Amendment; and declared that they executed said Articles of Amendment as the President and Secretary of said corporation by authority of the shareholders of the corporation, and acknowledged that they executed the foregoing Articles of Amendment as their free act and deed as the free act and deed of said corporation.

/s/ Linda J. Helleksen

Notary Public

ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
REM-COUNCIL BLUFFS, INC.

The undersigned, Craig R. Miller, President and Secretary of REM-Council Bluffs, Inc., a Minnesota corporation, pursuant to Minnesota Statutes Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on August 13, 1987.

RESOLVED, That the Articles of Incorporation of this corporation be amended by the addition thereto of the following Article XII:

ARTICLE XII

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability under Sections 302A.559 or 80A.23 of the Minnesota Statutes, (iv) liability for any transaction from which the director derived an improper personal benefit, or (v) liability for any act or omission occurring prior to the date when this Article becomes effective. If Chapter 302A, the Minnesota Business Corporation Act, hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

	/s/ Craig R. Miller
Craig R. Miller, President
and Secretary

Subscribed and sworn to

before me this 13 day

of August, 1987.

/s/ Lisa Ellis

ARTICLES OF MERGER

OF

COUNCIL BLUFFS PROPERTIES, INC.,
a Minnesota corporation

into
REM-COUNCIL BLUFFS. INC.,
a Minnesota corporation

TO THE SECRETARY OF STATE OF THE STATE OF MINNESOTA:

Pursuant to the provisions of Section 302A.615 of the Minnesota Business Corporations Act, the undersigned corporations adopt the following Articles of Merger:

1.The Plan of Merger set forth as Exhibit A hereto is hereby incorporated herein by reference and made a part hereof.

2.The Plan of Merger has been approved by each corporation pursuant to Chapter 302A of the Minnesota Business Corporations Act.

Dated: January 13, 1992	COUNCIL BLUFFS PROPERTIES, INC
		/s/ Thomas E. Miller
			Its President

Dated: January 13, 1992	REM-COUNCIL BLUFFS, INC.
		/s/ Thomas E. Miller
			Its President

EXHIBIT A

PLAN OF MERGER

Plan of Merger (hereinafter referred to as the “Plan”), dated January 13, 1992, for the merger of COUNCIL BLUFFS PROPERTIES, INC., a Minnesota corporation (the “Merged Corporation”), into REM-COUNCIL BLUFFS, INC., a Minnesota corporation (the “Surviving Corporation”). (The Merged and Surviving Corporations may be collectively referred to as “Constituent Corporations”.)

WITNESSETH:

WHEREAS, Surviving Corporation is a corporation duly organized and existing under the laws of the State of Minnesota, and Merged Corporation is a corporation duly organized and existing under the laws of the State of Minnesota; and

WHEREAS, the Boards of Directors of the Constituent Corporations deem it advisable for the general welfare and advantage of the Constituent Corporations and their respective stockholders that the Constituent Corporations merge into a single corporation pursuant to this Plan, and the Constitutent Corporations respectively desire so to merge pursuant to this Plan and pursuant to the applicable provisions of the laws of the State of Minnesota;

NOW, THEREFORE, the Constituent Corporations shall be merged into a single corporation, REM-Council Bluffs, Inc., a

Minnesota corporation, one of the Constituent Corporations, which shall continue its corporate existence and be the corporation surviving the merger. The terms and conditions of this merger (the “Merger”) and the manner of carrying the same into effect, are as follows:

ARTICLE I

Effective Date of the Merger

The Effective Date of the Merger shall be the date on which Articles of Merger are filed with the Minnesota Secretary of State. Upon the Effective Date of the Merger, the separate existence of the Constituent Corporations shall cease and the Constituent Corporations shall be merged into the Surviving Corporation, REM-Council Bluffs, Inc. as a Minnesota corporation.

ARTICLE II

Governing Laws; Articles of
Incorporation: Authorized Shares

The laws of the State of Minnesota shall govern the Surviving Corporation, and the interpretation and enforcement of this Plan. The Articles of Incorporation of REM-Council Bluffs, Inc. shall remain in effect as the Articles of Incorporation of the Surviving Corporation subsequent to the Merger until the same may be further altered or amended in accordance with the provisions thereof.

ARTICLE III

Bylaws: Registered Office

The Bylaws of the Surviving Corporation as of the Effective Date of the Merger shall be the Bylaws of the Surviving Corporation after the Merger, except that Article III, Section 2, is amended as of the Effective Date of the Merger by deleting therefrom the phrase “(not less than three (3))”. The registered office of Surviving Corporation shall be 6921 York Avenue South, Edina, Minnesota 55435 after the Merger.

ARTICLE IV

Directors and Officers

The directors of the Surviving Corporation in office as of the date hereof shall remain the directors of the Surviving Corporation at and after the Effective Date of the Merger until their respective successors shall have been duly elected and qualified. Subject to the authority of the Board of Directors as provided by law and the Bylaws of the Surviving Corporation, the officers of Surviving Corporation at the Effective Date of Merger shall remain the officers of the Surviving Corporation. The officers and directors of the Merged Corporation holding office on the Effective Date shall be deemed to have resigned effective as of the Effective Date.

ARTICLE V

Conversion of Shares in the Merger

The manner of carrying the Merger into effect, and the manner and basis of converting the shares of the Constituent Corporations into shares of the Surviving Corporation or into money or other property are as follows:

5.01. Surviving Corporation’s Common Stock. On the Effective Date of the Merger, all of the issued and outstanding shares of common stock of the Surviving Corporation shall remain issued and outstanding.

5.02 Merged Corporation’s Common Stock. On the Effective Date of the Merger, all of the issued and outstanding shares of common stock of the Merged Corporation shall be automatically, without any action on the part of the holder, cancelled and the Surviving Corporation shall pay the holders of said cancelled previously issued and outstanding shares of common stock of the Merged Corporation $50.00 cash per cancelled share held on the Effective Date of Merger. Thus, the stockholders of the Surviving Corporation shall after the Effective Date of the Merger be the only stockholders of the Surviving Corporation holding the same number of shares of common stock as they did immediately prior to the Merger.

ARTICLE VI

Effect of the Merger

To the full extent permitted by law (and otherwise upon the Effective Date of Merger), the Surviving Corporation shall be deemed, as of January 1, 1992, to have succeeded to and to possess and enjoy all the rights, privileges, immunities, powers, and franchises, both of a public and private nature, of the Constituent Corporations, and all property, real, personal and mixed, including patents, trademarks, tradenames, and all debts due to either of the Constituent Corporations on whatever account, for all things in action or all other rights belonging to either of said corporations; and all said property, rights, privileges, immunities, powers and franchises, and all and every other interest shall be thereafter the property of the Surviving Corporation as effectively as they were of the respective Constituent Corporations, and the title of any real estate vested by deed or otherwise in either of said Constituent Corporations shall not revert or be in any way impaired by reason of the Merger (except that all contracts, including but not limited to leases, of real and personal property, between the Constituent Corporations shall be deemed merged and terminated); provided, however, that all rights of creditors and all liens upon any property of either of said Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens prior to the Merger, and all

debts, liabilities, and duties of said Constituent Corporations, respectively, shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted in the first instance by the Surviving Corporation.

ARTICLE VII

Accounting Matters

To the full extent permitted by applicable accounting policies and procedures and tax and regulatory laws, rules and regulations, as of January 1, 1992 (and otherwise upon the Effective Date of Merger) the assets and liabilities of the Constituent Corporations shall be taken up on the books of the Surviving Corporation at the amounts at which they were carried at that time on the books of the respective Constituent Corporations. The surplus of the Surviving Corporation after the Merger, including any surplus arising in the Merger, shall be available to be used for any lawful purposes for which surplus may be used. Accounting procedures and depreciation schedules and procedures of any Constituent Corporations may be converted to those procedures and schedules selected by the Surviving Corporation.

ARTICLE VIII

Filing of Plan of Merger

Upon adoption and approval of the Plan of Merger by the stockholders of the Constituent Corporations, Articles of Merger shall be executed and delivered to the Secretary of State of the State of Minnesota for filing as provided by the Minnesota Business Corporations Act.

ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
REM-COUNCIL BLUFFS, INC.

I, the undersigned, as Secretary of REM-Council Bluffs, Inc., a Minnesota corporation (the “Corporation”), do hereby certify that on the 24 day of May, 2000, the sole shareholder and directors of the Corporation unanimously resolved to amend the Articles of Incorporation in accordance with the following resolutions:

RESOLVED, that Article I of the Articles of Incorporation of the Corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM Council Bluffs, Inc.

FURTHER RESOLVED, that this amendment to the Articles of Incorporation of the Corporation shall be effective as of the 1st day of August, 2000.

FURTHER RESOLVED, that Craig R. Miller, the Secretary of the Corporation, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution and to cause such Articles of Amendment to be filed with the Secretary of State of the State of Minnesota.

I FURTHER CERTIFY that the foregoing amendment has been adopted pursuant to Minnesota Statues Chapter 302A.

IN WITNESS WHEREOF, I have hereunto subscribed my name effective the 24 day of May, 2000.

/s/ Craig R. Miller

Craig R. Miller, Secreatry

EX-3.68

Exhibit 3.68

BY-LAWS

OF

JEWELL RESIDENCE CORPORATION

ARTICLE I

Offices

Section 1. Principal Office. The principal office of the corporation shall be in the City of Edina, Minnesota.

Section 2. Registered Office. The address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota 55435 The registered office need not be identical with the principal office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such other places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal office in Edina, Minnesota, unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the written notice of meeting.

Section 2. Annual Meeting. The annual meeting of the shareholders of this corporation shall be held on the first Monday in October of each year or on such other date during the calendar year as may be designated by the Board of Directors in the written notice of meeting which written notice of meeting shall designate the time of meeting and the place of meeting if other than the corporation’s principal office. At the annual meeting the shareholders shall elect a Board of Directors and transact such other business as may be properly brought before the meeting. If an annual meeting is not held during any calendar year, or if the directors are not elected thereat, the directors may be elected at a special meeting of the shareholders called for that purpose which special meeting shall be called upon the demand of any shareholder entitled to vote, which demand for and call of said special meeting shall be in accordance with the provisions of Section 3 of this Article relating to demands for call of a special meeting of shareholders.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the President and, in his absence, by the Vice-President, or by the Board of Directors or any two or more members thereof, or in the manner hereinafter provided by one or more shareholders holding not less than one-tenth of the voting power of the shareholders. Upon request, in writing by registered mail or delivered in person to the President, Vice President or Secretary, by any person or persons entitled to call a meeting of shareholders, it shall be the duty of such officer forthwith to cause notice to be given to the shareholders entitled to vote, of a meeting to be held at such time as such officer shall fix, not less than ten (10) nor more than sixty (60) days after the receipt of such request. The officer shall not fix a date which unduly delays the meeting or shall have the effect of defeating the purpose of the meeting. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting.

Section 4. Notice of Meetings. Written notice of the annual meeting stating the time and place thereof shall be given to each shareholder of record entitled to vote at such meeting at least ten (10) days prior to the date of such annual meeting. Written notice of all special meetings of shareholders stating the time, place and purposes thereof shall also be given to each shareholder of record entitled to vote at such meeting at least five (5) days before the date fixed for such meeting. All notices of meeting shall be mailed to each shareholder at his address as it appears on the stock transfer books of the corporation and shall be deemed delivered when deposited in the United States mail, with postage thereon prepaid. Notices given by telegram shall be deemed to be delivered when the telegram is delivered to the telegraph company properly addressed and prepaid. Any shareholder may waive notice of any meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. Any business may be transacted at the meeting held pursuant to the adjournment and at which a quorum shall be present or represented, which might have been transacted at the adjourned meeting. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital

stock held by such shareholder, but no proxy shall be entitled to vote after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Every proxy shall be in writing (which shall include telegraphing, cabling or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the time of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. When a quorum is present at any meeting, the vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation or these By-Laws a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 8. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders of record entitled to vote as of the date of such resolution.

ARTICLE III

Directors

Section 1. General Powers. The business and the property of the corporation shall be managed and controlled by its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of the Articles of Incorporation, these By-Laws and all applicable law.

Section 2. Number, Tenure and Qualification. The number of directors (not less than three (3)) which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders subject to increase by resolution of the Board of Directors. In the absence of a resolution fixing the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at the annual meeting of shareholders, except as provided in Section 7 of this Article, and shall hold office until the next annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office. Directors need not be shareholders.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. Other regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, or in his absence, by the Vice-President, or shall be called by the Secretary on the written request of any two (2) directors. The person or persons authorized to call special meetings may fix the time and place, either within or without the State of Minnesota, for any such special meeting.

Section 5. Notice of Meetings. Ten (10) days’ written notice of the annual meeting of directors and of all regular meetings of directors shall be given to all directors. Such notices shall be deemed delivered when deposited in the United States mail properly addressed, with postage thereon prepaid.

Two (2) days’ written notice of all special meetings of the Board of Directors shall be given to each director. In the event that notice is given by mail, such notice shall be mailed at least four (4) days prior to the special meeting and shall be deemed delivered when deposited in the United States mail properly addressed, with postage thereon prepaid.

Notice given by telegram shall be deemed to be delivered when the telegram is delivered to the telegraph company properly addressed and prepaid.

Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless his attendance is for the express purpose of objecting to the transaction of business on grounds that the meeting is not lawfully called or convened.

Section 6. Quorum and Voting. A majority of the directors then in office shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as to any question upon which any different or greater vote is required by the Articles of Incorporation, these By-Laws or Minnesota statutes.

Section 7. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office even though said remaining directors may be less than a quorum; any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a two-thirds vote of the directors serving at the time of such increase; or said vacancy or newly created directorship may be filled by resolution of the shareholders at any annual meeting or at any special meeting called for that purpose. Unless a prior vacancy occurs by reason of his death, resignation or removal from office, any director so elected shall hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified.

Section 8. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting a successor or successors may be elected by the vote of the holders of the majority of the shares having voting power present in person or represented by proxy, or if any such vacancy is not so filled, it may be filled by the directors as provided in Section 7 of this Article.

Section 9. Executive Committee. The Board of Directors may, by unanimous resolution of all directors then in office, appoint an Executive Committee of three or more directors to meet and act on behalf of the Board of Directors between meetings of the Board. The Executive Committee shall advise and aid the officers of the corporation in all matters concerning the management of its business, and between meetings of directors the Executive Committee shall possess and may exercise all the powers of the Board of Directors with reference to the conduct of the business of the corporation, except the power to fill vacancies in their own membership, which vacancies shall be filled by the Board of Directors. The Executive Committee shall meet at stated times or on notice to all members. It shall fix its own rules of procedure. A majority of the committee shall constitute a quorum but the affirmative vote of a majority of the whole committee shall be necessary on every item of business. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 10. Other Committees. The Board of Directors may appoint such other committees and delegate to such committees such powers and responsibilities as it may from time to time deem appropriate.

Section 11. Action in Writing. Any action which might be taken at a meeting of the Board of Directors or of a lawfully constituted executive committee thereof may be taken without a meeting if such action is taken in writing and signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 12. Meeting by Means of Conference Telephone.  Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall include a President, one or more Vice-Presidents, a Secretary and a Treasurer. The Board of Directors may also appoint such other officers and assistant

officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties and compensation of all officers. Officers may, but need not, be directors of the corporation.

Section 2. Election and Term of Office. Officers shall be elected at each annual meeting of the Board of Directors and shall hold office at the pleasure of the Board. An officer shall hold office until his successor shall have been duly elected unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors may be removed with or without cause at any time by the vote of a majority of the Board of Directors. Any vacancy in any office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice-Presidents. The Vice-President, or Vice-Presidents in case there are more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President or in the event there be more than one Vice-President, the Vice-Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election, shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and record all votes and the minutes of all proceedings of the Board of Directors and of the shareholders in a book to be kept for that purpose. He shall keep the stock books of the corporation and shall have the custody of its corporate seal and attest the same when properly authorized to do so. He shall give or cause to be given notice of all meetings of the shareholders and of special meetings of the Board of Directors, and shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate account of all receipts and disbursements in books belonging to the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office for the term established by the Board of Directors and shall have such powers, perform such duties and be responsible to such other officer as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates of Stock

Section 1. Certificates. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice-President, Secretary or Assistant Secretary may be a facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates, shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. The seal of the corporation or a facsimile thereof may, but need not, be affixed to certificates of stock. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all

purposes.

ARTICLE VI

Contracts, Loans, Checks and Deposits

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VII

Indemnification

Section 1. Indemnification. The corporation acting through its Board of Directors, or as otherwise provided in this By-Law, shall as fully as may be permitted from time to time by the statutes and decisional law of the State of Minnesota or by any other applicable rules or principles of law indemnify each officer of the corporation against the expense of any action to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was an officer of the corporation. Any provision in these By-Laws which would prevent the indemnification of an officer to the full extent permitted by law as it may from time to time be expanded by statute, decision of court or otherwise, shall be deemed amended to conform to such expanded right of indemnification without formal action by the Board of Directors or shareholders.

Section 2. Definitions. As used in this By-Law: (i) The term “officer” means any person who is, was or may hereafter be a director, officer, employee or agent of this corporation or, at the request of this corporation, of any other corporation or of any partnership, joint venture, trust or other enterprise and the rights of indemnification under this By-Law shall inure to the benefit of the heirs, executors and administrators of any of such persons, (ii) the term “action” means any threatened, pending or completed action,

suit or proceeding, wherever brought, whether civil, criminal, administrative or investigative including those by or in the right of the corporation and whether or not involving an act or omission of an officer in his capacity as such and whether or not he is an officer at the time of such action, and (iii) the term “expenses of any action” shall include attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with an action.

Section 3. Standard of Conduct. An officer shall be indemnified with respect to any action (other than an action by or in the right of the corporation to procure a judgment in its favor) 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 if it is a criminal action, he had no reasonable cause to believe his conduct was unlawful. If the action be one by or in the right of the corporation to procure a judgment in its favor, then in addition to the requirements of the preceding sentence, an officer shall be indemnified only if he is not adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation or if he is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, then he shall be indemnified only to the extent that the court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. If he is successful on the merits or otherwise in defense of any action, an officer shall be indemnified for expenses actually and reasonably incurred by him in connection with such action. In all other cases (other than an action in which the officer is successful on the merits or otherwise in defense of such action or in an action by or in the right of the corporation to procure a judgment in its favor where the officer has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation), an officer shall be indemnified, unless ordered by a court, only as authorized in the specific case upon a determination that indemnification of the officer is proper in the circumstances because he has met the applicable standard of conduct set forth above. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. The determination may be made that he is entitled to indemnification as to some matters even though not so entitled as to others. The termination of any action by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the officer did not act in a manner entitling him to indemnification under this By-Law.

Section 4. Determination of Conduct. Except where an officer is successful on the merits or otherwise in the defense of an action and except where a court determination is required by law for indemnification in an action by or in the right of the corporation in which an officer has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, an officer shall first seek a determination that he met the applicable standard of conduct set forth above from the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action,

or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders, it being the belief of this corporation that the best judges of an officer’s conduct are those familiar with the business activities of the corporation. In the event that it is determined that the officer partially or completely failed to meet the applicable standard of conduct, or if no determination is reached within a reasonable time, the officer may apply to the District Court of the State of Minnesota for a determination of his right to indemnification and the result of any prior determination of that right by disinterested directors or by independent legal counsel or by the shareholders shall not be entered into evidence or considered by the court in its independent determination.

Section 5. Expenses Advance. Expenses incurred in defending an action may be paid by the corporation in advance of the final disposition of such action as authorized in the manner provided in Section 3 of this ARTICLE VII upon receipt of an undertaking by or on behalf of the officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized by law.

Section 6. Nonexclusivity. The indemnification provided by this By-Law shall not exclude any other right to which an officer may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall not imply that the corporation may not provide lawful indemnification not expressly provided for in this By-Law.

Section 7. Insurance. The corporation may purchase and asserted against him and incurred by him in any such capacity to the full extent as may from time to time be permitted by law.

Section 8. Notice to Shareholders. If an officer is indemnified by the corporation other than by court order or action by the shareholders, the corporation shall, not later than the next annual meeting of shareholders unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the officers paid, the amount paid, and the nature and status of the litigation or threatened litigation at the time of such payment.

ARTICLE VIII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums maintain insurance on behalf of any officer against any liability as the directors from time to time, in their absolute discretion, deem

proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

Section 4. Seal. The corporate seal of this corporation shall have engraved thereon the name of the corporation and the words “Minnesota” and “Corporate Seal”.

Section 5. Amendments. Except as limited by the Articles of Incorporation of this corporation, these By-Laws may be altered or amended by the Board of Directors at any regular or special meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

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We, the undersigned, President and Secretary respectively of JEWELL RESIDENCE CORPORATION, a Minnesota corporation, do hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 9 day of July, 1981.

/s/ Thomas E. Miller

President of Jewell Residence Corporation

/s/ Craig R. Miller

Secretary of Jewell Residence Corporation

EX-3.69

Exhibit 3.69

ARTICLES OF INCORPORATION

OF

REM Developmental Services, Inc.

Pursuant to the provisions of the Business Corporation Act, the undersigned incorporators submit the following articles of incorporation.

FIRST:The name of the corporation is: REM Developmental Services, Inc.

SECOND:The number of shares the corporation is authorized to issue is: 1,000,000

THIRD:The street address of the corporation’s initial registered office is 55 Gleason Ave., Suite 100, Council Bluffs, Iowa 51503, and the name of the corporation’s initial registered agent at that address is Rick Jones.

FOURTH:The name and address of each incorporator is:

Nancy Roetman Menzel	3400 City Center, 33 S. 6th, Mpls., MN
Nancy G. Barber Walden	3400 City Center, 33 S. 6th, Mpls., MN

FIFTH:The names and addresses of the persons who are to serve as initial directors are:

Thomas E. Miller	6921 York Ave. S., Edina, MN 55435
Craig R. Miller	6921 York Ave. S., Edina, MN 55435
Douglas V. Miller	6921 York Ave. S., Edina, MN 55435

SIXTH:Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

SEVENTH:Directors shall have no personal liability to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that the foregoing shall not eliminate or limit tile liability of a director for a breach of the director’s loyalty to the corporation or its shareholders, for acts or omissions not in good faith or which involve intentional

1

misconduct or a knowing violation of law, for a transaction from which the director derives an improper personal benefit, or under section 490.833 of the Iowa Business Corporation.

IN WITNESS WHEREOF, the undersigned have executed these Articles of Incorporation this 1 day of March, 1999.

 /s/ Nancy Roetman Menzel

Nancy Roetman Menzel

/s/ Nancy G. Barber Walden

Nancy G. Barber Walden

2

EX-3.70

Exhibit 3.70

BY-LAWS

OF

REM DEVELOPMENTAL SERVICES, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is 55 Gleason Ave., Suite 100, Council Bluffs, Iowa 51503. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Iowa as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. In the circumstances set forth in Iowa Business Corporation Act Section 490.703, the superior court in the county of the known place of business of the corporation may, on the application of any shareholder, order a meeting to be held.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the

President or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment and no new record date is selected, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given, by an officer of the corporation at the direction of the person or persons calling the meeting, to each shareholder entitled thereto by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days nor less than ten (10) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting, except as otherwise provided by statute. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, except as provided by statute, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote

thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his or her successor is duly elected and qualified, unless a prior vacancy shall occur by reason of such director’s death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Iowa, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by statute, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors except that, if less than the entire board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article. Any director named by

the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of two or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members must be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Vice President, a Secretary, and a Treasurer. The Board of Directors may also appoint additional Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from

office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers

appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Iowa, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are

held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*** **

The undersigned, Secretary of REM Developmental Services, Inc., an Iowa corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 26 day of March, 1999.

/s/ Craig R. Miller

Craig R. Miller, Secretary

EX-3.71

Exhibit 3.71

ARTICLES OF INCORPORATION

OF

REM HEALTH, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Minnesota Statutes Chapter 302A, does hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM Health, Inc.

ARTICLE II

The location and address of this corporation’s registered office in this state shall be 6921 York Ave. S., Edina, MN 55435.

ARTICLE III

The total authorized number of shares of this corporation is One Million (1,000,000) shares, all of which shall be shares of common stock of the par value of one cent ($.01) per share.

ARTICLE IV

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

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ARTICLE VI

The name and address of the incorporator of this corporation is:

Nancy G. Barber Walden

3400 City Center

Thirty Three South Sixth St.

Minneapolis, MN 55402

ARTICLE VII

The Board of Directors of this corporation shall consist of 3 director(s) or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation. A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Section 559 of the Minnesota Business Corporation Act (Minnesota Statutes, Chap. 302A) or; (iv) liability for any transaction from which the director derived an improper personal benefit. If Chapter 302A, the Minnesota Business Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation in addition to the limitation on personal

2

liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VIII

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors were present.

IN WITNESS WHEREOF, the undersigned has set his hand this 3rd day of October, 1988.

/s/ Nancy G. Barber Walden

Incorporator

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STATE OF MINNESOTA	)
	) ss.
COUNTY OF Hennepin	)

The foregoing instrument was acknowledged before me this 3rd day of October, 1988, by Nancy G. Barber Walden.

/s/ Jayme L. Burggraff

Notary Public, Ramsey County, MN

My Commission Expires:

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EX-3.72

Exhibit 3.72

BY-LAWS

OF

REM HEALTH INC.

ARTICLE I

Offices

Section 1. Principal Executive Office.  The Principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders holding not less than three percent (3%) of all voting shares of the corporation may call a regular meeting of shareholders by delivering to the President or Treasurer a written demand for a regular meeting. Within thirty (30) days after the receipt of such written demand by the President or Treasurer, the Board of Directors shall cause a regular meeting of shareholders to be called and held on notice no later than ninety (90) days after the

receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings.   Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than three (3) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and

does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies.   At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders.  Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by

written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers.  The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings.  Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Minnesota, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for

giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of  Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed

at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing.  Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these

By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office.   An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Minnesota, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secreatry, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

**                                         
60;                                               **

The undersigned, Secretary of REM Health, Inc., a Minnesota corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 24 day of October, 1988.

/s/ Craig R. Miller

Secretary

EX-3.73

Exhibit 3.73

ARTICLES OF INCORPORATION

OF

REM HEALTH OF IOWA, INC.

The undersigned, being of full age and for the purpose of forming a corporation under the Iowa Business Corporation Act, does hereby adopt the following Articles of Incorporation:

ARTICLE I

Name

The name of this corporation shall be REM Health of Iowa, Inc.

ARTICLE II

Registered Office

The location and address of this corporation’s registered office in this state shall be 55 Gleason Avenue, Suite 100, Council Bluffs, Iowa 51503. The name of this corporation’s initial registered agent at such address is Rick Jones.

ARTICLE III

Authorized Capital

The total authorized number of shares of this corporation is One Million (1,000,000) shares. All common stock shall have the par value of one cent ($.01) per share. The Board of Directors has the authority to establish more than one class or series of shares and to fix the relative rights and preferences of any such different class or series.

ARTICLE IV

Cumulative Voting Prohibition

Shareholders shall have no rights of cumulative voting.

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ARTICLE V

Preemptive Rights Prohibition

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VI

Incorporator

The name and address of the incorporator of this corporation is:

Scott A. Hendrickson
33 South Sixth Street
3400 City Center
Minneapolis, Minnesota 55402

ARTICLE VII

Limitation of Director Liability

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Iowa Statutes Section 490.833; or (iv) liability for any transaction from which the director derived an improper personal benefit. If the Iowa Business Corporation Law is hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the Iowa Business Corporation Law, as amended. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and

2

shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VIII

Management of the Corporation

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its board of directors, except that this corporation and its shareholders may enter into any written agreement concerning the management of the business and affairs of the corporation as this corporation and its shareholders deem necessary or appropriate for the management of the business and affairs of the corporation. In the event of any conflict between the terms of such agreement, if any, and the terms of this Article VIII, the terms of such agreement shall take precedence over the terms of this Article VIII.

IN WITNESS WHEREOF, the undersigned has set his hand this 2nd day of June, 1998.

/s/ Scott A. Hendrickson

Scott A. Hendrickson

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EX-3.74

Exhibit 3.74

BY-LAWS

OF

REM HEALTH OF IOWA, INC.

TABLE OF CONTENTS

BY-LAWS

OF

REM HEALTH OF IOWA, INC.

ARTICLE 1. Offices

1.1 Registered Office. The registered office of the corporation shall be located within the State of Iowa as set forth in the Articles of Incorporation. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

1.2 Other Offices. The corporation may have other offices, including its principal business office, at such places inside and outside the State of Iowa as the Board of Directors may determine from time to time.

ARTICLE 2. Meetings of Shareholders

2.1 Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting inside or outside the State of Minnesota is designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office of the corporation is located.

2.2 Annual Meetings. The Corporation shall hold an annual meeting of shareholders. The date, time and place of such meeting may be designated by the Board of Directors in the notice of meeting. At the annual meeting the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders.

2.3 Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the chief executive officer, by the acting chief executive officer in the absence of the chief executive officer, by the chief financial officer, or by the Board of Directors. The date, time, and place of such special meeting shall be fixed by the person or persons calling the meeting and designated in the notice of meeting.

A special meeting may also be called by one or more shareholders holding ten percent (10%) or more of the votes entitled to be case on any issue proposed to be considered at the special meeting who sign, date and deliver to the secretary of the Corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

Within thirty (30) days after the receipt of such a written demand for a special meeting of shareholders by the secretary, the Board of Directors shall cause a special meeting of shareholders to be called. Such a meeting shall be held on notice no later than ninety (90) days after the receipt of such written demand.

Business transacted at any special meeting of the shareholders shall be limited to the purpose or purposes stated in the notice of the meeting. Any business transacted at any special meeting of the

shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

2.4 Notice of Meetings. Except when a meeting of shareholders is an adjourned meeting for which a new record date has not been established and the date, time, and place of such meeting were announced at the time of the original meeting or any adjournment of the original meeting, notice of all meetings shall be given to every holder of shares entitled to vote. Such notice shall contain the date, time, and place of the shareholder meeting and any other information required by law. In the case of a special meeting, the notice shall contain a statement of the purposes of the meeting. The notice may also contain any other information deemed necessary or desirable by the Board of Directors or by any other person or persons calling the meeting.

Unless a different minimum notice period has been fixed by applicable law, the Articles of Incorporation, or these By-Laws, notice of all meetings, including meetings for consideration of the sale or other disposition of all or substantially all of the assets of the corporation, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting.

In the event that a plan of merger or exchange is to be considered at a meeting of shareholders, written notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than ten (10) nor more than sixty (60) days before the date of the meeting. Such a notice shall contain the date, time, and place of the shareholder meeting, shall state that a purpose of such meeting is to consider the proposed plan of merger or exchange, and shall include a copy or a short description of the plan of merger or exchange.

Notice of all meetings shall be given to each eligible shareholder either by oral communication, if reasonable under the circumstances, by mailing a copy of the notice to an address designated by the shareholder or to the last known address of the shareholder, by handing a copy to the shareholder, or by any other delivery that conforms to law. Written notice shall be deemed given at the earliest of the following: (i) when received, or (ii) five (5) days after its deposit in the United States mail with sufficient postage affixed and correctly addressed, or (iii) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Oral notice is deemed given when communicated if communicated in a comprehensible manner.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting, if such notice is in writing, is signed by the shareholder entitled to such notice, and is delivered to the Corporation for insertion into the corporate records. Waiver of notice may also be given by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except when such shareholder objects at the beginning of the meeting or promptly upon the shareholder’s arrival to holding the meeting or transacting business at the meeting or objects before a vote on an item of business because the item may not lawfully be considered at that meeting.

2.5 Record Date. The Board of Directors may fix, or authorize an officer to fix, a date not more than seventy (70) days before the date of a meeting of shareholders as the date for the determination of the holders of shares entitled to notice of and entitled to vote at any meeting or for any other purpose. When a date is so fixed, only shareholders on that date are entitled to notice of and permitted to vote at that meeting of shareholders or to participate in the action relating to such record date.

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2.6 Quorum. The holders of a majority of the voting power of all shares of the corporation, present in person or represented by proxy, entitled to vote at a meeting shall constitute a quorum for the transaction of business at a meeting of the shareholders. Such a quorum is a prerequisite to the shareholders taking any action other than adjournment. In the absence of a quorum, the holders of a majority of the voting power, present in person or represented by proxy, may adjourn the meeting to a date, time, and place they shall announce at the time of adjournment. Any business that might have been transacted at the adjourned meeting had a quorum been present, may be transacted at the meeting held pursuant to such an adjournment, if a quorum is present at the meeting held pursuant to such an adjournment.

If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

2.7 Voting and Proxies. At each meeting of the shareholders, every shareholder shall be entitled to one vote for each share of capital stock held by such shareholder, except as may be otherwise provided in the Articles of Incorporation or the terms of the share or as may be required to provide for cumulative voting (if not denied by the Articles of Incorporation).

A shareholder may vote in person or by proxy. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation at or before the meeting at which the appointment is to be effective. The appointment of a proxy shall be valid for no more than eleven (11) months, unless a longer period is expressly provided in the appointment. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting.

The shareholders shall take action by the affirmative vote of the holders of a majority of the voting power of the shares present and entitled to vote, except when a different vote is required by law, the Articles of Incorporation, or these By-Laws.

2.8 Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by the holders of outstanding shares having not less than ninety percent (90%) of the votes entitled to be cast at the meeting at which all shares entitled to vote on the action were present and voted, and are delivered to the Corporation for inclusion in the corporate records. Such written action shall bear the date of signature of each shareholder and shall be effective when signed by all of the shareholders entitled to vote thereon; provided, however, that such written action shall not be effective to the corporate action referred to in the consent unless, within sixty (60) days of the earliest date consent delivered in the manner prescribed by applicable law, written consents signed by a sufficient number of holders to take the corporate action are delivered to the Corporation.

ARTICLE 3. Directors

3.1 General Powers. Except as limited by the Articles of Incorporation, the business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The Board of Directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

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3.2 Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase or decrease by thirty percent (30%) or less by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number which constituted the initial Board of Directors, subject to increase or decrease by thirty percent (30%) or less by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then holding office except upon compliance with the provisions of Section 3.8 of these By-Laws.

Each director shall be elected at a regular meeting of shareholders except as provided in Sections 3.6 and 3.7. Such a director shall hold office until the next regular meeting of shareholders and thereafter until a successor is duly elected and qualified. Directors shall be natural persons, but need not be shareholders.

3.3 Meetings. Meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the chief executive officer, by the acting chief executive officer in the absence of the chief executive officer or by any director.

3.4 Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases, notice of meetings shall be given to each member of the Board of Directors by the person or persons calling such meeting. Such notice shall contain the date, time, and place of the meeting and any other information required by law or desired by the person or persons calling such meeting. Notice of all such meetings shall be given not less than three (3) days before the date of the meeting.

Notice of all meetings shall be given to each eligible shareholder either by oral communication, if reasonable under the circumstances, by mailing a copy of the notice to an address designated by the shareholder or to the last known address of the shareholder, by handing a copy to the shareholder, or by any other delivery that conforms to law. Written notice shall be deemed given at the earliest of the following: (i) when received, or (ii) five (5) days after its deposit in the United States mail with sufficient postage affixed and correctly addressed, or (iii) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Oral notice is deemed given when communicated if communicated in a comprehensible manner.

Any director may waive notice of any meeting of directors. Waiver of notice shall be effective whether given before, at, or after the meeting, if such notice is in writing, is signed by the director entitled to such notice, and is delivered to the Corporation for insertion into the corporate records, Waiver of notice may also be given by attendance. Attendance by a director at a meeting i a waiver of notice of that meeting, except when such director objects at the beginning of the meeting or promptly upon the director’s arrival to holding the meeting or transacting business and does not thereafter vote for or assent to action taken at the meeting.

3.5 Quorum. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present at the meeting may adjourn the meeting from time to time until a quorum is present.

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If a quorum is present when a duly called or held meeting is convened, the directors present at the meeting may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

3.6 Voting. The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting at the time the action is taken, except when a different vote is required by law, the Articles of Incorporation, or these By-Laws.

3.7 Vacancies and Newly Created Directorships. Any vacancy occurring on the Board of Directors resulting from the death, resignation, removal, or disqualification of a director, may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors may be less than a quorum. In addition, any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Each director elected by the Board of Directors to either fill a vacancy or a newly created directorship shall hold office until a qualified successor is elected by the shareholders at the next regular or special meeting of the shareholders.

3.8 Removal of Directors. Any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of the proportion or number of the voting power of the shares entitled to vote for the election of such director unless cumulative voting is permitted, in which case the affirmative vote required to remove a director shall be the larger number required by law. The shareholders may elect new directors at the same meeting at which directors are removed.

3.9 Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors which requires the approval of the shareholders, may be taken by written action signed by all of the directors then holding office. Such written action shall be effective when signed by the required number of directors, unless a different effective time is provided in the written action.

3.10 Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation may participate in a meeting of the Board by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other. Such participation in a meeting pursuant to this Section 3.10 shall constitute presence in person at such meeting. Meetings held pursuant to this Section 3.10, however, are still subject to the notice, quorum, and voting requirements as provided in Sections 3.4, 3.5 and 3.6.

3.11 Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office or such greater number as may be required by law, may establish and appoint one or more committees of one or more persons. Such committees shall have the authority of the Board of Directors in the management of the business of the corporation only to the extent provided in the resolution and only to the extent permitted by applicable law. Such committees shall at all times be subject to the direction and control of the Board of Directors. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee.

In other matters of procedure, the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors. This shall include, without limitation, the provisions with respect to meetings and notice thereof, absent members,

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written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

ARTICLE 4. Officers

4.1 Number and Qualification. The officers of the corporation shall consist of one or more natural persons elected or appointed by the Board of Directors exercising the functions of the offices, however designated, of chief executive officer and chief financial officer. The Board of Directors may also elect or appoint such other officers and assistant officers as it may deem necessary for the operation and management of the corporation. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may be, but need not be, directors of the corporation. Any number of offices may be held by the same person.

4.2 Term of Office. An officer shall hold office until a successor shall have been duly elected, unless prior thereto such officer shall have resigned or been removed from office as hereinafter provided.

4.3 Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the directors present. Any vacancy in an office of the corporation shall be filled by action of the Board of Directors.

4.4 Chief Executive Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the chief executive officer shall have general active management of the business of the corporation, in the absence of the Chairperson of the Board or if the office of Chairperson of the Board is vacant, shall preside at meetings of the shareholders and Board of Directors, shall see that all orders and resolutions of the Board of Directors are carried into effect, shall sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation, these By-Laws, or the Board of Directors to some other officer or agent of the corporation, may maintain records of and certify proceedings of the Board of Directors and shareholders, and shall perform such other duties as may from time to time be prescribed by the Board of Directors.

4.5 Chief Financial Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the chief financial officer shall keep accurate financial records for the corporation, shall deposit all moneys, drafts, and checks in the name of and to the credit of the corporation in such banks and depositories as the Board of Directors shall designate from time to time, shall endorse for deposit all notes, checks, and drafts received by the corporation as ordered by the Board of Directors, making proper vouchers therefore, shall disburse corporate funds and issue checks and drafts in the name of the corporation as ordered by the Board of Directors, shall render to the chief executive officer and the Board of Directors, whenever requested, an account of all such officer’s transactions as chief financial officer and of the financial condition of the corporation, and shall perform such other duties as may be prescribed by the Board of Directors or the chief executive officer from time to time.

4.6 Chairperson of the Board. The Board of Directors may elect a Chairperson of the Board who, if elected, shall preside at all meetings of the shareholders and of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

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4.7 President. Unless otherwise determined by the Board of Directors, the President shall be the chief executive officer of the corporation. If an officer other than the President is designated chief executive officer, the President, if any, shall have such powers and perform such duties as the Board of Directors or the chief executive officer may prescribe from time to time.

4.8 Vice President(s). The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the Board of Directors or the chief executive officer may prescribe from time to time. In the absence of the President or in the event of the President’s death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

4.9 Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. The Secretary shall keep the stock books of the corporation, when so directed by the Board of Directors or other person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors, and shall also perform such other duties and have such other powers as the Board of Directors or the chief executive officer may prescribe from time to time.

4.10 Treasurer. Unless otherwise determined by the Board of Directors, the Treasurer shall be the chief financial officer of the corporation. If an officer other than the Treasurer is designated chief financial officer, the Treasurer, if any, shall have such powers and perform such duties as the Board of Directors or the chief executive officer may prescribe from time to time.

4.11 Other Officers.  The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the chief executive officer or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

4.12 Delegation. Unless prohibited by a resolution approved by the affirmative vote of a majority of the directors present, an officer elected or appointed by the Board of Directors may, without the approval of the Board of Directors, delegate some or all of the duties and powers of such person’s office to other persons.

ARTICLE 5. Certificates and Ownership of Shares

5.1 Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Iowa, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors.

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Such certificates shall be signed by the chief executive officer, by the chief financial officer, or, unless otherwise limited by resolution of the Board of Directors, by any other officer of the corporation. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such officer of the corporation may be a facsimile signature. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified.

The name and address of the person to whom the shares represented thereby are issued (with the number of shares and date of issue) shall be entered on the stock transfer books of the corporation. If the Articles of Incorporation establish more than one class or series of shares or authorize the Board of Directors to establish classes or series of shares, all certificates representing such shares shall set forth on the face or back of the certificate or shall state that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class or series authorized to be issued, so far as they have been determined, and the authority of the Board of Directors to determine the relative rights and preferences of subsequent classes or series.

All certificates surrendered to the corporation or the transfer agent for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate, a new certificate may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

5.2 Transfer of Shares. The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by such holder’s legal representative, who shall furnish proper evidence of authority to transfer, or by such holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

5.3 Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then holding office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE 6. Contracts, Checks, and Deposits

6.1 Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

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6.2 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

6.3 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to, the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE 7. Miscellaneous

7.1 Dividends. The Board of Directors from time to time may declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

7.2 Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the corporation, for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation. The Board of Directors may modify or abolish any such reserve.

7.3 Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors.

7.4 Amendments. Except as limited by the Articles of Incorporation and applicable law and subject to the power of the shareholders to amend or repeal these By-Laws, these By-Laws may be amended or repealed by the Board of Directors.

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The undersigned, Secretary of REM Health of Iowa, Inc., an Iowa corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 23 day of June, 1998.

/s/ Craig R. Miller

Secretary

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EX-3.75

Exhibit 3.75

CERTIFICATE OF FORMATION

OF

REM HEALTH OF NEBRASKA, LLC

This Certificate of Formation of REM Health of Nebraska, LLC (the “LLC”) is being duly executed and filed by Eleanor M. Coleman, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.Code Ann. §18-101, et seq.)

FIRST.  The name of the limited liability company formed hereby is:

REM Health of Nebraska, LLC

SECOND.  The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

THIRD.  The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned, an authorized person of the LLC, has caused this Certificate of Formation to be duly executed as of the 3^rd day of March, 2005.

/s/ Eleanor M. Coleman

Authorized Person

EX-3.76

Exhibit 3.76

REM HEALTH OF NEBRASKA, LLC

LIMITED LIABILITY COMPANY AGREEMENT

This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the 4th day of March, 2005 by and among NATIONAL MENTOR SERVICES, LLC, a Delaware limited liability company (“Services”) Inc.”), GREGORY TORRES, EDWARD MURPHY, ELIZABETH HOPPER and JOHN GILLESPIE (individually, a “Manager,” and collectively, the “Managers”), and REM HEALTH OF NEBRASKA, LLC, a Delaware limited liability company (the “Company”).

RECITALS

A.WHEREAS, the Certificate of Formation of the Company was filed on March 4, 2005, in the Office of the Secretary of State for the State of Delaware;

B.WHEREAS, on the date hereof, Services is the sole member (hereinafter referred to as the “Sole Member”) of the Company;

C.WHEREAS, the Sole Member, the Managers and the Company desire to enter into this Agreement; and

D.WHEREAS, in entering into this Agreement, the Company, the Managers and the Sole Member wish to make a full statement of their agreement in respect to the Company in order that, except to the extent the Agreement expressly incorporates by reference provisions of the Act, the Code or the Treasury Regulations (as each is defined below) or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different from, the provisions of the Act or any other law or rule.

THEREFORE, for good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Sole Member, the Managers and the Company agree as follows:

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ARTICLE I

DEFINITIONS

Unless otherwise expressly provided herein, the following terms used in this Limited Liability Company Agreement shall have the following meanings:

(a)“Act” shall mean the Delaware Limited Liability Company Act at Del. Code Ann. Tit. 6, §§18-101 et seq., as it may be amended from time to time.

(b)“Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by, or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, manager, member, or general partner of such Person, or (iv) any Person who is an officer, director, manager, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i) through (iii) of this sentence.  For purposes of this definition, the term “controls,” “is controlled by” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(c)“Capital Cash Flow” shall mean, for purposes of this Agreement and for a given period of time, the net proceeds received by the Company from Company borrowings and the net proceeds of the sale or other disposition of assets of the Company, in each instance less reasonable reserves required in the sole discretion of the Member.

(d)“Capital Contribution” shall mean any contribution to the capital of the Company in cash or other property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

(e)“Certificate” shall mean the Certificate of Formation filed with the Secretary of State of the State of Delaware on the date of this Agreement (as the same may be amended or restated from time to time hereafter).

(f)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provisions of succeeding law.

(g)“Company” shall mean REM Health of Nebraska, LLC, a Delaware limited liability company.

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(h)“Entity” shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

(i)“Manager” shall refer individually to each Person named as a Manager in this Agreement and to any other Person who becomes a Manager as permitted by this Agreement.  “Managers” shall refer collectively to the Persons named as Managers in this Agreement and to any other Persons who become Managers as permitted by this Agreement.

(j)“Member” shall mean the Sole Member or its permitted successors and assigns hereunder.

(k)“Operating Cash Flow” shall mean, for purposes of this Agreement and for a given period of time, all cash received by the Company from any source (but excluding net proceeds from borrowings of the Company and the net proceeds from the sale or other disposition of assets of the Company) less cash expended for the debts and expenses of the Company, principal and interest payments on any indebtedness of the Company, capital expenditures and, in each instance, reasonable reserves required in the sole discretion of the Member.

(l)“Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such Person where the context so permits.

(m)“Treasury Regulations” shall include proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

ARTICLE II

FORMATION OF COMPANY

2.1Formation.  The Company was formed effective as of the date hereof, in accordance with and pursuant to the Act.  The parties hereto do hereby confirm their intent and agreement that the Company shall be governed by the terms of this Agreement.

2.2Name.  The name of the Company is REM Health of Nebraska, LLC, provided that the Managers may elect to transact business in other names in those

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jurisdictions where they deem it necessary for purposes of complying with the requirements of local law.

2.3Principal Place of Business.  The principal place of business of the Company shall be 11931 S. 53^rd Street, Papillion, Nebraska 68133.  The Company may relocate its principal place of business to any other place or places as the Managers may from time to time deem advisable.  Additional offices may be maintained and acts done at any other place appropriate for accomplishing the purposes of the Company, all as determined by the Managers.

2.4Registered Office and Registered Agent.  The Company’s initial registered office shall be at the office of its registered agent at 1209 Orange Street, Wilmington, Delaware 19801, and the name of its initial registered agent at such address shall be The Corporation Trust Company.  The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Delaware Secretary of State pursuant to the Act.

2.5Term.  The term of the Company shall be perpetual, unless sooner terminated in accordance with the provisions of this Agreement.

ARTICLE III

BUSINESS OF COMPANY

The Company has been formed, and its purposes are, either directly or indirectly through one or more other limited liability companies or other Entities, to provide human and health services.  The Company shall have the power to do all acts and things necessary or useful in connection with the foregoing.  It is the intention of the Sole Member that the Company be a disregarded entity for federal income tax purposes under Section 7701 of the Code and the regulations promulgated pursuant thereto.

ARTICLE IV

RIGHTS AND DUTIES OF THE MANAGERS

4.1Management.

(a)All management of the Company shall be vested in the Managers.  The affirmative consent (regardless of whether written, oral, or by course of conduct) of a majority of the Managers shall constitute the consent of all of the Managers for

4

purposes of any provision of this Agreement or the Act.  All decisions concerning the business affairs of the Company shall be made solely by a majority of the Managers.  A Manager shall have the same authority to act for such Company as a director of a Delaware corporation would have to act for the Delaware corporation and may be referred to as a director.

(b)Each Manager, acting alone, has the power to bind the Company as provided in this Article.  The act of any Manager, regardless of whether such action is for the purpose of apparently carrying on in the usual way the business or affairs of the Company, shall bind the Company and no person dealing with the Company shall have any obligation to inquire into the power or authority of any Manager acting on behalf of the Company.

(c)The Managers hereby appoint the following agents of the Company:

Chief Executive Officer and President	Edward Murphy
Executive Vice President	John Gillespie
Executive Vice President	Elizabeth Hopper
Senior Vice President	Juliette Fay
Senior Vice President	John Green
Senior Vice President	Denis Holler
Senior Vice President	Hugh R. Jones, III
Senior Vice President	Robert Longo
Senior Vice President	Bruce Nardella
Senior Vice President	Dave Petersen
Vice President	Christina Pak
Assistant Vice President of Real Estate Services	James Hokanson
Chief Operating Officer and Secretary	Elizabeth Hopper
Assistant Secretary	Denis Holler
Assistant Secretary	Christina Pak
Chief Financial Officer and Treasurer	John Gillespie
Assistant Treasurer	John Green

Such agents and/or other agents of the Company may be terminated and/or appointed at any time by the Managers, and the Managers may specify the duties delegated to any agent(s) from time to time.  Agents so appointed may be referred to as officers of

5

the Company.  The Managers hereby delegate to each appointed agent the same authority to act for such Company as a corresponding officer of a Delaware corporation would have to act for the Delaware corporation; provided, however, that no such delegation by the Managers shall cause the Managers to cease to be Managers of the Company within the meaning of the Act or this Agreement, or restrict the ability of the Managers to exercise the powers so delegated.

(d)Any document or instrument in writing executed on behalf of the Company by any Manager or by any officer of the Company shall be deemed to have been approved by the Managers and shall be binding upon and enforceable against the Company.

(e)Any Person dealing with the Company or any Manager may rely on a certificate signed by any Manager:

(i)as to the existence or nonexistence of any fact or facts which constitute conditions precedent to acts by a Manager or are in any other manner germane to the affairs of the Company;

(ii)as to who is authorized to execute and deliver any instrument or document on behalf of the Company, and as to whether any approval, consent or other action is necessary under this Agreement and/or as to whether any such action or consent has been obtained;

(iii)as to the authenticity of any copy of the Certificate, and as to the status of this Agreement and amendments hereto; or

(iv)as to any act or failure to act by the Company or as to any other matter whatsoever involving the Company, the Managers or any Member.

(f)The Member shall have the right at any time and from time to time, with or without cause, to terminate and/or replace any Manager and/or add new Managers, all in its sole discretion.  The Member may also terminate all the Managers, and in such event the Member shall exercise all the duties of the Managers.

4.2Compensation of the Managers and Members.  The Managers shall be entitled to reimbursement from the Company for all reasonable out-of-pocket third-party expenses incurred by the Managers in managing and conducting the business and affairs of the Company.  Except as may be expressly provided for herein, or as may be hereafter approved by the Managers in the reasonable exercise of their

6

discretion, no payment shall be made by the Company to any Member for such Member’s services to the Company.

4.3Contracts with Affiliated Persons.  The Company may enter into one or more agreements, leases, loans or other arrangements for the furnishing to or by the Company of funds, goods, services or space with any Affiliate of any Member, Manager or officer of the Company, provided the Managers approve such agreement or arrangement in the reasonable exercise of their discretion.

4.4Other Business of Members, Managers and Officers.  The Managers, Members and officers of the Company, and their respective Affiliates, may engage independently or with others in other business ventures of every nature and description, including hotels and other residential property, whether or not competitive with any aspect of the business of the Company.  Neither the Company, nor any Member, Manager or officer of the Company, shall have any right by virtue of this Agreement or the relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom.

4.5.Duty of Care.  The Managers’ and officers’ duty of care in the discharge of their duties to the Company is limited to refraining from engaging in intentional misconduct.  In discharging such duties, the Managers and officers shall be fully protected in relying in good faith upon the records required to be maintained under Article X hereof and upon such information, opinions, reports or statements by any of their agents, or by any other Person, as to matters the Managers and officers reasonably believe are within such other Person’s professional or expert competence and who have been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid.

4.6Indemnification.  The Managers, and their respective principals, officers and directors, if any, and the officers of the Company, shall have no liability to the Company or to any Member for any loss suffered by the Company which arises out of any action or inaction of any Manager or such principals, officers or directors, if such Manager or such principals, officers or directors, in good faith, determined that such course of conduct was in the best interest of the Company and such course of conduct (whether commission or omission) did not constitute gross negligence or willful misconduct of such Manager or such principals, officers or directors.  The Managers and such principals, officers and directors shall be indemnified by the Company against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Company, provided that the same

7

were not the result of gross negligence or willful misconduct on the part of the Managers or such principals, officers or directors.  No Manager or officer of the Company shall be responsible for the gross negligence or other misconduct of any other Manager or officer, and each Manager and officer shall be responsible for only his or her own gross negligence or other willful misconduct.

ARTICLE V

RIGHTS AND OBLIGATIONS OF MEMBER

5.1Limitation of Liability.  The Member’s liability shall be limited as set forth in this Agreement, the Act and other applicable law.

5.2Liability of the Member to the Company.  A Member who receives the return in whole or in part of its contribution is liable to the Company only to the extent, if any, provided by the Act.

ARTICLE VI

CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS

6.1Member’s Capital in the Company.

(a)The Member shall contribute to the Company as its Capital Contribution the amount determined by the Member in its sole discretion to be necessary or convenient for carrying on the business and activities of the Company.  No interest shall accrue on any Capital Contribution, and the Member shall not have the right to withdraw or be repaid any Capital Contribution except as specifically provided in Section 6.2 and Section 9.2 of this Agreement.  Notwithstanding the foregoing, the Member shall not be required to make any Capital Contribution.

(b)Anything in this Agreement to the contrary notwithstanding, no Member shall have any personal liability for liabilities or obligations of the Company, except to the extent of its Capital Contributions made to the Company as aforesaid, and, no Member shall be required to make any further or additional contributions to the capital of the Company or to lend or advance funds to the Company for any purpose.

(c)The obligation, if any, of a Member to contribute to the capital of the Company is solely and exclusively for the benefit of the Company and the Member, and is not intended to confer rights on any third party (under Section 18-502(b) of the Act or otherwise).  Without limiting the generality of the foregoing, no

8

creditor of the Company shall be deemed a third party beneficiary of any obligation of any Member to contribute capital or make advances to the Company.

6.2Distributions of Operating and Capital Cash Flow.

(a)Subject to Section 6.2(c) below, distributions of Operating Cash Flow shall be made at such time or times as the Managers shall determine.

(b)Subject to Section 6.2(c) below, distributions of Capital Cash Flow shall be made at such time or times as the Managers shall determine.

(c)No distribution shall be made unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE VII

TRANSFERABILITY

(a)The Member’s interest in the Company shall be transferable in whole or in part (other than to creditors or spouses as provided below) without consent of any other Person, and the assignee shall be admitted as a Member with all the rights of the Member who assigned its interest.  However, no part of the interest of the Member shall be subject to the claims of any creditor or to legal process.  No transfer (whether voluntary or involuntary) shall effect a dissolution of the Company.  The Member shall be permitted to retire, resign or withdraw from the Company at any time.  No event of bankruptcy described in Section 18-304 of the Act shall cause the Member to cease to be a Member.

(b)No Manager shall have the right to sell, assign, transfer, pledge or otherwise encumber its rights or obligations under this Agreement.  Any Manager shall, however, be permitted to retire, resign or withdraw from the Company at any time.  Successor or additional Managers may be appointed by the Member at any time and from time to time.

ARTICLE VIII

ADDITIONAL MEMBERS

Any Person acceptable to the Member may become a Member in this Company subject to the conditions imposed by the Member.  At or about the time a new Member is admitted, this Agreement shall be amended as necessary or proper to

9

reflect a change from a single-member limited liability company to a multiple-member limited liability company.

ARTICLE IX

DISSOLUTION AND TERMINATION

9.1Dissolution.  The Company shall be dissolved and its affairs wound up only upon (a) the retirement, resignation or withdrawal of the only remaining Member of the Company (other than in connection with a transfer of its interest in the Company under Article VII), or (b) the determination of the Member that the Company dissolve.  Upon the happening of any event of dissolution specified in Section 18-801(a) of the Act the Company shall not dissolve if the Member demonstrates an intent to continue the business of the Company at any time prior to the filing of a Certificate of Cancellation for the Company with the State of Delaware or the liquidation and distribution of the Company’s assets pursuant to Section 9.2 below.

9.2Winding Up.  Liquidation and Distribution of Assets.

(a)Upon dissolution, the Managers shall proceed to wind up the affairs of the Company and distribute the assets of the Company as the Managers see fit, subject to the Act.  Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.

(b)Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if the Member has a deficit capital account (after giving effect to all contributions, distributions, allocations and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of the Member’s capital account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose whatsoever.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1Books of Account and Records.  Proper and complete records and books of account shall be kept or shall be caused to be kept by the Managers or such representatives as they may appoint in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in such detail and

10

completeness as is customary and usual for businesses of the type engaged in by the Company.  The books and records shall at all times be maintained at the principal executive office of the Company.

10.2Application of Delaware Law.  This Agreement, and the application and interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Act.

10.3Amendments.  This Agreement may not be amended except by the written agreement of both the Company and the Member; provided, however, no such amendment shall affect the rights or obligations of the Managers under this Agreement unless all of the Managers consent thereto or join in such amendment.

10.4Severability.  If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

10.5Heirs, Successors and Assigns.  Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

10.6Creditors.  None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or of the Member or by any other Person.

10.7Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(Signatures on Following Page)

11

IN WITNESS WHEREOF, the undersigned have signed and sworn to this Agreement as of the date first above written.

MANAGERS:	COMPANY:
	REM HEALTH OF NEBRASKA, LLC
/s/ Gregory Torres
Gregory Torres
	By:	/s/ Gregory Torres
/s/ Edward Murphy		Gregory Torres, Manager
Edward Murphy
/s/ Elizabeth Hopper	By:	/s/ Edward Murphy
Elizabeth Hopper		Edward Murphy, Manager
/s/ John Gillespie
John Gillespie	By:	/s/ Elizabeth Hopper
		Elizabeth Hopper, Manager
	By:	/s/ John Gillespie
		John Gillespie, Manager
	MEMBER:
	NATIONAL MENTOR SERVICES, LLC
	By:	/s/ John Gillespie
		Name: John Gillespie
		Title: Executive Vice President

12

EX-3.77

Exhibit 3.77

ARTICLES OF INCORPORATION

Executed by the undersigned for the purpose of forming a Wisconsin corporation under the "Wisconsin Business Corporation Law”, Chapter 180 of the Wisconsin Statutes:

Article 1.

The name of the corporation is Jefferson Meadows Home Health Care, Inc.

Article 2.

The period of existence shall be perpetual

Article 3.

The purposes shall be to engage in any lawful activities authorized by Chapter 180 of the Wisconsin Statutes.

Article 4.

The number of shares which it shall have authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, with a class, is:

Class	Series (If any)	Number of shares	Par value per share or statement that shares are without par value
Common		56,000	$          1.00

Article 5.

The preferences, limitation, designation, and relative rights of each class or series of stock, are

None

Article 6.

The initial registered office is located in Sauk County, Wisconsin, and the address of such registered office is

1350 Jefferson St.
Baraboo, WI 53913 { The complete address, including street and number, if assigned, and the ZIP code, must be stated.

Article 7.

Name of initial registered agent at such address is John J. Roelse

– See instructions and suggestions elsewhere on the form –

	Article 8.
OR	The number of directors constituting the board of directors shall be 8.

(Strike out the Article 8 you do not use)

Article 9. (Use of Article 9 is optional - see instructions)

The names of the initial directors are: William H. Hommel; Sharon W. Hommel; Donald K. Baxter; Lee F. Baxter; John T. Siebert Susan Siebert; John J. Roelse; Judith A. Roelse.

Article 10.(Other provisions)

None

Article 11.

These articles may be amended in the manner authorized by law at the time of amendment.

Article 12.

The name and address of incorporator (or incorporators) are:

NAME	ADDRESS (street & number, city, state & ZIP code)
John J. Roelse	1350 Jefferson St., Baraboo, WI 53913

Executed in duplicate on the 7 day of March, 1984

	/s/ John J. Roelse
All incorporators
SIGN HERE

STATE OF WISCONSIN
County of Dane } ss.

Personally came before me this 7 day of March A.D., 1984 the aforenamed incorporator(s) John J. Roelse to me known to be the person who executed the foregoing instrument, and acknowledged the same.

/s/ [ILLEGIBLE]	Notarial Seal
Notary Public

My Commission is permanent

This document was drafted by James A. Jaeger (See instructions)

(Name of person - please print or type)

INSTRUCTIONS AND SUGGESTIONS STATE OF WISCONSIN
FILED
MAR 8 1984
DOUGLAS LA FOLLETTE
SECRETARY OF STATE

CONTENT OF THE FORM

A.  Article 1.  The name must contain “Corporation”, “Incorporated”, or “Limited” or the abbreviation of one of those words.

B.  Article 2.  Insert “perpetual” or insert any limitation desired, but not “indefinite”.

C.  Article 3.  You may strike out the imprinted purposes clause and substitute a clause to cite particular purposes, should you so desire.  (The statute expressly states that it is not necessary to enumerate the powers.)

D.  Article 4.  For the minimum filing fee, you may authorize 2,800 shares of no par value stock, or $ 56,000 of par value stock.  Some quantity of capital stock is to be authorized. See instructions on “Filing fees”

E.  Article 5.  This means, in substance, that this article must show all the rights, privileges, and restrictions as between classes of stock and as between series of stock in any class.  If desired, a provision may be inserted authorizing the directors to fix the variations in rights as to series of any class.  If none, so specify.

F.  Articles 6 & 7.  The corporation must have a registered office in Wisconsin and a registered agent at such office.  This office need not be the same as the corporation's place of business, but it must be the business office of the registered agent. The address of the registered office must be physically described, i.e., give the street name and number, when assigned, and city and ZIP code in Wisconsin, and the county within which the office is located. P. O. Box addresses may also be included for mailing purposes.

G.  Article 9.  Sec. 180.32(1) provides that the initial board of directors may be named in the articles of incorporation.  If you do not name the initial board, strike out article 9.

H.  Article 10.  Provided as a place in which to insert any desired material such a restricting preemptive rights, stock transfer restrictions, quorum provisions, etc.

ARTICLES OF INCORPORATION

Mail Returned Copy to:

(FILL IN THE NAME AND ADDRESS HERE)

James A. Jaeger

P.O. Box 1664

Madison, WI 53701

INSTRUCTIONS AND SUGGESTIONS (Continued)

J.  Article 12.  Have the INCORPORATOR SIGN before a Notary Public.  The number of incorporators may be one or more, but all the incorporators listed in the articles must sign.  Make sure that both of the copies have ORIGINAL SIGNATURES.  Carbon copy, xerox, or rubber stamp signatures are not acceptable.

K.  Notary public must SIGN AND AFFIX SEAL on both copies of the articles, and complete their statement in the area provided.  Make sure that original signatures and seal impressions appear on both copies.

L.  If the document is executed or acknowledged in Wisconsin, sec. 14.38(14) of the Wisconsin Statutes provides that it shall not be filed unless the name of the person (individual) who, or the governmental agency which, drafted it is printed, typewritten, stamped or written thereon in a legible manner.

PREPARATION, FEES AND TRANSMITTAL

M.  Prepare document in DUPLICATE ORIGINAL.  Furnish Secretary of State two identical copies of the articles of incorporation.  (Mailing address:  Corporation Division, Secretary of State, P O Box 7846, Madison WI, 53707).  One copy will be retained (filed) by Secretary of State and the other copy transmitted directly to the Register of Deeds of the county within which the corporation’s initial registered office is located, together with your check for the recording fee.  When the recording has been accomplished, the document will be returned to the address you furnish on the back of the form.

N.  Two SEPARATE REMITTANCES are required.

1)  Send a FILING FEE of $ 70 (or more) payable to SECRETARY OF STATE with the articles of incorporation.  $ 70 is the minimum fee and is sufficient for 2,800 shares of no par value stock, or $ 56,000 of par value stock. Add $ 1.25 more filing fee for each $ 1,000 (or fraction thereof) for par value stock in excess of $ 56,000, and/or 2¹/₂ cents more filing fee for each share of no par value stock in excess of 2,800. Your cancelled check is your receipt for fee payment.

2)  Send a RECORDING FEE of $ 10 (or more) payable to REGISTER OF DEEDS OF                   COUNTY, WISCONSIN with the articles of incorporation. Name the county within which the corporation's initial registered office is located. Recording fee for this standard form is $ 10. If you append additional pages, add $ 2 more recording fee for each additional page. Please furnish the fee for the Register of Deeds in check form to this office and we will transmit it to the Register of Deeds with the document for recording.

(Form 4) - 1983	State of Wisconsin	CORPORATION DIVISION
AMENDMENT	SECRETARY OF STATE	P O Box 7846
(stock corp)		Madison WI 53707

Resolved, That the name of the Corporation is JEFFERSON HOME HEALTH CARE, INC.

The undersigned officers of Jefferson Meadows Home Health Care, Inc. a Wisconsin corporation with registered office in Sauk County, Wisconsin, CERTIFY:

1(A) The foregoing amendment of the articles of incorporation of said corporation was consented to in writing by the holders of all shares entitled to vote with respect to the subject matter of said amendment, duly signed by said shareholders or in their names by their duly authorized attorneys.

OR (PLEASE STRIKE OUT THE ITEM YOU DO NOT USE) - See instruction

1(B) The foregoing amendment of the articles of incorporation of said corporation was adopted by the shareholders on the day of 19 by the following vote:

				VOTE ON ADOPTION
Class	Number of SHARES outstanding	Number of SHARES entitled to vote	Number of “Yes” votes REQUIRED	Number of “Yes” votes CAST	Number of “No” votes CAST
Common
Preferred

2 (See instruction 2)

Executed in duplicate and seal (if any) affixed this 23rd day of February, 1987

	/s/ William Hommel
	President
	William Hommel
(Affix seal or state that there is none)
	/s/ Judith Roelse
	Secretary
	Judith Roelse

This document was drafted by Atty. Glenn R. Quale (Section 14.38(14) Wis Statutes

(Please print or type name)

AMENDMENT - STOCK

Mail Returned Copy to:
(FILL IN THE NAME AND ADDRESS HERE)

Atty. Glenn R. Quale	[SEAL]
PO Box 443
Baraboo, WI 53913	STATE OF WISCONSIN
	FILED
	MAR 06 1987
	DOUGLAS LA FOLLETTE
	SECRETARY OF STATE

INSTRUCTIONS

1.Amendment may be effected either by

A) Vote of the shareholders, at a shareholder’s meeting. Use item 1(b). OR B) Written consent of all shareholders, without a meeting. Use item 1(a).

Ref. sec. 180.25 Wis Stats. For corporations organized on or after 1 Jan 1973, statutory minimum of affirmative votes to adopt resolution is a majority of the shares entitled to vote. For corporations organized previously, statutory minimum is 2/3 of the shares entitled to vote, unless articles provide for majority vote. (If any class or series of shares is entitled to vote as a class, minimum vote requirements must be met by each class or series entitled to vote thereon as a class and of the total shares entitled to vote thereon.)

2.Item 2. If amendment provides for exchange, reclassification or cancellation of issued shares, or effects a change in the amount of stated capital, enter a statement of the manner in which the same will be accomplished. Ref. sec. 180.53(6) & (7) Wisconsin Statutes.

3.Affix CORPORATE SEAL to each copy of the document, or enter the remark “NO SEAL” if the corporation does not have a seal. The PRESIDENT (or vice-president) and SECRETARY (or asst secretary) are to sign each copy with original signatures. Carbon copy, xerox, or rubber stamp signatures are not acceptable.

4.Submit in DUPLICATE ORIGINAL. Furnish Secretary of State two copies of the document. (Mailing address: Corporation Division, Secretary of State, P O Box 7846, Madison WI, 53707). One copy will be retained (filed) by Secretary of State and the other copy transmitted directly to the Register of Deeds of the county named in this document, together with your check for the recording fee. When the recording has been accomplished, the document will be returned to the address you furnish on the back of this form.

5.Two SEPARATE REMITTANCES are required.

A)  Send a filing fee of $ 25 (or more), payable to SECRETARY OF STATE. Additional fee may be due if amendment causes an increase in authorized capital shares. The rate on shares is $1.25 per $1,000 on par value shares, and/or 2¹/₂cents per share on no par value shares. Compute fee at such rates on the aggregate number of shares AFTER giving effect to the amendment. Deduct therefrom the fee applicable to the authorized shares BEFORE amendment. The remainder, if any, is the additional fee due.

B)  Send a RECORDING FEE of $ 6, payable to REGISTER OF DEEDS of the county named in this document as the county within which the corporation’s registered office is located. If you append additional pages to this standard form, add $ 2 more recording fee for each additional page.

Please furnish the fee for the Register of Deeds in check form with your document, and we will transmit it to the Register of Deeds with the document for recording.

DFI/CCS/Corp	STATE OF WISCONSIN
Form 4	FILED
WISCONSIN	SEP 10 1997
7/96	DEPARTMENT OF
	FINANCIAL INSTITUTIONS

ARTICLES OF AMENDMENT

Stock (for profit)

A.	Name of Corporation :			Jefferson Home Health Care, Inc.
				(prior to any change effected by this amendment)
	Text of Amendment  (Refer to the existing articles of incorporation and instruction A. Determine those items to be changed and set forth below the number identifying the paragraph being changed and how the amended paragraph is to read.)
		RESOLVED, THAT, the articles of incorporation be amended as follows:
			The name of the corporation is changed from Jefferson Home Health Care, Inc. to REM Health of Wisconsin, Inc.
B.	Amendment(s) adopted on				August 31, 1997
					(date)
	Indicate the method of adoption by checking the appropriate choice below:
	o  In accordance with sec. 180.1002, Wis. Stats. (By the Board of Directors)
OR
	ý  In accordance with sec. 180.1003, Wis. Stats. (By the Board of Directors and Shareholders)
OR
	o  In accordance with sec. 180.1005, Wis. Stats. (By Incorporators or Board of Directors, before issuance of shares)
C.	Executed on behalf of the corporation on						August 31, 1997
							(date)
							/s/ Thomas E. Miller
							(signature)
							Thomas E. Miller
							(printed name)
							President
							(officer’s title)
D.	This document was drafted by					This document was not drafted in Wisconsin
						(name of individual required by law)
FILING FEE - $40.00 OR MORE
SEE REVERSE for Instructions, Suggestions, Filing Fees and Procedures
Printed on Recycled Paper

ARTICLES OF AMENDMENT

  Stock (for profit)

Nancy G. Barber		Please indicate where you would like the
Gray, Plant, Mooty, Mooty & Bennett, P.A.	acknowledgement copy of the filed document sent.  Please include complete name and mailing address.
3400 City Center
33 South Sixth Street
Minneapolis, MN 55402

Your phone number during the day: (612) 343 - 2856

INSTRUCTIONS (Ref. sec. 180.1006 Wis. Stats. for document content)

   Submit one original and one exact copy to Dept. of Financial Institutions, P.O. Box 7846, Madison, Wisconsin 53707-7846. (If sent by Express or Priority U.S. mail, address to 30 W. Mifflin Street, 9th Floor, Madison WI 53703). The original must include an original, manual signature (sec. 180.0120(3)(c), Wis. Stats.).  If you have any additional questions, please call the Division of Corporate and Consumer Services at 608/266-3590.

A.State the name of the corporation (before any changes effected by this amendment) and the text of the amendment(s).  The text should recite the resolution adopted (e.g., “RESOLVED, THAT, Article 1 of the Articles of Incorporation is hereby amended to read as follows. . . . etc.”)

If an amendment provides for an exchange, reclassification or cancellation of issued shares, state the provisions for implementing the amendment if not contained in the amendment itself.

B.Enter the date of adoption of the amendment(s). If there is more than one amendment, identify the date of adoption of each.  Mark one of the three choices to indicate the method of adoption of the amendment(s).

By Board of Directors - Refer to sec. 180.1002 Wis. Stats. for specific information on the character of amendments that may be adopted by the Board of Directors without shareholder action.

By Board of Directors and Shareholders - - Amendments proposed by the Board of Directors and adopted by shareholder approval. Voting requirements differ with circumstances and provisions in the articles of incorporation. See sec. 180.1003 Wis. Stats. for specific information.

By Incorporators or Board of Directors - Before issuance of shares - See sec. 180.1005 Wis. Stats. for conditions attached to the adoption of an amendment approved by a vote or consent of less than 2/3rds of the shares subscribed for.

C.Enter the date of execution and the name and title of the person signing the document. The document must be signed by one of the following: An officer (or incorporator if directors have not yet been elected) of the corporation or the fiduciary if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary. At least one copy must bear an original manual signature.

D.If the document is executed in Wisconsin, sec. 182.01(3) Wis. Stats. provides that it shall not be filed unless the name of the drafter (either an individual or a governmental agency) is printed in a legible manner. If document is NOT drafted in Wisconsin, please so state.

FILING FEES

Submit the document with a minimum filing fee of $40.00, payable to DEPT. OF FINANCIAL INSTITUTIONS. If the amendment causes an increase in the number of authorized shares, provide an additional fee of 1 cent for each new authorized share.  When the document has been filed, an acknowledgement copy stamped “FILED” will be sent to the address indicated above.

Form 13	STATE OF WISCONSIN
Secretary of State	FILED
WISCONSIN	MAR 5 1999
2/04	DEPARTMENT OF
	FINANCIAL INSTITUTIONS

CHANGE OF REGISTERED AGENT and/or REGISTERED OFFICE*

(Domestic & Foreign Stock (for profit) Corporations)

(Domestic & Foreign Limited Liability Companies)

*Registered OFFICE means the street address of the Registered AGENT’S business office.

A.Name of Corporation or Limited Liability Company:

REM Health of Wisconsin, Inc.
Organized under the laws of: (Check one)
ý Wisconsin                 OR                       o
	(foreign state or country)

B.The corporation/limited liability company submits this statement for the purpose of changing its registered agent and/or registered office in Wisconsin, to be:

New (or continuing) Registered AGENT in Wisconsin:
	Ann Miller
New (or continuing) Registered OFFICE in Wisconsin:
	1317 Applegate Road
	Complete street address of registered office
	Madison	, Wisconsin	53713
	City		Zip Code
The street addresses of the registered office and the business office of the registered agent, as changed or continued, are identical.

C.Executed on behalf of the corporation/limited liability company on

February 15, 1999

                            (date)

/s/ Craig R. Miller

                            (signature)

Craig R. Miller

                            (printed name)

Vice President, Secretary and Treasurer

                            (title)

FILING FEE - $10.00

SEE REVERSE for Instructions, Suggestions, and Procedures

Printed on Recycled Paper

CHANGE OF REGISTERED AGENT and/or REGISTERED OFFICE*

(Domestic & Foreign Stock (for profit) Corporations)

(Domestic & Foreign Limited Liability Companies)

* Registered OFFICE means the street address of the Registered AGENT'S business office.

Alice E. Campbell		Please indicate where you would like the
Gray, Plant, Mooty, Mooty & Bennett, P.A.	acknowledgement of the filed document sent. Please include complete name and mailing address.
3400 City Center
33 South 6th Street
Minneapolis, MN 55402

Your phone number during the day: (612) 343 - 2986

INSTRUCTIONS (Ref. sec. 180.0502,180.1508, 183.0105 and 183.1008 Wis. Stats. for document content)

Submit one original and one exact copy to Secretary of State, P.O. Box 7846, Madison, Wisconsin, 53707-7846. (If sent by Express or Priority U.S. mail, address to 30 W. Mifflin Street, 9th Floor, Madison WI 53703). The original must include an original manual signature.  If you have any additional questions, please contact the Corporations Division at 608/266-3590.

A.Indicate the name of the corporation or limited liability company and the state in which it is incorporated or organized.

B.State the name of the new (or continuing) registered agent and the complete address of the new (or continuing) registered office.

The corporation or limited liability company may not name itself as its registered agent. The registered agent shall be one of the following:

a)A natural person who resides in this state and whose business office is identical with the registered office.

b)A domestic corporation, a domestic limited liability company, or a nonstock corporation organized in this state, whose business office is identical with the registered office.

c)A foreign corporation, or a foreign limited liability company, that is authorized to transact business in this state, whose business office is identical with the registered office.

The corporation or limited liability company must have a registered agent located at a registered office in Wisconsin.  The address of the registered office must be a physical location.  State street number and name, city and ZIP code in Wisconsin. P.O. Box addresses may be included as part of the address, but are not sufficient alone.

C.Execution on behalf of a corporation: Enter the date of execution, and the name and title of the person signing the document. The document must be signed by one of the following: an officer of the corporation (or incorporator, if directors have not been elected); or the fiduciary, if the corporation is in the hands of a receiver, trustee, or other court appointed fiduciary.

   OR

C.Execution on behalf of a limited liability company:  Enter the date of execution, and the name and title of the person signing the document. The document must be signed by one of the following: a manager, if management of the limited liability company is vested in a manager or managers; or by a member, if management of the limited liability company is reserved to the members.

When the document has been filed by the Secretary of State, an acknowledgement copy stamped “FILED” will be sent to the address indicated above.

FILING FEES

   A filing fee of $10.00, payable to SECRETARY OF STATE must accompany the document.

EX-3.78

Exhibit 3.78

BY-LAWS

OF

JEFFERSON MEADOWS HOME HEALTH CARE, INC.

INTRODUCTION - -

VARIABLE REFERENCES

0.01Date of annual shareholders’ meeting (See Section 2.01):

9:00 A.M.	2nd	15th	June	1984
(Hour)	(Week)	(Day)	(Month)	(First Year)

0.02Required notice of shareholders’ meeting (See Section 2.04): not less than 2 days.

0.03Authorized number of directors (See Section 3.01): eight.

0.04Required notice of directors’ meetings (See Section 3.05):

(a) not less than 48 hours if by mail, and

(b) not less than 24 hours if by telegram or personal delivery.

0.05Authorized number of Vice-Presidents (See Section 4.01): one.

ARTICLE I. OFFICES

1.01 Principal and Business Offices. The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.

1.02 Registered Office. The registered office of the corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent. The business office of the registered agent of the corporation shall be identical to such registered office.

ARTICLE II. SHAREHOLDERS

2.01 Annual Meeting. The annual meeting of the shareholders shall be held at the date and hour in each year set forth in Section 0.01, or at such other time and date within thirty days before or after said date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

2.02 Special Meeting. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or the Board of Directors or by the person designated in the written request of the holders of not less than one-tenth of all shares of the corporation entitled to vote at the meeting.

2.03 Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Wisconsin, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal business office of the corporation in the State of Wisconsin or such other suitable place in the county of such principal office as may be designated by the person calling such meeting, but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.

2.04 Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than the number of days set forth in Section 0.02 (unless a longer period is required by law or the articles of incorporation) nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or other officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock record books of the corporation, with postage thereon prepaid.

2.05 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or

in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the close of business on the date on which notice of the meeting is mailed or on the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall be applied to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.

2.06 Voting Records. The officer or agent having charge of the stock transfer books for shares of the corporation shall, before each meeting of shareholders, make a complete record of the shareholders entitled to vote at such meeting, or any adjournment thereof, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such record or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

2.07 Quorum. Except as otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by law or the articles of incorporation. Though less than a quorum of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.08 Conduct of Meetings. The President, and in his absence, a Vice-President in the order provided under Section 4.06, and in their absence, any person chosen by the shareholders present shall call the meeting of the shareholders to order and shall act as

chairman of the meeting, and the Secretary of the corporation shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

2.09 Proxies. At all meetings of shareholders, a shareholder entitled to vote may vote in person or by proxy appointed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. Unless otherwise provided in the proxy, a proxy may be revoked at any time before it is voted, either by written notice filed with the Secretary or the acting secretary of the meeting or by oral notice given by the shareholder to the presiding officer during the meeting. The presence of a shareholder who has filed his proxy shall not of itself constitute a revocation. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. The Board of Directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies.

2.10 Voting of Shares. Each outstanding share shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are enlarged, limited or denied by the articles of incorporation.

2.11 Voting of Shares by Certain Holders.

(a) Other Corporations. Shares standing in the name of another corporation may be voted either in person or by proxy, by the president of such corporation or any other officer appointed by such president. A proxy executed by any principal officer of such other corporation or assistant thereto shall be conclusive evidence of the signer’s authority to act, in the absence of express notice to this corporation, given in writing to the Secretary of this corporation, of the designation of some other person by the board of directors or the by-laws of such other corporation.

(b) Legal Representatives and Fiduciaries. Shares held by an administrator, executor, guardian, conservator, trustee in bankruptcy, receiver, or assignee for creditors may be voted by him, either in person or by proxy, without a transfer of such shares into his name, provided that there is filed with the Secretary before or at the time of meeting proper evidence of his incumbency and the number of shares held. Shares standing in the name of a fiduciary may be voted by him, either in person or by proxy. A proxy executed by a fiduciary, shall be conclusive evidence of the signer’s authority to act, in the absence of express notice to this corporation, given in writing to the Secretary of this corporation, that such manner of voting is expressly prohibited or otherwise directed by the document creating the fiduciary relationship.

(c) Pledges. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(d) Treasury Stock and Subsidiaries. Neither treasury shares, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by this corporation, shall be voted at any meeting or

counted in determining the total number of outstanding shares entitled to vote, but shares of its own issue held by this corporation in a fiduciary capacity, or held by such other corporation in a fiduciary capacity, may be voted and shall be counted in determining the total number of outstanding shares entitled to vote.

(e) Minors. Shares held by a minor may be voted by such minor in person or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the corporation has received written notice or has actual knowledge that such shareholder is a minor.

(f) Incompetents and Spendthrifts. Shares held by an incompetent or spendthrift may be voted by such incompetent or spendthrift in person or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the corporation has actual knowledge that such shareholder has been adjudicated an incompetent or spendthrift or actual knowledge of filing of judicial proceedings for appointment of a guardian.

(g) Joint Tenants. Shares registered in the names of two or more individuals who are named in the registration as joint tenants may be voted in person or by proxy signed by any one or more of such individuals if either (i) no other such individual or his legal representative is present and claims the right to participate in the voting of such shares or prior to the vote files with the Secretary of the corporation a contrary written voting authorization or direction or written denial of authority of the individual present or signing the proxy proposed to be voted or (ii) all such other individuals are deceased and the Secretary of the corporation has no actual knowledge that the survivor has been adjudicated not to be the successor to the interests of those deceased.

2.12 Waiver of Notice by Shareholders. Whenever any notice whatever is required to be given to any shareholder of the corporation under the articles of incorporation or by-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the shareholder entitled to such notice, shall be deemed equivalent to the giving of such notice; provided that such waiver in respect to any matter of which notice is required under any provision of the Wisconsin Business Corporation Law, shall contain the same information as would have been required to be included in such notice, except the time and place of meeting.

2.13 Unanimous Consent without Meeting. Any action required or permitted by the articles of incorporation or by-laws or any provision of law to be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III. BOARD OF DIRECTORS

3.01 General Powers and Number. The business and affairs of the corporation shall be managed by its Board of Directors. The number of directors of the corporation as shall be provided in Section 0.03.

3.02 Tenure and Qualifications. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected, or until his prior death, resignation or removal. A director may be removed from office by affirmative vote of a majority of the outstanding shares entitled to vote for the election of such director, taken at a meeting of shareholders called for that purpose. A director may resign at any time by filing his written resignation with the Secretary of the corporation. Directors need not be residents of the State of Wisconsin or shareholders of the corporation.

3.03 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after the annual meeting of shareholders, and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings without other notice than such resolution.

3.04 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, Secretary or any two directors. The President or Secretary calling any special meeting of the Board of Directors may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting of the Board of Directors called by them, and if no other place is fixed the place of meeting shall be the principal business office of the corporation in the State of Wisconsin.

3.05 Notice; Waiver. Notice of each meeting of the Board of Directors (unless otherwise provided in or pursuant to Section 3.03) shall be given by written notice delivered personally or mailed or given by telegram to each director at his business address or at such other address as such director shall have designated in writing filed with the Secretary, in each case not less than that number of hours prior thereto as set forth in Section 0.04. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Whenever any notice whatever is required to be given to any director of the corporation under the articles of incorporation or by-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.06 Quorum. Except as otherwise provided by law or by the articles of incorporation or these by-laws, a majority of the number of directors as provided in

Section 0.03 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.

3.07 Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by the articles of incorporation of these by-laws.

3.08 Conduct of Meetings. The President, and in his absence, a Vice-President in the order provided under Section 4.06, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any Assistant Secretary or any director or other person present to act as secretary of the meeting.

3.09 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors; provided, that in case of a vacancy created by the removal of a director by vote of the shareholders, the shareholders shall have the right to fill such vacancy at the same meeting or any adjournment thereof.

3.10 Compensation. The Board of Directors, by affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or to delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employes and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employes to the corporation.

3.11 Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors or a committee thereof of which he is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

3.12 Committees. The Board of Directors by resolution adopted by the affirmative vote of a majority of the number of directors as provided in Section 0.03 may designate one or more committees, each committee to consist of three or more directors elected by

the Board of Directors, which to the extent provided in said resolution as initially adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote, shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the corporation, except action in respect to dividends to shareholders, election of the principal officers or the filling of vacancies in the Board of Directors or committees created pursuant to this section. The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee, upon request by the President or upon request by the chairman of such meeting. Each such committee shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request.

3.13 Unanimous Consent without Meeting. Any action required or permitted by the articles of incorporation or by-laws or any provision of law to be taken by the Board of Directors at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors then in office.

ARTICLE IV. OFFICERS

4.01 Number. The principal officers of the corporation shall be a President, the number of Vice-Presidents as provided in Section 0.05, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary and the offices of President and Vice-President.

4.02 Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected or until his prior death, resignation or removal.

4.03 Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

4.04 Vacancies. A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.

4.05 President. The President shall be the principal executive officer of the

corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employes of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employes shall hold office at the discretion of the President. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he may authorize any Vice-President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

4.06 The Vice-Presidents.  In the absence of the President or in the event of his death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors. The execution of any instrument of the corporation by any Vice-President shall be conclusive evidence, as to third parties, of his authority to act in the stead of the President.

4.07 The Secretary. The Secretary shall: (a) keep the minutes of the meetings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep or arrange for the keeping of a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice-President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors.

4.08 The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Section 5.04; and (c) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety and sureties as the Board of Directors shall determine.

4.09 Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the President or a Vice-President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

4.10 Other Assistants and Acting Officers. The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or as agent for the corporation in his stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer or other agent so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he is so appointed to be assistant, or as to which he is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.

4.11 Salaries. The salaries of the principal officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS

AND DEPOSITS; SPECIAL CORPORATE ACTS

5.01 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the President or one of the Vice-Presidents and by the

Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an Assistant Secretary, when necessary or required, shall affix the corporate seal thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.

5.02 Loans. No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

5.03 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.

5.04 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as may be selected by or under the authority of a resolution of the Board of Directors.

5.05 Voting of Securities Owned by this Corporation. Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the President of this corporation if he be present, or in his absence by any Vice-President of this corporation who may be present, and (b) whenever, in the judgment of the President, or in his absence, of any Vice-President, it is desirable for this corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this corporation, such proxy or consent shall be executed in the name of this corporation by the President or one of the Vice-Presidents of this corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this corporation the same as such shares or other securities might be voted by this corporation.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.01 Certificates for Shares. Certificates representing shares of the corporation shall be in such form, consistent with law, as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the

shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 6.06.

6.02 Facsimile Signatures and Seal. The seal of the corporation on any certificates for shares may be a facsimile. The signatures of the President or Vice-President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or a registrar, other than the corporation itself or an employee of the corporation.

6.03 Signature by Former Officers. In case any officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

6.04 Transfer of Shares. Prior to due presentment of a certificate for shares for registration of transfer the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner. Where a certificate for shares is presented to the corporation with a request to register for transfer, the corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements, and (b) the corporation had no duty to inquire into adverse claims or has discharged any such duty. The corporation may require reasonable assurance that said endorsements are genuine and effective and compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors.

6.05 Restrictions on Transfer. The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the corporation upon the transfer of such shares.

6.06 Lost, Destroyed or Stolen Certificates. Where the owner claims that his certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the corporation has notice that such shares have been acquired by a bona fide purchaser, and (b) files with the corporation a sufficient indemnity bond, and (c) satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.

6.07 Consideration for Shares. The shares of the corporation may be issued for such consideration as shall be fixed from time to time by the Board of Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof. The consideration to be paid for shares may be paid in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation. When payment of the consideration for which shares are

to be issued shall have been received by the corporation, such shares shall be deemed to be fully paid and nonassessable by the corporation. No certificate shall be issued for any share until such share is fully paid.

6.08 Stock Regulations. The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of the State of Wisconsin as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the corporation.

ARTICLE VII. SEAL

7.01 There shall be no corporate seal.

ARTICLE VIII. AMENDMENTS

8.01 By Shareholders. These by-laws may be altered, amended or repealed and new by-laws may be adopted by the shareholders by affirmative vote of not less than a majority of the shares present or represented at any annual or special meeting of the shareholders at which a quorum is in attendance.

8.02 By Directors. These by-laws may also be altered, amended or repealed and new by-laws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; but no by-law adopted by the shareholders shall be amended or repealed by the Board of Directors if the by-law so adopted so provides.

8.03 Implied Amendments. Any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the by-laws then in effect but is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the by-laws so that the by-laws would be consistent with such action, shall be given the same effect as though the by-laws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

8.04 Hospice Program. These by-laws shall fully apply to the hospice program, which shall be a division of the Corporation.

EX-3.79

Exhibit 3.79

ARTICLES OF INCORPORATION

Executed by the undersigned for the purpose of forming a Wisconsin corporation under the “Wisconsin Business Corporation Law”, Chapter 180 of the Wisconsin Statutes:

Article 1.

The name of the corporation is Jefferson Meadows Home Nursing Services, Inc.

Article 2.

The period of existence will be perpetual

Article 3.

The purposes shall be to engage in any lawful activities authorized by Chapter 180 of the Wisconsin Statutes.

Article 4.

The number of shares which it shall have authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, with a class, is:

Class	Series (if any)	Number of shares	Par value per share or statement that shares are without par value
Common	none	56,000.00	$1.00

Article 5.

The preferences, limitation, designation, and relative rights of each class or series of stock, are

None

Article 6.

The initial registered office is located in         Sauk         County, Wisconsin, and the address of such registered office is

1350 Jefferson St.
Baraboo, WI 53913 { The complete address, including street and number, if assigned, and the ZIP code, must be stated.

Article 7.

The name of initial registered agent at such address is John J. Roelse

— See instructions and suggestions elsewhere on the form —

Article 8.  The number of directors constituting the board of directors shall be      8     .

Article 9.  (Use of Article 9 is optional — see instructions)

The names of the initial directors are:  William H. Hommel; Sharon W. Hommel; Donald K. Baxter; Lee F. Baxter; John T. Siebert; Suzanne E. Schwanz Siebert; John J. Roelse; Judith A. Roelse.

Article 10.  (Other provisions)

Article 11.

These articles may be amended in the manner authorized by law at the time of amendment.

Article 12.

The name and address of incorporator (or incorporators) are:

	ADDRESS
NAME	(street & number, city, state & ZIP code)
James A. Jaeger	P.O. Box 1664, Madison, WI, 53701

Executed in duplicate on the    18th    day of      May     , 1984

	{	/s/ James A. Jaeger
All incorporators
SIGN HERE

STATE OF WISCONSIN
County of } ss.

Personally came before me this       18th      day of      May      A.D., 1984 the aforenamed incorporator(s)      James A. Jaeger      to me known to be the person who executed the foregoing instrument, and acknowledged the same.

/s/ James K. [ILLEGIBLE]	[Notarial Seal]
Notary Public
My Commission is permanent

This document was drafted by      James A. Jaeger      (See instructions)

(Name of person — please print or type)

CONTENT OF THE FORM INSTRUCTIONS AND SUGGESTIONS STATE OF WISCONSIN
FILED
MAY 18 1984
DOUGLAS LA FOLLETTE
SECRETARY OF STATE

A. Article 1.  The name must contain “Corporation”, “Incorporated”, or “Limited” or the abbreviation of one of those words.

B. Article 2.  Insert “perpetual” or insert any limitation desired, but not “indefinite”.

C. Article 3.  You may strike out the imprinted purposes clause and substitute a clause to cite particular purposes, should you so desire. (The statute expressly states that it is not necessary to enumerate the powers.)

D. Article 4.  For the minimum filing fee, you may authorize 2,800 shares of no par value stock, or $56,000 of par value stock. Some quantity of capital stock is to be authorized. See instructions on “Filing fees”

E. Article 5.  This means, in substance, that this article must show all the rights, privileges, and restrictions as between classes of stock and as between series of stock in any class. If desired, a provision may be inserted authorizing the directos to fix the variations in rights as to series of any class. If none, so specify.

F. Articles 6 & 7. The corporation must have a registered office in Wisconsin and a registered agent at such office. This office need not be the same as the corporation’s place of business, but it must be the business office of the registered agent. The address of the registered office must be physically described, i.e., give the street name and number, when assiged, and city and ZIP code in Wisconsin, and the county within which the office is located. P.O. Box addresses may also be included for mailing purposes.

G. Article 9.  Sec. 180.32(1) provides that the initial board of directors may be named in the articles of incorporation. If you do not name the initial board, strike out article 9.

H. Article 10.  Provided as a place in which to insert any desired material such a restricting preemptive rights, stock transfer restrictions, quorum provisions, etc.

Mail Returned Copy to:

(FILL IN THE NAME AND ADDRESS HERE)

James A. Jaeger

P.O. Box 1664

Madison, WI 53701

INSTRUCTIONS AND SUGGESTIONS (Continued)

J. Article 12.  Have the INCORPORATOR SIGN before a Notary Public. The number of incorporators may be one or more, but all the incorporators listed in the articles must sign. Make sure that both of the copies have ORIGINAL SIGNATURES. Carbon copy, xerox, or rubber stamp signatures are not acceptable.

K. Notary public must SIGN AND AFFIX SEAL on both copies of the articles, and complete their statement in the area provided. Make sure that original signatures and seal impressions appear on both copies.

L. If the document is executed or acknowledged in Wisconsin, sec. 14.38(14) of the Wisconsin Statutes provides that it shall not be filed unless the name of the person (individual) who, or the governmental agency which, drafted it is printed, typewritten, stamped or written thereon in a legible manner.

PREPARATION, FEES AND TRANSMITTAL

M. Prepare document in DUPLICATE ORIGINAL. Furnish Secretary of State two identical copies of the articles of incorporation. (Mailing address: Corporation Division, Secretary of State, P O Box 7846, Madison WI, 53707). One copy will be retained (filed) by Secretary of State and the other copy transmitted directly to the Register of Deeds of the county within which the corporation’s initial registered office is located, together with your check for the recording fee. When the recording has been accomplished, the document will be returned to the address you furnish on the back of the form.

N. Two SEPARATE REMITTANCES are required.

1) Send a FILING FEE of $70 (or more) payable to SECRETARY OF STATE with the articles of incorporation. $70 is the minimum fee and is sufficient for 2,800 shares of no par value stock, or $56,000 of par value stock. Add $1.25 more filing fee for each $1,000 (or fraction thereof) for par value stock in excess of $56,000, and/or 2-1/2 cents more filing fee for each share of no par value stock in excess of 2,800. Your cancelled check is your receipt for fee payment.

2) Send a RECORDING FEE of $10 (or more) payable to REGISTER OF DEEDS OF                       COUNTY, WISCONSIN with the articles of incorporation. Name the county within which the corporation’s initial registered office is located. Recording fee for this standard form is $10. If you append additional pages, add $2 more recording fee for each additional page. Please furnish the fee for the Register of Deeds in check form to this office and we will transmit it to the Register of Deeds with the document for recording.

(Form 4) - 1983	State of Wisconsin	CORPORATION DIVISION
AMENDMENT	SECRETARY OF STATE	P O Box 7846
(stock corp)		Madison WI 53707

Resolved, That the name of the Corporation is JEFFERSON HOME NURSING SERVICES, INC.

The undersigned officers of Jefferson Meadows Home Nursing Services, Inc. a Wisconsin corporation with registered office in Sauk County, Wisconsin, CERTIFY:

1(A) The foregoing amendment of the articles of incorporation of said corporation was consented to in writing by the holders of all shares entitled to vote with respect to the subject matter of said amendment, duly signed by said shareholders or in their names by their duly authorized attorneys.

OR (PLEASE STRIKE OUT THE ITEM YOU DO NOT USE) - See instruction 1

1(B) The foregoing amendment of the articles of incorporation of said corporation was adopted by the shareholders on the                  day of                       by the following vote:

				VOTE ON ADOPTION
Class	Number of SHARES outstanding	Number of SHARES entitled to vote	Number of “Yes” votes REQUIRED	Number of “Yes” votes CAST	Number of “No” votes CAST
Common
Preferred

2 (See instruction 2)

Executed in duplicate and seal (if any) affixed this 23rd day of February 1987

	/s/ William Hommel
	President
	William Hommel
(Affix seal or state that there is name)
	/s/ Judith Roelse
	Secretary
	Judith Roelse

This document was drafted by	Atty. Glenn R. Quale	(Section 14.38(14) Wis Statutes
(Please print of type name)

AMENDMENT - STOCK

Mail Returned Copy to:	[SEAL]
(FILL IN THE NAME AND ADDRESS HERE)
Atty. Glenn R. Quale
PO Box 443
Baraboo, WI 53913

INSTRUCTIONS

1.             Amendment may be effected either  by

A) Vote of the shareholders, at a shareholder’s meeting. Use item  1(b) OR B) Written consent of all shareholders, without a meeting. Use item 1(a).

Ref. sec. 180.25 Wis Stats. For corporations organized on or after 1 Jan 1973, statutory minimum of affirmative votes to adopt resolution is a majority of the shares entitled to vote. For corporations organized previously, statutory minimum is 2/3 of the shares entitled to vote, unless articles provide for majority vote. (If any class or series of shares is entitled to vote as a class, minimum vote requirements must be met by each class or series entitled to vote thereon as a class and of the total shares entitled to vote thereon. )

2.             Item 2. If amendment provides for exchange, reclassification or cancellation of issued shares, or effects a change in the amount of state capital, enter a statement of the manner in which the same will be accomplished. Ref. sec. 180.53(6) & (7) Wisconsin Statutes.

3.             Affix CORPORATE SEAL to each copy of the document, or enter the remark “NO SEAL”, if the corporation does not have a seal.  The PRESIDENT (or vice-president) and SECRETARY (or asst secretary) are to sign each copy with original signatures. Carbon copy, xerox, or rubber stamp signatures are not acceptable.

4              Submit in DUPLICATE ORIGINAL. Furnish Secretary of State two copies of the document. (Mailing address: Corporation Division, Secretary of State, P O Box 7846, Madison WI, 53707).  One copy will be retained (filed) by Secretary of State and the other copy transmitted directly to the Register of Deeds of the county named in this document, together with your check for the recording fee. When the recording has been accomplished, the document will be returned to the address you furnish on the back of this form.

5.             Two SEPARATE REMITTANCES are required.

(A)  Send a filing fee of $ 25 (or more), payable to SECRETARY OF STATE. Additional fee may be due if amendment causes an increase in authorized capital shares.  The rate on shares is $1.25 per $1,000 on par value shares, and/or 2 1/2 cents per share on no par value shares. Compute fee at such rates on the aggregate number of shares AFTER giving effect to the amendment.  Deduct therefrom the fee applicable to the authorized shares BEFORE amendment.  The remainder, if any, is the additional fee due.

B)  Send a RECORDING FEE of $6, Payable to REGISTER OF DEEDS of the county named in this document as the county within which the corporation’s registered office is located. If you append additional pages to this standard form, add $2 more recording fee for each additional page.

Please furnish the fee for the Register of Deeds in check form with your document, and we will transmit it to the Register of Deeds with the document for recording.

DFI/CCS/Corp	STATE OF WISCONSIN
Form 4	FILED
WISCONSIN	SEP 10 1997
7/96	DEPARTMENT OF
	FINANCIAL INSTITUTIONS

ARTICLES OF AMENDMENT

Stock (for profit)

A.	Name of Corporation:			Jefferson Home Nursing Services, Inc.
				(prior to any change effected by this amendment)
	Text of Amendment  (Refer to the existing articles of incorporation and instruction A. Determine those items to be changed and set forth below the number identifying the paragraph being changed and how the amended paragraph is to read.)
		RESOLVED, THAT, the articles of incorporation be amended as follows:
			The name of the corporation is changed from Jefferson Home Nursing Services, Inc. to REM Health of Wisconsin II, Inc.
B.	Amendment(s) adopted on				August 31, 1997
					(date)
	Indicate the method of adoption by checking the appropriate choice below:
	o  In accordance with sec. 180.1002, Wis. Stats. (By the Board of Directors)
OR
	ý  In accordance with sec. 180.1003, Wis. Stats. (By the Board of Directors and Shareholders)
OR
	o  In accordance with sec. 180.1005, Wis. Stats. (By Incorporators or Board of Directors, before issuance of shares)
C.	Executed on behalf of the corporation on						August 31, 1997
							(date)
							/s/ Thomas E. Miller
							(signature)
							Thomas E. Miller
							(printed name)
							President
							(officer’s title)
D.	This document was drafted by					This document was not drafted in Wisconsin
						(name of individual required by law)
FILING FEE - $40.00 OR MORE
SEE REVERSE for Instructions, Suggestions, Filing Fees and Procedures
Printed on Recycled Paper

ARTICLES OF AMENDMENT

  Stock (for profit)

Nancy G. Barber		Please indicate where you would like the acknowledgement
Gray, Plant, Mooty, Mooty & Bennett, P.A.	copy of the filed document sent.  Please include complete name and mailing address.
3400 City Center
33 South Sixth Street
Minneapolis, MN 55402

Your phone number during the day:  (612) 343 - 2856

INSTRUCTIONS  (Ref. sec. 180.1006 Wis. Stats. for document content)

   Submit one original and one exact copy to Dept. of Financial Institutions, P.O. Box 7846, Madison, Wisconsin, 53707-7846.  (If sent by Express or Priority U.S. mail, address to 30 W. Mifflin Street, 9th Floor, Madison WI 53703).  The original must include an original, manual signature (sec. 180.0120(3)(c), Wis. Stats.).  If you have any additional questions, please call the Division of Corporate and Consumer Services at 608/266-3590.

A.State the name of the corporation (before any changes effected by this amendment) and the text of the amendment(s).  The text should recite the resolution adopted (e.g., “RESOLVED, THAT, Article 1 of the Articles of Incorporation is hereby amended to read as follows. . . . etc.”)

If an amendment provides for an exchange, reclassification or cancellation of issued shares, state the provisions for implementing the amendment if not contained in the amendment itself.

B.Enter the date of adoption of the amendment(s).  If there is more than one amendment, identify the date of adoption of each.  Mark one of the three choices to indicate the method of adoption of the amendment(s).

By Board of Directors - Refer to sec. 180.1002 Wis. Stats. for specific information on the character of amendments that may be adopted by the Board of Directors without shareholder action.

By Board of Directors and Shareholders - Amendments proposed by the Board of Directors and adopted by shareholder approval.  Voting requirements differ with circumstances and provisions in the articles of incorporation.  See sec. 180.1003 Wis. Stats. for specific information.

By Incorporators or Board of Directors - Before issuance of shares - See sec. 180.1005 Wis. Stats. for conditions attached to the adoption of an amendment approved by a vote or consent of less than 2/3rds of the shares subscribed for.

C.Enter the date of execution and the name and title of the person signing the document.  The document must be signed by one of the following: An officer (or incorporator if directors have not yet been elected) of the corporation or the fiduciary if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary.  At least one copy must bear an original manual signature.

D.If the document is executed in Wisconsin, sec. 182.01(3) Wis. Stats. provides that it shall not be filed unless the name of the drafter (either an individual or a governmental agency) is printed in a legible manner. If document is NOT drafted in Wisconsin, please so state.

FILING FEES

Submit the document with a minimum filing fee of $40.00, payable to DEPT. OF FINANCIAL INSTITUTIONS.  If the amendment causes an increase in the number of authorized shares, provide an additional fee of 1 cent for each new authorized share.  When the document has been filed, an acknowledgement copy stamped “FILED” will be sent to the address indicated above.

Form 13	STATE OF WISCONSIN
Secretary of State	FILED
WISCONSIN	MAR  5 1999
2/94	DEPARTMENT OF
	FINANCIAL INSTITUTIONS

CHANGE OF REGISTERED AGENT and/or REGISTERED OFFICE*

(Domestic & Foreign Stock (for profit) Corporations)

(Domestic & Foreign Limited Liability Companies)

*Registered OFFICE means the street address of the Registered AGENT’S business office.

A.

Name of Corporation or Limited Liability Company:

REM Health of Wisconsin II, Inc.

Organized under the laws of: (Check one)

ý

Wisconsin

OR

o

(foreign state or country)

B.

The corporation/limited liability company submits this statement for the purpose of changing its registered agent and/or registered office in Wisconsin, to be:

New (or continuing) Registered AGENT in Wisconsin:

Ann Miller

New (or continuing) Registered OFFICE in Wisconsin:

1317 Applegate Road

Complete street address of registered office

Madison

,

Wisconsin

53713

City

Zip Code

The street addresses of the registered office and the business office of the registered agent, as changed or continued, are identical.

C.

Executed on behalf of the corporation/limited liability company on

February 15, 1999

(date)

/s/ Craig R. Miller

(signature)

Craig R. Miller

(printed name)

Vice President, Secretary and Treasurer

(title)

FILING FEE - $10.00

SEE REVERSE for Instructions, Suggestions, and Procedures

CHANGE OF REGISTERED AGENT and/or REGISTERED OFFICE*

(Domestic & Foreign Stock (for profit) Corporations)

(Domestic & Foreign Limited Liability Companies)

*Registered OFFICE means the street address of the Registered AGENT’s business office.

Alice E. Campbell		Please indicate where you
Gray, Plant, Mooty, Mooty & Bennett, P.A.	would like the acknowledgement
3400 City Center	of the filed document sent.
33 South 6th Street	Please include complete name
Minneapolis, MN 55402	and mailing address.

Your phone number during the day: (612)  343  -  2986 

INSTRUCTIONS (Ref. sec. 180.0502, 180.1508, 183.0105 and 183.1008 Wis. Stats. for document content)

Submit one original and one exact copy to Secretary of State, P.O. Box 7846, Madison, Wisconsin, 53707-7846.  (If sent by Express or Priority U.S. mail, address to 30 W. Mifflin Street, 9th Floor, Madison WI 53703).  The original must include an original manual signature.  If you have any additional questions, please contact the Corporations Division at 608/266-3590.

A.Indicate the name of the corporation or limited liability company and the state in which it is incorporated or organized.

B.State the name of the new (or continuing) registered agent and the complete address of the new (or continuing) registered office.

The corporation or limited liability company may not name itself as its registered agent.  The registered agent shall be one of the following:

a)A natural person who resides in this state and whose business office is identical with the registered office.

b)A domestic corporation, a domestic limited liability company, or a nonstock corporation organized in this state, whose business office is identical with the registered office.

c)A foreign corporation, or a foreign limited liability company, that is authorized to transact business in this state, whose business office is identical with the registered office.

The corporation or limited liability company must have a registered agent located at a registered office in Wisconsin.  The address of the registered office must be a physical location.  State street number and name, city and ZIP code in Wisconsin.  P.O. Box addresses may be included as part of the address, but are not sufficient alone.

C.Execution on behalf of a corporation: Enter the date of execution, and the name and title of the person signing the document.  The document must be signed by one of the following: an officer of the corporation (or incorporator, if directors have not been elected); or the fiduciary, if the corporation is in the hands of a receiver, trustee, or other court appointed fiduciary.

   OR

C.Execution on behalf of a limited liability company: Enter the date of execution, and the name and title of the person signing the document.  The document must be signed by one of the following: a manager, if management of the limited liability company is vested in a manager or managers; or by a member, if management of the limited liability company is reserved to the members.

When the document has been filed by the Secretary of State, an acknowledgement copy stamped ”FILED” will be sent to the address indicated above.

FILING FEES

  A filing fee of $10.00, payable to SECRETARY OF STATE must accompany the document.

EX-3.80

Exhibit 3.80

BY-LAWS

OF

JEFFERSON MEADOWS HOME NURSING SERVICES, INC.

INTRODUCTION - -
VARIABLE REFERENCES

0.01Date of annual shareholders’ meeting (See Section 2.01):

9:00 A.M.	2nd	15th	October	1984
(Hour)	(Week)	(Day)	(Month)	(First Year)

0.02Required notice of shareholders’ meeting (See Section 2.04): not less than 2 days.

0.03Authorized number of directors (See Section 3.01): Eight.

0.04Required notice of directors’ meetings (See Section 3.05)

(a) not less than 48 hours if by mail, and

(b) not less than 24 hours if by telegram or personal delivery.

0.05Authorized number of Vice-Presidents (See Section 4.01): one.

ARTICLE I.OFFICES

1.01 Principal and Business Offices. The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from

time to time.

1.02 Registered Office. The registered office of the corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent. The business office of the registered agent of the corporation shall be identical to such registered office.

ARTICLE II.SHAREHOLDERS

2.01 Annual Meeting. The annual meeting of the shareholders shall be held at the date and hour in each year set forth in Section 0.01, or at such other time and date within thirty days before or after said date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

2.02 Special Meeting. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or the Board of Directors or by the person designated in the written request of the holders of not less than one-tenth of all shares of the corporation entitled to vote at the meeting.

2.03 Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Wisconsin, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal business office of the corporation in the State of Wisconsin or such other suitable place in the county of such principal office as may be designated by the person calling such meeting, but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.

2.04 Notice of Meeting.  Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than the number of days set forth in Section 0.02 (unless a longer period is required by law or the articles of incorporation) nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or other officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock record books of the corporation, with postage thereon prepaid.

2.05 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or

in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days: If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the close of business on the date on which notice of the meeting is mailed or on the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall be applied to any adjourn­ment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.

2.06 Voting Records. The officer or agent having charge of the stock transfer books for shares of the-corporation shall, before each meeting of shareholders, make a complete record of the shareholders entitled to vote at such meeting, or any adjournment thereof, with the address of and the number of, shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such record or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

2.07 Quorum. Except as otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by law or the articles of incorporation. Though less than a quorum of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.08 Conduct of Meetings. The President, and in his absence, a Vice-President in the order provided under Section 4.06, and in their absence, any person chosen by the shareholders present shall call the meeting of the shareholders to order and shall act as

chairman of the meeting, and the Secretary of the corporation shall act as secretary of all meetings of the share­holders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

2.09 Proxies. At all meetings of shareholders, a shareholder entitled to vote may vote in person or by proxy appointed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. Unless otherwise provided in the proxy, a proxy may be revoked at any time before it is voted, either by written notice filed with the Secretary or the acting secretary of the meeting or by oral notice given by the shareholder to the presiding officer during the meeting. The presence of a shareholder who has filed his proxy shall not of itself constitute a revocation. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. The Board of Directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies.

2.10 Voting of Shares. Each outstanding share shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are enlarged, limited or denied by the articles of incorporation.

2.11 Voting of Shares by Certain Holders.

(a) Other Corporations. Shares standing in the name of another corporation may be voted either in person or by proxy, by the president of such corporation or any other officer appointed by such president. A proxy executed by any principal officer of such other corporation or assistant thereto shall be conclusive evidence of the signer’s authority to act, in the absence of express notice to this corporation, given in writing to the Secretary of this corporation, of the designation of some other person by the board of directors or the by-laws of such other corporation.

(b) Legal Representatives and Fiduciaries. Shares held by an administrator, executor, guardian, conservator, trustee in bankruptcy, receiver, or assignee for creditors may be voted by him, either in person or by proxy, without a transfer of such shares into his name, provided that there is filed with the Secretary before or at the time of meeting proper evidence of his incumbency and the number of shares held. Shares standing in the name of a fiduciary may be voted by him, either in person or by proxy. A proxy executed by a fiduciary, shall be conclusive evidence of the signer’s authority to act, in the absence of express notice to this corporation, given in writing to the Secretary of this corporation, that such manner of voting is expressly prohibited or otherwise directed by the document creating the fiduciary relationship.

(c) Pledges. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(d) Treasury Stock and Subsidiaries. Neither treasury shares, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by this corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares entitled to vote, but shares

of its, own issue held by this corporation in a fiduciary capacity, or held by such other corporation in a fiduciary capacity, may be voted and shall be counted in determining the total number of outstanding shares entitled to vote.

(e) Minors.  Shares held by a minor may be voted by such minor in person or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the corporation has received written notice or has actual knowledge that such shareholder is a minor.

(f) Incompetents and Spendthrifts. Shares held by an incompetent or spendthrift may be voted by such incompetent or spendthrift in person or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the corporation has actual knowledge that such shareholder has been adjudicated an incompetent or spendthrift or actual knowledge of filing of judicial proceedings for appointment of a guardian.

(g) Joint Tenants. Shares registered in the names of two or more individuals who are named in the registration as joint tenants may be voted in person or by proxy signed by any one or more of such individuals if either (i) no other such individual or his legal representative is present and claims the right to participate in the voting of such shares or prior to the vote files with the Secretary of the corporation a contrary written voting authorization or direction or written denial of authority of the individual present or signing the proxy proposed to be voted or (ii) all such other individuals are deceased and the Secretary of the corporation has no actual knowledge that the survivor has been adjudicated not to be the successor to the interests of those deceased.

2.12 Waiver of Notice by Shareholders. Whenever any notice whatever is required to be given to any shareholder of the corporation under the articles of incorporation or by-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the shareholder entitled to such notice, shall be deemed equivalent to the giving of such notice; provided that such waiver in respect to any matter of which notice is required under any provision of the Wisconsin Business Corporation Law, shall contain the same information as would have been required too be included in such notice, except the time and place of meeting.

2.13 Unanimous Consent without Meeting. Any action required or permitted by the articles of incorporation or by-laws or any provision of law to be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III.BOARD OF DIRECTORS

3.01 General Powers and Number. The business and affairs of the corporation shall be managed by its Board of Directors. The number of directors of the corporation shall be as provided in Section 0.03.

3.02 Tenure and Qualifications. Each director shall hold office until the next

annual meeting of shareholders and until his successor shall have been elected, or until his prior death, resignation or removal. A director may be removed from office by affirmative vote of a majority of the outstanding shares entitled to vote for the election of such director, taken at a meeting of shareholders called for that purpose. A director may resign at any time by filing his written resignation with the Secretary of the corporation. Directors need not be residents of the State of Wisconsin or shareholders of the corporation.

3.03 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after the annual meeting of shareholders, and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings without other notice than such resolution.

3.04 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, Secretary or any two directors. The President or Secretary calling any special meeting of the Board of Directors may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting of the Board of Directors called by them, and if no other place is fixed the place of meeting shall be the principal business office of the corporation in the State of Wisconsin.

3.05 Notice; Waiver. Notice of each meeting of the Board of Directors (unless otherwise provided in or pursuant to Section 3.03) shall be given by written notice delivered personally or mailed or given by telegram to each director at his business address or at such other address as such director shall have designated in writing filed with the Secretary, in each case not less than that number of hours prior thereto as set forth in Section 0.04. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Whenever any notice whatever is required to be given to any director of the corporation under the articles of incorporation or by-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice; shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.06 Quorum. Except as otherwise provided by law or by the articles of incorporation or these by-laws, a majority of the number of directors as provided in Section 0.03 shall constitute a quorum for the transaction of business at any meeting of

the Board of Directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.

3.07 Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by the articles of incorporation of these by-laws.

3.08 Conduct of Meetings. The President, and in his absence, a vice-President in the order provided under Section 4.06, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any Assistant Secretary or any director or other person present to act as secretary of the meeting.

3.09 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors; provided, that in case of a vacancy created by the removal of a director by vote of the shareholders, the share­holders shall have the right to fill such vacancy at the same meeting or any adjournment thereof.

3.10 Compensation. The Board of Directors, by affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or to delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employes and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employes to the corporation.

3.11 Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors or a committee thereof of which he is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

3.12 Committees. The Board of Directors by resolution adopted by the affirmative vote of a majority of the number of directors as provided in section 0.03 may designate one or more committees, each committee to consist of three or more directors elected by the Board of Directors, which to the extent provided in said resolution as initially

adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote, shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the corporation, except action in respect to dividends to shareholders, election of the principal officers or the filling of vacancies in the Board of Directors or committees created pursuant to this section. The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee, upon request by the President or upon request by the chairman of such meeting. Each such committee shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request.

3.13 Unanimous Consent without Meeting. Any action required or permitted by the articles of incorporation or by-laws or any provision of law to be taken by the Board of Directors at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors then in office.

ARTICLE IV. OFFICERS

4.01 Number. The principal officers of the corporation shall be a President, the number of Vice-Presidents as provided in Section 0.05, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary and the offices of President and Vice-President.

4.02 Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected or until his prior death, resignation or removal.

4.03 Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

4.04 Vacancies. A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.

4.05 President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general

supervise and control all of the business and affairs of the corporation.  He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employes of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employes shall hold office at the discretion of the President. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he may authorize any Vice-President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

4.06 The Vice-Presidents. In the absence of the President or in the event of his death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors. The execution of any instrument of the corporation by any Vice-President shall be conclusive evidence, as to third parties, of his authority to act in the stead of the President.

4.07 The Secretary. The Secretary shall: (a) keep the minutes of the meetings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep or arrange for the keeping of a regis­ter of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice-President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors.

4.08 The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts

for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Section 5.04; and (c) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety and sureties as the Board of Directors shall determine.

4.09 Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the President or a Vice-President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

4.10 Other Assistants and Acting Officers. The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or as agent for the corporation in his stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer or other agent so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he is so appointed to be assistant, or as to which he is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.

4.11 Salaries. The salaries of the principal officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS

AND DEPOSITS; SPECIAL CORPORATE ACTS

5.01 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the President or one of the Vice-Presidents and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an Assistant Secretary, when necessary or required, shall affix the corporate seal

thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.

5.02 Loans. No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

5.03 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.

5.04 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other deposi­taries as may be selected by or under the authority of a resolution of the Board of Directors.

5.05 Voting of Securities Owned by this Corporation. Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the President of this corporation if he be present, or in his absence by any Vice-President of this corporation who may be present, and (b) whenever, in the judgment of the President, or in his absence, of any Vice-President, it is desirable for this corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this corporation, such proxy or consent shall be executed in the name of this corporation by the President or one of the Vice-Presidents of this corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this corporation the same as such shares or other securities might be voted by this corporation.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.01 Certificates for Shares. Certificates representing shares of the corporation shall be in such form, consistent with law, as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise iden­tified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the-stock transfer books of the corporation. All certificates surrendered to

the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 6.06.

6.02 Facsimile Signatures and Seal. The seal of the corporation on any certificates for shares may be a facsimile. The signatures of the President or Vice-President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or a registrar, other than the corporation itself or an employee of the corporation.

6.03 Signature by Former Officers. In case any officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

6.04 Transfer of Shares. Prior to due presentment of a certificate for shares for registration of transfer the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner. Where a certificate for shares is presented to the corporation with a request to register for transfer, the corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements, and (b) the corporation had no duty to inquire into adverse claims or has discharged any such duty. The corporation may require reasonable assurance that said endorsements are genuine and effective and compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors.

6.05 Restrictions on Transfer. The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the corporation upon the transfer of such shares.

6.06 Lost, Destroyed or Stolen Certificates. Where the owner claims that his certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the cor­poration has notice that such shares have been acquired by a bona fide purchaser, and (b) files with the corporation a sufficient indemnity bond, and (c) satisfies such other reasonable require­ments as may be prescribed by or under the authority of the Board of Directors.

6.07 Consideration for Shares. The shares of the corpor­ation may be issued for such consideration as shall be fixed from time to time by the Board of Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof. The consideration to be paid for shares may be paid in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation. When payment of the consideration for which shares are to be issued shall have been received by the corporation, such shares shall be deemed to be fully paid and nonassessable by the corporation. No certificate shall be issued for any

share until such share is fully paid.

6.08 Stock Regulations. The Board of Directors shall have the power and authority to make all such further rules and regu­lations not inconsistent with the statutes of the State of Wisconsin as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the corporation.

ARTICLE VII. SEAL

7.01 There shall be no corporate seal.

ARTICLE VIII. AMENDMENTS

8.01 By Shareholders. These by-laws may be altered, amended or repealed and new by-laws may be adopted by the shareholders by affirmative vote of not less than a majority of the shares present or represented at any annual or special meeting of the shareholders at which a quorum is in attendance.

8.02 By Directors. These by-laws may also be altered, amended or repealed and new by-laws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; but no by-law adopted by the shareholders shall be amended or repealed by the Board of Directors if the by-law so adopted so provides.

8.03 Implied Amendments. Any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the by-laws then in effect but is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the by-laws so that the by-laws would be consistent with such action, shall be given the same effect as though the by-laws had been tem­porarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

EX-3.81

Exhibit 3.81

ARTICLES OF MERGER

OF

REM-FAIRMONT, INC.

AND

REM-MADELIA, INC.

WITH AND INTO

REM-MANKATO, INC.

(to be known as REM HEARTLAND, INC., after the merger)

Pursuant to the provisions of the Minnesota Business Corporation Act, the following Articles of Merger are executed on the date hereinafter set forth:

First: REM-Mankato, Inc., REM-Fairmont, Inc., and REM-Madelia, Inc., are each business corporations organized and existing under the laws of the State of Minnesota and are subject to the provisions of the Minnesota Business Corporation Law.

Second: REM-Mankato, Inc., has issued and outstanding one hundred (100) shares of common stock. REM-Fairmont, Inc., has issued and outstanding one hundred (100) shares of common stock. REM-Madelia, Inc., has issued and outstanding one hundred (100) shares of common stock.

Third: Annexed hereto as Exhibit A is a copy of the Agreement and Plan of Merger adopted by the boards of directors and shareholders of REM-Mankato, Inc., REM-Fairmont, and REM-Madelia, Inc., in compliance with Minnesota Statutes Section 302A.613.

Fourth: The effective date of the Merger provided for in the Agreement and Plan of Merger shall be January 1, 2000, at 12:01 a.m.

Executed at Minneapolis, Minnesota, on December 22, 1999.

REM-MANKATO, INC.
By	/s/ Thomas E. Miller
		Thomas E. Miller
		Its President

REM-FAIRMONT, INC.
By	/s/ Thomas E. Miller
		Thomas E. Miller
		Its President
REM-MADELIA, INC.
By	/s/ Thomas E. Miller
		Thomas E. Miller
		Its President

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

FOR THE MERGER

OF

REM-FAIRMONT, INC.

AND

REM-MADELIA, INC.

WITH AND INTO

REM-MANKATO, INC.

AGREEMENT AND PLAN OF MERGER, (the “Plan”), dated December 16, 1999, for the merger of REM-Fairmont, Inc., a Minnesota corporation (“REM-Fairmont”), and REM-Madelia, Inc., a Minnesota corporation (“REM-Madelia”) (hereinafter collectively referred to as the “Merged Corporations”), with and into REM-Mankato, Inc., a Minnesota corporation (which by reason of the merger will become REM Heartland, Inc., a Minnesota corporation) (the “Surviving Corporation”). (The Merged and Surviving Corporations may be collectively referred to as “Constituent Corporations”).

RECITALS

WHEREAS, the Constituent Corporations are corporations duly organized and existing under the laws of the State of Minnesota; and

WHEREAS, The Constituent Corporations desire to merge, subject to the conditions set forth herein.

NOW, THEREFORE, subject to the conditions set forth herein, the Constituent Corporations shall be merged into a single corporation. REM-Mankato, Inc., a Minnesota corporation and one of the Constituent Corporations, which shall continue its corporate existence and be the corporation surviving the merger. The terms and conditions of this merger (the “Merger”) and the manner of carrying the same into effect, are as follows:

ARTICLE I

Effective Date of the Merger

The Effective Date of the Merger shall be January 1, 2000, at 12:01 a.m. Upon the Effective Date of the Merger, the separate existences of the Merged Corporations shall cease and the Merged Corporations shall be merged into the Surviving Corporation.

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ARTICLE II

Articles of Incorporation;
Authorized Shares

As a consequence of the Merger, the Articles of Incorporation of the Surviving Corporation, shall be amended and restated in their entirety to read as annexed hereto as Schedule A, which shall be the Articles of Incorporation of the Surviving Corporation subsequent to the Merger until otherwise amended or repealed.

ARTICLE III

Bylaws; Registered Office

As aconsequence of the Merger, the Bylaws of the Surviving Corporation, as amended to date, shall be the Bylaws of the Surviving Corporation after the Merger. The registered office of the Surviving Corporation as of the Effective Date of the Merger shall be the registered office of the Surviving Corporation after the Merger, to-wit: 6921 York Avenue South, Edina, Minnesota 55435.

ARTICLE IV

Directors and Officers

The directors and officers of the Surviving Corporation in office immediately prior to the Effective Date shall remain the directors and officers of the Surviving Corporation at and after the Effective Date of the Merger until their respective successors shall have been duly elected and qualified. The directors and officers of the Merged Corporation holding office on the Effective Date shall be deemed to have resigned effective as of the Effective Date.

ARTICLE V

Conversion of Shares in the Merger

The manner of carrying the Merger into effect, and the manner and basis of converting shares of the Constituent Corporations into shares of the Surviving Corporation shall be as set forth in Schedule B annexed hereto.

ARTICLE VI

Effect of the Merger

At the Effective Date of the Merger, the Surviving Corporation shall succeed to without other transfer, act or deed of any person, and shall possess and enjoy, all the rights, privileges, immunities, powers and franchises, both of a public and private nature of the Constituent

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Corporations, and all property, real, personal, and mixed, including patents, trademarks, tradenames, and all debts due to either of the Constituent Corporations on whatever account, for stock subscriptions as well as for all other things in action or all other rights belonging to either of said corporations; and all said property, rights, privileges, immunities, powers and franchises, and all and every other interest shall be thereafter the property of the Surviving Corporation as effectively as they were of the respective Constituent Corporations, and the title of any real estate vested by deed or otherwise in either of said Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that all rights of creditors and all liens upon any property of either of said Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens prior to the Effective Date of the Merger, and all debts, liabilities, and duties of said Constituent Corporations, respectively, shall thenceforth attach to the Surviving Corporation and shall be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted in the first instance by the Surviving Corporation.

ARTICLE VII

Accounting Matters

The assets and liabilities of the Constituent Corporations as of the Effective Date of the Merger shall be taken up on the books of the Surviving Corporation at the amounts at which they were carried at that time on the books of the respective Constituent Corporations.  The surplus of the Surviving Corporation after the Merger, including any surplus arising in the Merger, shall be available to be used for any lawful purposes for which surplus may be used.  Accounting procedures and depreciation schedules and procedures of any Constituent Corporation may be converted to those procedures and schedules selected by the Surviving Corporation.

ARTICLE VIII

Filing of Plan of Merger

After the Plan of Merger has been adopted and approved by the Boards of Directors and shareholders of the Constituent Corporations in accordance with Section 302A.613 of the Minnesota Business Corporation Act, Articles of Merger shall be executed and delivered to the Secretary of State of the State of Minnesota for filing as provided by the Minnesota Business Corporation Act.  The Constituent Corporations shall also cause to be performed all necessary acts within the State of Minnesota and elsewhere to effectuate the Merger.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

REM-MANKATO, INC.
a Minnesota corporation  (the Surviving Corporation)
By	/s/ Thomas E. Miller
		Thomas E. Miller
		Its President
By	/s/ Craig R. Miller
		Craig R. Miller
		Its Secretary
REM-FAIRMONT, INC.
a Minnesota corporation  (a Merged Corporation)
By	/s/ Thomas E. Miller
		Thomas E. Miller
		Its President
By	/s/ Craig R. Miller
		Craig R. Miller
		Its Secretary
REM-MADELIA, INC.
a Minnesota corporation  (a Merged Corporation)
By	/s/ Thomas E. Miller
		Thomas E. Miller
		Its President
By	/s/ Craig R. Miller
		Craig R. Miller
		Its Secretary

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ARTICLES OF INCORPORATION

OF

REM-NICOLLET, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Minnesota Statutes Chapter 302A, does hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM-Nicollet, Inc.

ARTICLE II

The location and address of this corporation’s registered office in this state shall be 6921 York Avenue Avenue South, Edina, Minnesota 55435.

ARTICLE III

The total authorized shares of this corporation shall consist  of One Million (1,000,000) voting common shares.  The common stock of this corporation shall have a par value of one cent per share solely for the purpose of a statute or regulation imposing a tax or fee based upon thecapitalization of the corporation, and a par value fixed by the Board of Directors for the purposes of a statute or regulation requiring the shares of the corporation to have a par value.

ARTICLE IV

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VI

The name and address of the incorporator of this corporation is:

Nancy G. Barber Walden

3400 City Center

Minneapolis, Minnesota 55402

ARTICLE VII

The Board of Directors of this corporation shall consist of four (4) directors or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation.

ARTICLE VIII

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the some action at a meeting at which all directors were present.

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IN WITNESS WHEREOF, the undersigned has set his hand this 28 day of December, 1984.

/s/ Nancy G. Barber Walden

Nancy G. Barber Walden

STATE OF MINNESOTA	)
	)	ss.
COUNTY OF HENNEPIN	)

The foregoing instrument was acknowledged before me this 28^th day of  December, 1984, by Nancy G. Barber Walden.

/s/ Sally J. Baril

Notary Public, Ramsey County, MN

My Commission Expires

[SEAL]

[ILLEGIBLE]

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ARTICLES OF AMENDMENT

OF THE ARTICLES OF INCORPORATION OF

REM-NICOLLET, INC.

The undersigned, Robert E. Miller, President and Craig R. Miller, Secretary of REM-Nicollet, Inc., a Minnesota corporation, pursuant to Minnesota Statutes Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on August 13, 1987.

RESOLVED, That the Articles of Incorporation of this corporation be amended by the addition thereto of the following Article IX:

ARTICLE IX

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the share-holders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability under Sections 302A.559 or 80A.23 of the Minnesota Statutes, (iv) liability for any transaction from which the director derived an improper personal benefit, or (v) liability for any act or omission occurring prior to the date when this Article becomes effective. If Chapter 302A, the Minnesota Business Corporation Act, hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

/s/ Robert E. Miller
	Robert E. Miller, President
/s/ Craig R. Miller
	Craig R. Miller, Secretary

Subscribed and sworn to before me this 13day of August, 1987

/s/ Lisa Ellis [SEAL]

ARTICLES OF INCORPORATION

OF

REM III, INC.

We, the undersigned, for the purpose of forming a corporation under the laws of the State of Minnesota, do hereby associate ourselves as a body corporate and do hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM III, INC.

ARTICLE II

This corporation has been formed for general business purposes.

ARTICLE III

The corporation shall have all of the powers granted or available under the laws of the State of Minnesota and laws amendatory thereof and supplementary thereto, including but not limited to the following:

1.  The power to acquire, own, pledge, dispose of and deal in shares of capital stock, rights, bonds, debentures, notes, trust receipts and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations (including this corporation), associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government or by any state, territory, province, municipality or other political subdivision or by any governmental agency, domestic or foreign, and as owner thereof to possess and exercise all the rights, powers

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and privileges of ownership, including the right to execute consents and vote thereon and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

2.  The power to aid in any manner any corporation, association, firm or individual, any of whose securities, evidences of indebtedness, obligations or stock are held by the corporation directly or indirectly, or in which, or in the welfare of which, the corporation shall have any interest, and to guarantee securities, evidences of indebtedness and obligations of other persons, firms, associations and corporations.

3.  The power to carry out all or any part of the purposes of this corporation as principal or agent, or in conjunction, or as a partner or member of a partnership, syndicate or joint venture or otherwise, and in any part of the world to the same extent and as fully as natural persons might or could do.

ARTICLE IV

The duration of this corporation shall be perpetual.

ARTICLE V

The location and post office address of this corporation’s registered office in this state shall be REM III, INC., 2765 Vernon Avenue South, St. Louis Park, Minnesota 55416.

ARTICLE VI

The minimum amount of stated capital with which this corporation will begin business shall be not less than One Thousand Dollars ($1,000.00).

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ARTICLE VII

The total authorized capital stock of this corporation shall consist of 2,500 shares of common stock having a par value of $10.00 per share.  All shares of stock of this corporation may be issued as full or fractional shares.  Each outstanding fractional share shall have the rights which are provided in these Articles of Incorporation, the By-Laws of this corporation and the laws of the State of Minnesota to which a full share of such stock is entitled, but in the proportion which such fractional share bears to a full share of such stock.

All shares of common stock shall be equal in every respect. At all meetings of the shareholders, each shareholder of record entitled to vote thereat shall be entitled to one vote for each share (and a fractional vote for and equal to each fractional share) of stock standing in his name and entitled to vote at such meetings. Shareholders shall have no rights of cumulative voting.  Shareholders shall not be entitled as a matter of right, preemptive or otherwise, to subscribe or apply for or purchase or receive any part of any unissued stock or other securities of this corporation, or of any stock or other securities issued and thereafter acquired by this corporation.

ARTICLE VIII

The names and post office addresses of the incorporators of this corporation are as follows:

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Jeffrey J. Keyes	300 Roanoke Building Minneapolis, Minnesota 55402
Richard A. Moore, Jr.	300 Roanoke Building Minneapolis, Minnesota 55402
Andrew C. Selden	300 Roanoke Building Minneapolis, Minnesota 55402

ARTICLE IX

The management of this corporation shall be vested in a Board of Directors.  The Board of Directors of this corporation shall consist of three (3) directors or such other number of directors as may be permitted by law and as shall be provided in the By-Laws of this corporation or as determined by the shareholders at each annual meeting or any special meeting of the shareholders called for that purpose.  The names and post office addresses of the first Board of Directors of this corporation are as follows:

Robert E. Miller	2765 Vernon Avenue South St. Louis Park, Minnesota 55416
Thomas E. Miller	2765 Vernon Avenue South St. Louis Park, Minnesota 55416
Craig R. Miller	2765 Vernon Avenue South St. Louis Park, Minnesota 55416

Each such director shall serve until the first annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office.

ARTICLE X

The authority to make and alter the By-Laws of this corporation is hereby vested in the Board of Directors of this corporation

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to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to repeal or alter such By-Laws.

Authority is hereby conferred upon and vested in the Board of Directors of this corporation to accept or reject subscriptions for shares of its capital stock, whether such subscriptions be made before or after its incorporation.  The Board of Directors shall have the authority to issue shares of stock and securities of the corporation to the full amount authorized by these Articles of Incorporation, and shall have the authority to grant and issue rights to convert securities of the corporation into shares of stock of the corporation, options to purchase shares or securities convertible into shares, warrants, and other such rights or options, and to fix the terms, provisions and conditions of such rights, options and warrants, including the option price or prices at which shares may be purchased or subscribed for and the conversion basis or bases of such rights, options and warrants.

ARTICLE XI

The shareholders of this corporation may by a majority vote of all shares issued, outstanding and entitled to vote:

1.  Authorize the Board of Directors to sell, lease, exchange or otherwise dispose of all, or substantially all, of its property and assets, including its good will, upon such terms and conditions and for such considerations, which may be money, shares, bonds, or other instruments for the payment of money or other property,

5

as the Board of Directors deems expedient and in the best interests of the corporation;

2.  Amend the Articles of Incorporation of this corporation for any reason or lawful purpose, and in the event that any such amendment adversely affects the rights of holders of shares of different classes, the affirmative vote of a majority of each such class shall be sufficient to adopt the amendment; and

3.  Adopt and approve an agreement of merger or consolidation presented to them by the Board of Directors.

IN TESTIMONY WHEREOF, we have hereunto set our hands this 31st day of July, 1974.

/s/ Jeffrey J. Keyes

Jeffrey J. Keyes

/s/ Richard A. Moore, Jr.

Richard A. Moore, Jr.

/s/ Andrew C. Selden

Andrew C. Selden

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STATE OF MINNESOTA	)
	)	ss.
COUNTY OF HENNEPIN	)

On this 31st day of July, 1974, before me, a Notary Public within and for said County, personally appeared Jeffrey J. Keyes, Richard A. Moore, Jr. and Andrew C. Selden, to me known to be the persons named in and who executed the foregoing Articles of Incorporation, and who acknowledged that they executed the same as their free act and deed.

[ILLEGIBLE]

Notary Public, Hennepin County, Minn.

My Commission Expires

[SEAL]

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CONSENT TO USE OF SIMILAR CORPORATE NAME OR TITLE

BY

REM, INC., REM II, INC. AND REM III, INC.

TO

REM IV, INC.

Secretary of State

180 State Office Building

St. Paul, Minnesota  55155

REM, INC., REM II, INC. AND REM III, INC., corporations created, organized and existing under and by virtue of the laws of the State of Minnesota, hereby consent to the use of the name REM IV, INC. by a new corporation now being organized under the laws of the State of Minnesota, and hereby requests the Secretary of State of the State of Minnesota to accept for record the Articles of Incorporation of said new corporation, setting forth therein its name as above.

In Testimony Whereof, we have hereunto affixed our signatures and the seal of the corporation consistent with the provisions of Section 301.05, Subd. 2, Minnesota Statutes, this 14th day of April, 1976.

ATTEST:	REM, INC.
/s/ Craig R. Miller	By	/s/ Robert E. Miller
Secretary		President
		(CORPORATE SEAL)
ATTEST:	REM II, INC.
/s/ Craig R. Miller	By	/s/ Robert E. Miller
Secretary		President (CORPORATE SEAL)
[SEAL]
ATTEST:	REM III, INC.
/s/ Craig R. Miller	By	/s/ Robert E. Miller
Secretary		President (CORPORATE SEAL)

CERTIFICATE OF CHANGE OF REGISTERED OFFICE

BY

REM III, INC.

We, Robert E. Miller and Craig R. Miller respectively the President and Secretary of REM III, INC. a Minnesota corporation organized under or subject to the provisions of Chapter 301, Minnesota Statutes, hereby certify that the following resolutions were adopted by the Board of Directors of said corporation on the 28 day of December, 1977;

“RESOLVED, That the registered office in this State be changed from 2765 Vernon Avenue South in the City of St. Louis Park, County or Hennepin to 2311 Pillsbury Avenue South in the City of Minneapolis County of Hennepin.”

“RESOLVED, That the effective date of the change of registered office shall be the date of the filing hereof with the Secretary of State of Minnesota.

“RESOLVED FURTHER”, That the President and the Secretary of this corporation be and are hereby authorized and directed to make, execute and acknowledge a certificate embracing the foregoing resolutions and to cause such certificate to be filed in accordance with the provisions of Chapter 301, Minnesota Statutes.”

/s/ Robert E. Miller

President

/s/ Craig R. Miller

Secretary

[SEAL]

[SEAL]

Subscribed and sworn to before
me this 28 day of December 1977

/s/ Thomas E. Miller

Notary Public

CERTIFICATE OF CHANGE OF REGISTERED OFFICE

by

REM III, INC.

(name of corporation)

Pursuant to Minnesota Statutes Section 301.33 or 317.19, the undersigned,				Thomas Miller	, hereby
				(name)
certifies that the Board of Directors of		REM III, Inc.	, a Minnesota corporation, has resolved
		(name of corporation)
to change the corporation’s registered office from:
	2311 Pillsbury Avenue South, Minneapolis, Hennepin, 55404
	(no. & street)     (city)       (county)       (zip)
	to
	6921 York Avenue South, Edina,       Hennepin,       55435
	(no. & street)     (city)       (county)       (zip)

The effective date of the change will be the 1st day of January, 1980 or the day of filing of this certificate with the Secretary of State, whichever is later.

DATED	8-7-80	SIGNED	Thomas Miller
			Vice President
			(title or office)

For Use By Secretary of State - Receipt Number	For Use By Secretary of State - File Data
	STATE OF MINNESOTA DEPARTMENT OF STATE
	I hereby certify that the within instrument was filed for record in this office on the 8 day of Aug A.D. 1980, at 4:30 o’clock P.M., and was duly recorded in Book H-53 of Incorporations, on page 777 /s/ [ILLEGIBLE] Secretary of State

PLEASE READ DIRECTIONS ON REVERSE SIDE BEFORE COMPLETING

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

REM III, INC.

We, the undersigned, Robert E. Miller, as President and Craig R. Miller, as Secretary of REM III, INC., a corporation organized and existing under the laws of the State of Minnesota, do hereby certify that by written resolution of the shareholders dated May 21, 1981, it was unanimously resolved by such shareholders that the Articles of Incorporation of the corporation be amended in accordance with the following resolution:

RESOLVED, That the name of the corporation as stated in the Articles of Incorporation of this corporation be, and the same hereby is, changed, and the name of this corporation shall be REM-MANKATO, INC.

FURTHER RESOLVED, That the President and Secretary of this corporation be, and they hereby are, authorized and directed to make, execute and acknowledge a Certificate of Amendment embracing the foregoing resolution and to cause such Certificate of Amendment to be filed and recorded in the manner required by law.

IN WITNESS WHEREOF, We have hereunto subscribed our names as officers of the corporation pursuant to the foregoing resolution this 21day of May, 1981.

/s/ Robert E. Miller

ROBERT E. MILLER

/s/ Craig R. Miller

CRAIG R. MILLER

STATE OF MINNESOTA	)
	)	ss.	ACKNOWLEDGMENT
COUNTY OF HENNEPIN	)

On this 21day of May 1981, before me, a Notary Public within and for said County, personally appeared Robert E. Miller and Craig R. Miller, to me known to be the persons who executed the foregoing Certificate of Amendment of Articles of Incorporation, who, being by me each duly sworn, did say, the said Robert E. Miller, that he is the President, and the said
Craig R. Miller, that he is the Secretary of REM III, INC., the corporation named in the foregoing Certificate of Amendment; and declared that they executed said Certificate of Amendment as the President and Secretary of said corporation by authority of the shareholders of the corporation, and acknowledged that they executed the foregoing Certificate of Amendment as their free act and deed and as the free act and deed of said corporation.

/s/ Susan M. Theesfield

Notary Public

STATE OF MINNESOTA DEPARTMENT OF STATE	[SEAL]
I hereby certify that the within instrument was filed for record in this office on the 26 day of May A.D. 1981 at 4:30 o’clock P.M., and was duly recorded in Book E-55 of Incorporations, on Page 74 [ILLEGIBLE] Secretary of State

SCHEDULE B

Conversion of Shares in the Merger

1.             Stock of Surviving Corporation. At the Effective Date of the Merger, all shares of common stock of the Surviving Corporation issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 15,0000 shares of the common stock of the Surviving Corporation, par value $.01 per share.

2.             Stock of Merged Corporation. At the Effective Date of the Merger, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Fairmont issued and outstanding immediately prior to the Effective Date of the Merger shall be cancelled.

At the Effective Date of the Merger, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Madelia issued and outstanding immediately prior to the Effective Date of the Merger shall be cancelled.

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EX-3.82

Exhibit 3.82

BY-LAWS

OF

REM III, INC.

ARTICLE I

Offices

Section 1. Principal Office. The principal office of the corporation shall be in the City of St. Louis Park, Minnesota.

Section 2. Registered Office. The address of the registered office of the corporation is 2765 Vernon Avenue South, St. Louis Park, Minnesota. The registered office need not be identical with the principal office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such other places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal office in St. Louis Park, Minnesota, unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the written notice of meeting.

Section 2. Annual Meeting. The annual meeting of the share­holders of this corporation shall be held on the first Monday in October of each year or on such other date during the calendar year as may be designated by the Board of Directors in the written notice of meeting which written notice of meeting shall designate the time of meeting and the place of meeting if other than the Company’s principal office. At the annual meeting the shareholders shall elect a Board of Directors and transact such other business as may be properly brought before the meeting. If an annual meeting is not held during any calendar year, or if the directors are not elected thereat, the directors may be elected at a special meeting of the shareholders called for that purpose which special meeting shall be called upon the demand of any shareholder entitled to vote, which demand for and call of said special meeting shall be in accordance with the provisions of Section 3 of this Article relating to demands for call of a special meeting of shareholders.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the President and, in his absence, by the Vice-President, or by the Board of Directors or any two or more members thereof, or in the manner hereinafter provided by one or more shareholders holding not less than one-tenth of the voting power of the shareholders. Upon request, in writing, by registered mail or delivered in person to the President, Vice President or Secretary, by any person or persons entitled to call a meeting of shareholders, it shall be the duty of such officer forthwith to cause notice to be given to the shareholders entitled to vote, of a meeting to be held at such time as such officer shall fix, not less than ten (10) nor more than sixty (60) days after the receipt of such request. The officer shall not fix upon a date which unduly delays the meeting or shall have the effect of defeating the purpose of the meeting. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting.

Section 4. Notice of Meetings. Written notice of the annual meeting stating the time and place thereof shall be given to each shareholder of record entitled to vote at such meeting at least ten (10) days prior to the date of such annual meeting. Written notice of all special meetings of shareholders stating the time, place and purposes thereof shall also be given to each shareholder of record entitled to vote at such meeting at least five (5) days before the date fixed for such meeting. All notices of meeting shall be mailed to each shareholder at his address as it appears on the stock transfer books of the corporation and shall be deemed delivered when so deposited in the United States mail, with postage thereon prepaid. Notices given by telegram shall be deemed to be delivered when the telegram is delivered to the telegraph company properly addressed and prepaid. Any shareholder may waive notice of any meeting.

Section 5. Record Date. For the purpose of determining share­holders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 7. Voting and Proxies. At each meeting of the share­holders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no proxy shall be entitled to vote after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Every proxy shall be in writing (which shall include telegraphing, cabling or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the time of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. When a quorum is present at any meeting, the vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation or these By-Laws a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 8. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders of record entitled to vote as of the date of such resolution.

ARTICLE III

Directors

Section 1. General Powers. The business and the property of the corporation shall be managed and controlled by its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of the Articles of Incorporation, these By-Laws and all applicable law.

Section 2. Number, Tenure and Qualification. The number of directors (not less than three (3)) which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at the annual meeting of shareholders, except as provided in Section 7 of this Article, and shall hold office until the next annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office. Directors need not be shareholders.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. Other regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, or in his absence, by the Vice-President, or shall be called by the Secretary on the written request of any two (2) directors. The person or persons authorized to call special meetings may fix the time and place, either within or without the State of Minnesota, for any such special meeting.

Section 5. Notice of Meetings. Ten (10) days’ written notice of the annual meeting of directors and of all regular meetings of directors shall be given to all directors. Such notices shall be deemed delivered when deposited in the United States mail properly addressed, with postage thereon prepaid.

Two (2) days’ written notice of all special meetings of the Board of Directors shall be given to each director. In the event that notice is given by mail, such notice shall be mailed at least four (4) days prior to the special meeting and shall be deemed delivered when deposited in the United States mail properly addressed, with postage thereon prepaid.

Notices given by telegram shall be deemed to be delivered when the telegram is delivered to the telegraph company properly addressed and prepaid.

Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless his attendance is for the express purpose of objecting to the transaction of business on grounds that the meeting is not lawfully called or convened.

Section 6. Quorum and Voting. A majority of the directors then in office shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as to any question upon which any different or greater vote is required by the Articles of Incorporation, these By-Laws or Minnesota statutes.

Section 7. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office even though said remaining directors may be less than a quorum; any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a two-thirds vote of the directors serving at the time of such increase; or said vacancy or newly created directorship may be filled by resolution of the shareholders at any annual meeting or at any special meeting called for that purpose. Unless a prior vacancy occurs by reason of his death, resignation or removal from office, any director so elected shall hold office until the next elected and qualified.

Section 8. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting a successor or successors may be elected by the vote of the holders of the majority of the shares annual meeting of shareholders and until his successor is duly having voting power present in person or represented by proxy, or if any such vacancy is not so filled, it may be filled by the directors as provided in Section 7 of this Article.

Section 9. Executive Committee. The Board of Directors may, by unanimous resolution of all directors then in office, appoint an Executive Committee of three or more directors to meet and act on behalf of the Board of Directors between meetings of the Board. The Executive Committee shall advise with and aid the officers of the corporation in all matters concerning the management of its business, and between meetings of directors the Executive Committee shall possess and may exercise all the powers of the Board of Directors with reference to the conduct of the business of the corporation, except the power to fill vacancies in their own membership, which vacancies shall be filled by the Board of Directors. The Executive Committee shall meet at stated times or on notice to all members. It shall fix its own rules of procedure. A majority of the committee shall constitute a quorum but the affirmative vote of a majority of the whole committee shall be necessary on every item of business. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 10. Other Committees. The Board of Directors may appoint such other committees and delegate to such committees such powers and responsibilities as it may from time to time deem appropriate.

Section 11. Action in Writing. Any action which might be taken at a meeting of the Board of Directors or of a lawfully constituted executive committee thereof may be taken without a meeting if such action is taken in writing and signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 12. Meeting by Means of Conference Telephone. Members of the Board of Directors of the corporation, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or-similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall include a President, one or more Vice-Presidents, a Secretary and a Treasurer. The Board of Directors may also appoint such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties and compensation of all officers. Officers may, but need not, be directors of the corporation.

Section 2. Election and Term of Office. Officers shall be elected at each annual meeting of the Board of Directors and shall hold office at the pleasure of the Board. An officer shall hold office until his successor shall have been duly elected unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors may be removed with or without cause at any time by the vote of a majority of the Board of Directors. Any vacancy in any office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice-Presidents.  The Vice-President, or Vice-Presidents in case there are more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President or in the event there be more than one Vice-President, the Vice-Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election, shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and record all votes and the minutes of all proceedings of the Board of Directors and of the shareholders in a book to be kept for that purpose. He shall keep the stock books of the corporation and shall have the custody of its corporate seal and attest the same when properly authorized to do so. He shall give or cause to be given notice of all meetings of the shareholders and of special meetings of the Board of Directors, and shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate account of all receipts and disbursements in books belonging to the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office for the term established by the Board of Directors and shall have such powers, perform such duties and be responsible to such other officer as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates of Stock

Section 1. Certificates. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice-President, Secretary or Assistant Secretary may be a facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates, shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. The seal of the corporation or a facsimile thereof may, but need not, be affixed to certificates of stock.  All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal repre­sentative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for such shares to the corporation or the transfer agent of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

ARTICLE VI

Contracts, Loans, Checks and Deposits

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebted­ness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VII

Indemnification

Section 1. Indemnification. The corporation acting through its Board of Directors, or as otherwise provided in this By-Law, shall as fully as may be permitted from time to time by the statutes and decisional law of the State of Minnesota or by any other applicable rules or principles of law indemnify each officer of the corporation against the expense of any action to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was an officer of the corporation. Any provision in these By-Laws which would prevent the indemnification of an officer to the full extent permitted by law as it may from time to time be expanded by statute, decision of court or otherwise, shall be deemed amended to conform to such expanded right of

indemnification without formal action by the Board of Directors or shareholders.

Section 2. Definitions. As used in this By-Law: (i) The term officer means any person who is, was or may hereafter be a director, officer, employee or agent of this corporation or, at the request of this corporation, of any other corporation or of any partnership, joint venture, trust or other enterprise and the rights of indemnification under this By-Law shall inure to the benefit of the heirs, executors and administrators of any of such persons, (ii) the term action means any threatened, pending or completed action, suit or proceeding, wherever brought, whether civil, criminal, administrative or investigative including those by or in the right of the corporation and whether or not involving an act or omission of an officer in his capacity as such and whether or not he is an officer at the time of such action, and (iii) the term expenses of any action shall include attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with an action.

Section 3. Standard of Conduct. An officer shall be indemnified with respect to any action (other than an action by or in the right of the corporation to procure a judgment in its favor) 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 if it is a criminal action, he had no reasonable cause to believe his conduct was unlawful. If the action be one by or in the right of the corporation to procure a judgment in its favor, then in addition to the requirements of the preceding sentence, an officer shall be indemnified only if he is not adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation or if he is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, then he shall be indemnified only to the extent that the court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. If he is successful on the merits or otherwise in defense of any action, an officer shall be indemnified for expenses actually and reasonably incurred by him in connection with such action. In all other cases (other than an action in which the officer is successful on the merits or otherwise in defense of such action or in an action by or in the right of the corporation to procure a judgment in its favor where the officer has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation), an officer shall be indemnified, unless ordered by a court, only as authorized in the specific case upon a determination that indemnification of the officer is proper in the circumstances because he has met the applicable standard of conduct set forth above. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. The determination may be made that he is entitled to indemnification as to some matters even though not so entitled as to others. The termination of any action by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the officer did not act in a manner entitling him to indemni­fication under this By-Law.

Section 4. Determination of Conduct. Except where an officer is successful on the merits or otherwise in the defense of an action and except where a court determination is required by law for indemnification in an action by or in the right of the corporation, an officer shall first seek a determination that he met the applicable standard of conduct set forth above from the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders, it being the belief of this corporation that the best judges of an officer’s conduct are those familiar with the business activities of the corporation. In the event that it is determined that the officer partially or completely failed to meet the applicable standard of conduct, or if no determination is reached within a reasonable time, the officer may apply to the District Court of the State of Minnesota for a determination of his right to indemnification and the result of any prior determination of that right by disinterested directors or by independent legal counsel or by the shareholders shall not be entered into evidence or considered by the court in its independent determination.

Section 5. Expenses Advance. Expenses incurred in defending an action may be paid by the corporation in advance of the final disposition of such action as authorized by the Board of Directors; in the manner provided in Section 3 of this ARTICLE VII upon receipt of an undertaking by or on behalf of such officers to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized by law.

Section 6. Nonexclusivity. The indemnification provided by this By-Law shall not exclude any other right to which an may be entitled under any agreement, vote of shareholders disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall not imply that the corporation may not provide lawful indemnification not expressly provided for in this By-Law.

Section 7. Insurance. The corporation may purchase and maintain insurance on behalf of any officer against any liability asserted against him and incurred by him in any such capacity to the full extent as may from time to time be permitted by law.

Section 8. Notice to Shareholders. If an officer is indemnified by the corporation other than by court order or action by the share­holders, the corporation shall, not later than the next annual meeting of shareholders unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the officers paid, the amount paid, and the nature and status of the litigation or threatened litigation at the time of such payment.

ARTICLE VIII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall begin on the first day of January and end on the thirty-first day of December in each year.

Section 4. Seal. The corporate seal of this corporation shall have engraved thereon the name of the corporation and the words “Minnesota” and “Corporate Seal”.

Section 5. Amendments. Except as limited by the Articles of Incorporation of this corporation, these By-Laws may be altered or amended by the Board of Directors at any regular or special meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

We, the undersigned, President and Secretary respectively of REM III, INC., a Minnesota corporation, do hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 22 day of November, 1974.

/s/ Robert E. Miller

President of REM III, INC.

/s/ Craig R. Miller

Secretary of REM III, INC.

EX-3.83

Exhibit 3.83

ARTICLES OF INCORPORATION

OF

REM-NICOLLET, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Minnesota Statutes Chapter 302A, does hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM-Nicollet, Inc.

ARTICLE II

The location and address of this corporation’s registered office in this state shall be 6921 York Avenue Avenue South, Edina, Minnesota 55435.

ARTICLE III

The total authorized shares of this corporation shall consist of One Million (1,000,000) voting common shares. The common stock of this corporation shall have a par value of one cent per share solely for the purpose of a statute or regulation imposing a tax or fee based upon the capitalization of the corporation, and a par value fixed by the Board of Directors for the purposes of a statute or regulation requiring the shares of the corporation to have a par value.

ARTICLE IV

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VI

The name and address of the incorporator of this corporation is:

Nancy G. Barber Walden
3400 City Center
Minneapolis, Minnesota 55402

ARTICLE VII

The Board of Directors of this corporation shall consist of four (4) directors or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation.

ARTICLE VIII

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors were present.

IN WITNESS WHEREOF, the undersigned has set his hand this 28 day of December, 1984.

		/s/ Nancy G. Barber Walden
		Nancy G. Barber Walden
STATE OF MINNESOTA	)
	) ss.
COUNTY OF HENNEPIN	)

The foregoing instrument was acknowledged before me this 28th day of December, 1984, by Nancy G. Barber Walden.

/s/ Sally J. Baril

Notary Public, Ramsey County, MN

My Commission Expires:

ARTICLES OF AMENDMENT

OF THE ARTICLES OF INCORPORATION OF

REM-NICOLLET, INC.

The undersigned, Robert E. Miller, President and Craig R. Miller, Secretary of REM-Nicollet, Inc., a Minnesota corporation, pursuant to Minnesota Statues Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on August 13, 1987.

RESOLVED, That the Articles of Incorporation of this corporation be amended by the addition thereto of the following Article IX:

ARTICLE IX

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on breach of the duty of loyalty to the corporation or the shareholder; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability under Sections 302A.559 or 80A.23 of the Minnesota Statutes, (iv) liability for any transaction from which the director derived an improper personal benefit, or (v) liability for any act or omission occurring prior to the date when this Article becomes effective.  If Chapter 302A, the Minnesota Business Corporation Act, hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

	/s/ Robert E. Miller
	Robert E. Miller, President
	/s/ Craig R. Miller
	Craig R. Miller, Secretary
Subscribed and sworn to
before me this 13 day
of August, 1987
/s/ Lisa Ellis

ARTICLES OF AMENDMENT

OF THE ARTICLES OF INCORPORATION OF

REM-NICOLLET, INC.

The undersigned, Thomas E. Miller, President and Craig R. Miller, Secretary of REM-Nicollet, Inc., a Minnesota corporation, pursuant to Minnesota Statutes Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by written action of the sole shareholder of the corporation on December 4, 1987.

RESOLVED, That Article I of the Articles of Incorporation of this corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM-Hennepin, Inc.

	/s/ Thomas E. Miller
	Thomas E. Miller, President
	/s/ Craig R. Miller
	Craig R. Miller, Secretary
Subscribed and sworn to before me
this 4 day of December, 1987.
/s/ Tina M. Chapman

ARTICLES OF MERGER

OF

REM-BLOOMINGTON, INC.,

REM-LYNDALE, INC.,

REM-MINNETONKA, INC.,

REM-PILLSBURY, INC.,

REM-PLEASANT, INC.,

AND

REM-SOUTHEAST, INC.

WITH AND INTO

REM-HENNEPIN, INC.

(to be known as REM HENNEPIN, INC., after the merger)

Pursuant to the provisions of the Minnesota Business Corporation Act, the following Articles of Merger are executed on the date hereinafter set forth:

First: REM-Hennepin, Inc., REM-Bloomington, Inc., REM-Lyndale, Inc., REM-Minnetonka, Inc., REM-Pillsbury, Inc., REM-Pleasant, Inc., and REM-Southeast, Inc., are each business corporations organized and existing under the laws of the State of Minnesota and are subject to the provisions of the Minnesota Business Corporation Law.

Second: REM-Hennepin, Inc., has issued and outstanding one hundred (100) shares of common stock.  REM-Bloomington, Inc., has issued and outstanding one hundred (100) shares of common stock.  REM-Lyndale, Inc., has issued and outstanding one hundred (100) shares of common stock.  REM-Minnetonka, Inc. has issued and outstanding one hundred (100) shares of common stock.  REM-Pillsbury, Inc. has issued and outstanding five hundred (500) shares of common stock.  REM-Pleasant, Inc., has issued and outstanding one hundred (100) shares of common stock.  REM-Southeast, Inc., has issued and outstanding one hundred (100) shares of common stock.

Third: Annexed hereto as Exhibit A is a copy of the Agreement and Plan of Merger adopted by the boards of directors and shareholders of REM-Hennepin, Inc., REM-Bloomington, Inc., REM-Lyndale, Inc., REM-Minnetonka, Inc., REM-Pillsbury, Inc., REM-Pleasant, Inc., and REM-Southeast, Inc., in compliance with Minnesota Statutes Section 302A.613.

Fourth: The effective date of the Merger provided for in the Agreement and Plan of Merger shall be January 1, 2000, at 12:01 a.m.

Executed at Minneapolis, Minnesota, on December 22, 1999.

REM-HENNEPIN, INC.
By:	/s/ Thomas E. Miller
Thomas E. Miller
Its President
REM-BLOOMINGTON, INC.
By:	/s/ Thomas E. Miller
Thomas E. Miller
Its President
REM-LYNDALE, INC.
By:	/s/ Thomas E. Miller
Thomas E. Miller
Its President
REM-MINNETONKA, INC.
By:	/s/ Thomas E. Miller
Thomas E. Miller
Its President
REM-PILLSBURY, INC.
By:	/s/ Thomas E. Miller
Thomas E. Miller
Its President
REM-PLEASANT, INC.
By:	/s/ Thomas E. Miller
Thomas E. Miller
Its President

REM-SOUTHEAST, INC.
By:	/s/ Thomas E. Miller
Thomas E. Miller
Its President

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

FOR THE MERGER

OF

REM-BLOOMINGTON, INC.,

REM-LYNDALE, INC.,

REM-MINNETONKA, INC.,

REM-PILLSBURY, INC.,

REM-PLEASANT, INC.,

AND

REM-SOUTHEAST, INC.

WITH AND INTO

REM-HENNEPIN, INC.

AGREEMENT AND PLAN OF MERGER, (the “Plan”), dated December 16, 1999, for the merger of REM-Bloomington, Inc., a Minnesota corporation (“REM-Bloomington”), REM-Lyndale, Inc., a Minnesota corporation (“REM-Lyndale”), REM-Minnetonka, Inc., a Minnesota corporation (“REM-Minnetonka”), REM-Pillsbury, Inc., a Minnesota corporation (“REM-Pillsbury”), REM-Pleasant, Inc., a Minnesota corporation (“REM-Pleasant”), and REM-Southeast, Inc., a Minnesota corporation (“ REM-Southeast”) (hereinafter collectively referred to as the “Merged Corporations”), with and into REM-Hennepin, Inc., a Minnesota corporation (which by reason of the merger will become REM Hennepin, Inc., a Minnesota Corporation) (the “Surviving Corporation”).  (The Merged and Surviving Corporations may be collectively referred to as “Constituent Corporations”).

RECITALS

WHEREAS, the Constituent Corporations are corporations duly organized and existing under the laws of the State of Minnesota; and

WHEREAS, The Constituent Corporations desire to merge, subject to the conditions set forth herein.

NOW, THEREFORE, subject to the conditions set forth herein, the Constituent Corporations shall be merged into a single corporation, REM-Hennepin, Inc., a Minnesota corporation and one of the Constituent Corporations, which shall continue its corporate existence

and be the corporation surviving the merger.  The terms and conditions of this merger (the “Merger”) and the manner of carrying the same into effect, are as follows:

ARTICLE I

Effective Date of the Merger

The Effective Date of the Merger shall be January 1, 2000, at 12:01 a.m. Upon the Effective Date of the Merger, the separate existences of the Merged Corporations shall cease and the Merged Corporations shall be merged into the Surviving Corporation.

ARTICLE II

Articles of Incorporation;

Authorized Shares

As a consequence of the Merger, the Articles of Incorporation of the Surviving Corporation, shall be amended and restated in their entirety to read as annexed hereto as Schedule A, which shall be the Articles of Incorporation of the Surviving Corporation subsequent to the Merger until otherwise amended or repealed.

ARTICLE III

Bylaws; Registered Office

As a consequence of the Merger, the Bylaws of the Surviving Corporation, as amended to date, shall be the Bylaws of the Surviving Corporation after the Merger.  The registered office of the Surviving Corporation as of the Effective Date of the Merger shall be the registered office of the Surviving Corporation after the Merger, to-wit; 6921 York Avenue South, Edina, Minnesota 55435.

ARTICLE IV

Directors and Officers

The directors and officers of the Surviving Corporation in office immediately prior to the Effective Date shall remain the directors and officers of the Surviving Corporation at and after the Effective Date of the Merger until their respective successors shall have been duly elected and qualified.  The directors and officers of the Merged Corporation holding office on the Effective Date shall be deemed to have resigned effective as of the Effective Date.

ARTICLE V

Conversion of Shares in the Merger

The manner of carrying the Merger into effect, and the manner and basis of converting shares of the Constituent Corporations into shares of the Surviving Corporation shall be as set forth in Schedule B annexed hereto.

ARTICLE VI

Effect of the Merger

At the Effective Date of the Merger, the Surviving Corporation shall succeed to, without other transfer, act or deed of any person, and shall possess and enjoy, all the rights, privileges, immunities, powers and franchises, both of a public and private nature, of the Constituent Corporations, and all property, real, personal, and mixed, including patents, trademarks, tradenames, and all debts due to either of the Constituent Corporations on whatever account, for stock subscriptions as well as for all other things in action or all other rights belonging to either of said corporations; and all said property, rights, privileges, immunities, powers and franchises, and all and every other interest shall be thereafter the property of the Surviving Corporation as effectively as they were of the respective Constituent Corporations, and the title of any real estate vested by deed or otherwise in either of said Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that all rights of creditors and all liens upon any property of either of said Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens prior to the Effective Date of the Merger, and all debts, liabilities, and duties of said Constituent Corporations, respectively, shall thenceforth attach to the Surviving Corporation and shall be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted in the first instance by the Surviving Corporation.

ARTICLE VII

Accounting Matters

The assets and liabilities of the Constituent Corporations as of the Effective Date of the Merger shall be taken up on the books of the Surviving Corporation at the amounts at which they were carried at that time on the books of the respective Constituent Corporations.  The surplus of the Surviving Corporation after the Merger, including any surplus arising in the Merger, shall be available to be used for any lawful purposes for which surplus may be used.  Accounting procedures and depreciation schedules and procedures of any Constituent Corporation may be converted to those procedures and schedules selected by the Surviving Corporation.

ARTICLE VIII

Filing of Plan of Merger

After the Plan of Merger has been adopted and approved by the Boards of Directors and shareholders of the Constituent Corporations in accordance with Section 302A.613 of the Minnesota Business Corporation Act, Articles of Merger shall be executed and delivered to the Secretary of State of the State of Minnesota for filing as provided by the Minnesota Business Corporation Act.  The Constituent Corporations shall also cause to be performed all necessary acts within the State of Minnesota and elsewhere to effectuate the Merger.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

REM-HENNEPIN, INC.
a Minnesota corporation
(the Surviving Corporation)
By:	/s/ Thomas E. Miller
Thomas E. Miller
Its President
By:	/s/ Craig R. Miller
Craig R. Miller
Its Secretary
REM-BLOOMINGTON, INC.
a Minnesota corporation
(a Merged Corporation)
By:	/s/ Thomas E. Miller
Thomas E. Miller
Its President
By:	/s/ Craig R. Miller
Craig R. Miller
Its Secretary
REM-LYNDALE, INC.
a Minnesota corporation
(a Merged Corporation)
By:	/s/ Thomas E. Miller
Thomas E. Miller
Its President
By:	/s/ Craig R. Miller
Craig R. Miller
Its Secretary

	REM-MINNETONKA, INC.
	a Minnesota corporation
	(a Merged Corporation)
	By:	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President
By:		/s/ Craig R. Miller
Craig R. Miller
Its Secretary
REM-PILLSBURY, INC.
a Minnesota corporation
(a Merged Corporation)
By:		/s/ Thomas E. Miller
Thomas E. Miller
Its President
By:		/s/ Craig R. Miller
Craig R. Miller
Its Secretary
REM-PLEASANT, INC.
a Minnesota corporation
(a Merged Corporation)
By:		/s/ Thomas E. Miller
Thomas E. Miller
Its President
By:		/s/ Craig R. Miller
Craig R. Miller
Its Secretary

REM-SOUTHEAST, INC.
a Minnesota corporation
(a Merged Corporation)
By:
Thomas E. Miller
Its President
By:	/s/ Craig R. Miller
Craig R. Miller
Its Secretary

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

REM HENNEPIN, INC.

ARTICLE I

Name

The name of this corporation shall be REM Hennepin, Inc.

ARTICLE II

Registered Office

The location and post office address of this corporation’s registered office in this state shall be 6921 York Avenue South, Edina, Minnesota 55435.

ARTICLE III

Authorized Capital

The total authorized number of shares of this corporation is Two Hundred Thousand (200,000) shares, all of which shall be shares of common stock of the par value of one cent ($0.01) per share.  All shares of stock shall be equal in every respect.  At all meetings of the shareholders, each shareholder of record entitled to vote thereat shall be entitled to one vote for each share (and a fractional vote for and equal to each fractional share) of stock standing in his or her name and entitled to vote at such meetings.  Each outstanding fractional share shall have the rights provided in these Articles of Incorporation, the Bylaws of this corporation, and the laws of the State of Minnesota to which a full share of such stock is entitled, but in proportion which such fractional share bears to a full share of such stock.

ARTICLE IV

Cumulative Voting Prohibition

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Preemptive Rights Prohibition

Shareholders shall have no rights, preemptive or otherwise, under Minnesota Statutes Section 302A.413 (or similar provisions of future law) to acquire or purchase any part of any unissued stock or other securities of this corporation, or of any stock or other securities issued

and thereafter acquired by this corporation, before the corporation may offer them to other persons.

ARTICLE VI

Limitation of Director Liability

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or its shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Minnesota Statutes Section 302A.559 or on the sale of unregistered securities or securities fraud under Minnesota Statutes Section 80A.23; or (iv) liability for any transaction from which the director derived an improper personal benefit.  If Minnesota Statutes Chapter 302A hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by Minnesota Statutes Chapter 302A, as amended.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VII

Director Action by Written Consent

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need to be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors are present.

SCHEDULE B

Conversions of Shares in the Merger

1.Stock of Surviving Corporation.  At the Effective Date of the Merger, subject to Section 3 below, all shares of common stock of the Surviving Corporation issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 35.8149 shares of the common stock of the Surviving Corporation, par value $.01 per share.

2.Stock of Merged Corporation.  At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Bloomington issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 16.1026 shares of the common stock of the Surviving Corporation, par value $.01 per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Lyndale issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 7.0170 shares of the common stock of the Surviving Corporation, par value $.01 per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Minnetonka issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 14.5274 shares of the common stock of the Surviving Corporation, par value $.01 per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Pillsbury issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 3.4452 shares of the common stock of the Surviving Corporation, par value $.01 per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Pleasant issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 8.1070 shares of the common stock of the Surviving Corporation, par value $.01 per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Southeast issued and outstanding immediately prior to the Effective Date of the

Merger shall be converted and exchanged for 1.2049 shares of the common stock of the Surviving Corporation, par value $.01 per share.

3.Fractional Shares.  Notwithstanding the provisions of Sections 1 and 2 above, the aggregate number of shares of the common stock of the Surviving Corporation issuable to a shareholder by reason of Sections 1 and 2 shall be reduced to the nearest whole number of shares, with no fractional shares being issued.  The fractional shares shall be abated in proportion to the aggregate number of shares otherwise issuable to each shareholder prior to such rounding.  In lieu of fractional shares that cannot be abated proportionally as described above, the Surviving Corporation shall pay cash to such shareholder at a rate of $391.50 per share.

EX-3.84

Exhibit 3.84

BY-LAWS

OF

REM-NICOLLET, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the share­holders of this corporation shall be held at its principal execu­tive office unless some other place for any such meeting within or without the state of Minnesota be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a period of fifteen (15) months, one or more share­holders holding not less than three percent (3%) of all voting shares of the corporation may call a regular meeting of share­holders by delivering to the President or Treasurer a written demand for a regular meeting. Within thirty (30) days after the receipt of such written demand by the President

or Treasurer, the Board of Directors shall cause a regular meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business trans­acted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than three (3) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders.  Waiver of notice shall be effective whether given before, at, or after the meeting and whether given

orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the con­sideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a deter­mination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so repre­sented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execu­tion, unless a longer period is expressly provided in the appoint­ment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic trans­mission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effec­tive. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy.  All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corpora­tion, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Minnesota, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be

held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the trans­action of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present.  If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of

directors originally present leaves less than the number other­wise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this

Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolu­tion approved by the affirmative vote of a majority of the direc­tors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be, unless the action is one which need not be approved by the share­holders, in which case such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participa­tion in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such

other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corpora­tion shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meet­ings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a state­ment that the corporation is incorporated under the laws of the State of Minnesota, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certifi­cates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecu­tively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates sur­rendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corpo­ration, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved

by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corpora­tion, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relation­ship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial insti­tutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the share­holders of this corporation to alter or repeal such By-Laws.

*** **

The undersigned, Secretary of REM-Nicollet, Inc., a Minnesota corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 28th day of January, 1985.

	/s/ Craig R. Miller
Secretary

EX-3.85

Exhibit 3.85

ARTICLES OF INCORPORATION

OF
REM-HEALTH III, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Minnesota Statutes Chapter 302A, does hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM-Health III, Inc.

ARTICLE II

The location and address of this corporation’s registered office in this state shall be 6921 York Avenue South, Edina, MN 55435.

ARTICLE III

The total authorized number of shares of this corporation is One Million (1,000,000) shares, all of which shall be shares of common stock of the par value of one cent ($.01) per share.

ARTICLE IV

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VI

The name and address of the incorporator of this corporation is:

Nancy G. Barber Walden
3400 City Center
Thirty Three South Sixth St.
Minneapolis, MN 55402

ARTICLE VII

The Board of Directors of this corporation shall consist of 3 director(s) or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation. A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Section 559 of the Minnesota Business Corporation Act (Minnesota Statutes, Chap. 302A) or; (iv) liability for any transaction from which the director derived an improper personal benefit. If Chapter 302A, the Minnesota Business Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICILE VIII

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors were present.

IN WITNESS WHEREOF, the undersigned has set her hand this 6 day of February, 1997.

		/s/ Nancy G. Barber Walden
		Incorporator
STATE OF MINNESOTA	)
	) ss.
COUNTY OF Hennepin	)

The foregoing instrument was acknowledged before me this 6th day of February, 1997, by Nancy G. Barber Walden.

/s/ Renee S. Press
Notary Public,	County, MN
My Commission Expires:

ARTICLES OF AMENDMENT

OF ARTICLES OF INCORPORATION

OF REM-HEALTH III, INC.

The undersigned, Thomas E. Miller, President, and Craig R. Miller, Secretary of REM-Health III, Inc., a Minnesota corporation, pursuant to Minnesota Statues Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on 3-17, 1998.

RESOLVED, That Article I of the Articles of Incorporation of this corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM Home Health, Inc.

FURTHER RESOLVED, that Thomas E. Miller, the President of this corporation, and Craig R. Miller, the Secretary of this corporation, be, and hereby are, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution(s) and to cause such Articles of Amendment to be filed with the office of the Secretary of State of the State of Minnesota.

	/s/ Thomas E. Miller
	Thomas E. Miller, President
	/s/ Craig R. Miller
	Craig R. Miller, Secretary
Subscribed and sworn to before me
this 17 day of March, 1998.
/s/ Janelle Esgar

EX-3.86

Exhibit 3.86

BY-LAWS

OF

REM-HEALTH III, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders holding not less than three percent (3%) of all voting shares of the corporation may call a regular meeting of shareholders by delivering to the President or Treasurer a written demand for a regular meeting. Within thirty (30) days after the receipt of such written demand by the President or Treasurer, the Board of Directors shall cause a regular meeting of shareholders to be

called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than three (3) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver

of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number. Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Minnesota, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board

of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special eeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this

Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such

other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties, as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Minnesota, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By­Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*** **

The undersigned, Secretary of REM-Health III, Inc., a Minnesota corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 17 day of February, 1997.

/s/ Craig R. Miller

Secretary 

EX-3.87

Exhibit 3.87

FEE: Minimum fee for up to 1000 shares	$	36.00	Corporate Form No. 101 (Oct. 1981) — Page One ARTICLES OF INCORPORATION Edwin J. Simcox, Secretary of State of Indiana Use White Paper—Size 81/2 x 11 — For Inserts Filing Requirements—Present 2 originally signed and fully executed copies to Secretary of State, Room 155, State House, Indianapolis 46204 Recording Requirements—Recording of Articles of Incorporation in the Office of the County Recorder is no longer required by the Indiana General Corporation Act.
Fee for shares over 1,000 but less than 200,000 @ 2¢ per share	$
Fee for shares over 200,000 but less than 1,000,000 @ 1¢ per share	$
Fee for shares over 1,000,000 @ 0.2¢ per share	$
Total Fee Due	$

APPROVED

AND

FILED

OCT 07 1985

	/s/ Edwin J. Simcox
SECRETARY OF STATE OF INDIANA

ARTICLES OF INCORPORATION

OF

REM–INDIANA, INC.

The undersigned incorporator or incorporators, desiring to form a corporation (hereinafter referred to as the “Corporation”) pursuant to the provisions of:

(Indicate appropriate act)

ý	Indiana General Corporation Act
o	Medical Professional Corporation Act
o	Dental Professional Corporation Act
o	Professional Corporation Act of 1965
o	I.C. 23-1-13.5 (Professional Accounting Corporations)
	pursuant to the Indiana General Corporation Act.
	(Professional Accounting Corporations are considered to be formed pursuant to the authority of the Indiana General Corporation Act, but subject to the provisions of I.C. 23-1-13.5)

as amended (hereinafter referred to as the “Act”), execute the following Articles of Incorporation:

ARTICLE I

Name

The name of the Corporation is REM–INDIANA, INC.

(The name must contain the word “Corporation” or “Incorporated”, or an abbreviation of one of these words.)

ARTICLE II

Purposes

The purposes for which the Corporation is formed are: General business purposes, including the transaction of any or all lawful business for which corporations may be incorporated under the Indiana General Corporation Act.

1

ARTICLE VI

Requirements Prior To Doing Business

The Corporation will not commence business until consideration of the value of at least $1,000 (one thousand dollars) has been received for the issuance of shares.

ARTICLE VII

Director(s)

Section 1. Number of Directors: The initial Board of Directors is composed of 3 member(s).  The number of directors may be from time to time fixed by the By-Laws of the Corporation at any number. In the absence of a By-Law fixing the number of directors, the number shall be 3.

Section 2. Names and Post Office Addresses of the Director(s): The name(s) and post office address(es) of the initial Board of Director(s) of the Corporation is (are):

Name	Number and Street or Building	City	State	Zip Code
Thomas E. Miller	6921 York Avenue So.	Edina	Minnesota	55435
Craig R. Miller	6921 York Avenue So.	Edina	Minnesota	55435
Douglas V. Miller	6921 York Avenue So.	Edina	Minnesota	55435

Section 3.  Qualifications of Directors (if any):  —

2

CONSENT TO USE OF NAME

REM–Consulting of Indiana, Inc., a corporation organized under the laws of the State of Indiana herein consent to the (organization) qualification of REM-Indiana, Inc. in the State of Indiana.

IN WITNESS WHEREOF, the said REM-Consulting of Indiana, Inc. has caused this consent to be executed by its president and attested under its corporate seal by its                                secretary, this 1^stday of October, 1985.

REM–CONSULTING OF INDIANA, INC.

/s/ Thomas E Miller

President

Attest:

/s/ Craig R. Miller

Secretary

WITNESS my hand and Notarial Seal this 1^st day of October, 1985.

/s/ Tina M. Chapman

(Written Signature)

Tina M. Chapman

(Printed Signature)

	[SEAL]
My Commission Expires:	TINA M. CHAPMAN
	NOTARY PUBLIC MINNESOTA
	WRIGHT COUNTY
	My Commission Expires Jan. 14, 1989

[SEAL]	ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION		SUE ANNE GILROY SECRETARY OF STATE
	State Form 38333 (R8 / 12-96)		CORPORATIONS DIVISION
	Approved by State Board of Accounts 1995		302 W. Washington St., Rm. E018
			Indianapolis, IN 46204
			Telephone: (317) 232-6576
INSTRUCTIONS:		Use 8 1/2” x 11” white paper for inserts.	Indiana Code 23-1-38-1 et seq.
		Present original and two copies to address in upper right hand corner of this	Filing Fee: $30.00
		Please TYPE or PRINT.
[SEAL]

ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:

Name of Corporation	Date of incorporation
REM–Indiana, Inc.	October 7, 1985

The undersigned officers of the above referenced Corporation (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of: (indicate appropriate act)

ý  Indiana Business Corporation Lawo Indiana Professional Corporation Act of 1983

as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

ARTICLE I Amendment(s)

The exact text of Article(s) I of the Articles

(NOTE: If amending the name of corporation, write Article ”I” in space above and write “The name of the Corporation is                  ,” below.)

The name of the Corporation is REM Indiana, Inc.

APPROVED

AND

FILED

IND. SECRETARY OF STATE

ARTICLE II

Date of each amendment’s adoption:

May 24, 2000, effective August 1, 2000

ARTICLE III Manner of Adoption and Vote

Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval.  Because a name change requires shareholder approval, Section 2 must be marked and either A or B completed.

o SECTION 1	This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required.
ý SECTION 2	The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.)
	A. Vote of such shareholders during a meeting called by the Board of Directors.  The result of such vote is as follows:
		Shares entitled to vote.
		Number of shares represented at the meeting.
		Shares voted in favor.
		Shares voted against.
	B. Unanimous written consent executed on May 24, xx 2000 and signed by all shareholders entitled to vote.
ARTICLE IV Compliance with Legal Requirements
The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.
I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 12 day of July, 2000.
Signature of current officer or chairman of the board			Printed name of officer or chairman of the board
/s/ Craig R. Miller			Craig R. Miller
Signature’s title
Vice President

[SEAL]	ARTICLES OF CORRECTION		SUE ANNE GILROY
	State Form 26235 (R2 / 6-95)		SECRETARY OF STATE
	Approved by State Board of Accounts 1995	APPROVED	CORPORATIONS DIVISION
		AND	302 W. Washington St., Rm. E018
		FILED	Indianapolis, IN 46204
		IND. SECRETARY OF STATE	Telephone: (317) 232-6576
INSTRUCTIONS:
Use 8 1/2” x 11” white paper for inserts.			Indiana Code 23-1-18-5
Present original and two (2) copies to address in upper right corner of this form.			FILING FEE:     $30.00
Please TYPE or PRINT.
Upon completion of filing the Secretary of State will issue a receipt.

ARTICLES OF CORRECTION

OF

REM Indiana, Inc.

Name of Corporation

This is a         ý Domestic corporation     o Foreign corporation incorporated or authorized to transact business in Indiana on                                                                                   .

1. The Articles of Correction are filed to correct: (Describe document to be corrected and data filed or attach incorrect document.)

Articles of Merger of REM Indiana II, Inc., REM Indiana III, Inc., with and into REM Indiana, Inc.

2. These Articles of Correction are filed to correct:

ý an incorrect statement and / oro a defect in the execution, attestation, seal, verification or acknowledgement

3. The incorrect statement(s) is (are) as follows: (Attach additional sheet(s) if necessary.)

Exhibit A (5 pages)

4. The statement(s) is (are) incorrect, or the manner of execution was defective for the following reason(s): (Attach additional sheet(s) if necessary.)

The pages of Exhibit A which were filed have incorrect information and refer to a different corporation.

5.The following is (are) the corrected statement(s) and / or the corrected execution(s): (Attach additional sheet(s) if necessary)

The attached Exhibit A (5 pages) should be substituted for the ones previously filed.

In Witness Whereof, the undersigned being the		Vice President
	(Title)

of said Corporation executes these Articles of Correction and verifies, subject to penalties of perjury, that the facts contained herein are true, this 29th day of January, 2001.

Signature	Printed name
/s/    Douglas V. Miller	Douglas V. Miller

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

FOR THE MERGER

OF

REM INDIANA II, INC.,

REM INDIANA III, INC.,

WITH AND INTO

REM INDIANA, INC.

AGREEMENT AND PLAN OF MERGER, (the “Plan”), dated November 16, 2000, for the merger of REM Indiana II, Inc., an Indiana corporation, REM Indiana III, Inc., an Indiana corporation (collectively referred to as “Merged Corporations), with and into REM Indiana, Inc., an Indiana corporation (“Surviving Corporation”) (the Merged Corporations and the Surviving Corporation are collectively referred to as “Constituent Corporations”).

RECITALS

WHEREAS, the Constituent Corporations are corporations duly organized and existing under the laws of the State of Indiana; and

WHEREAS, The Constituent Corporations desire to merge, subject to the conditions set forth herein.

NOW, THEREFORE, subject to the conditions set forth herein, the Constituent Corporations shall be merged into a single corporation, REM Indiana, Inc., an Indiana corporation and one of the Constituent Corporations, which shall continue its corporate existence and be the corporation surviving the merger. The terms and conditions of this merger (the “Merger”) and the manner of carrying the same into effect, are as follows:

ARTICLE I

Effective Date of the Merger

The Effective Date for the Merger shall be 12:01 a.m., January 1, 2001.

ARTICLE II
Conversion of Shares in the Merger

The manner of carrying the Merger into effect, and the manner and basis of converting shares of the Constituent Corporations into shares of the Surviving Corporation shall be as set forth in Schedule A annexed hereto.

1

ARTICLE III

Directors and Officers

The directors and officers of the Surviving Corporation in office immediately prior to the Effective Date shall remain the directors and officers of the Surviving Corporation at and after the Effective Date of the Merger until their respective successors shall have been duly elected and qualified. The directors and officers of the Merged Corporations holding office on the Effective Date shall be deemed to have resigned effective as of the Effective Date.

ARTICLE IV

Effect of the Merger

At the Effective Date of the Merger, the Surviving Corporation shall succeed to, without other transfer, act or deed of any person, and shall possess and enjoy, all the rights, privileges, immunities, powers and franchises, both of a public and private nature, of the Constituent Corporations, and all property, real, personal, and mixed, including patents, trademarks, tradenames, and all debts due to either of the Constituent Corporations on whatever account, for stock subscriptions as well as for all other things in action or all other rights belonging to either of said corporations; and all said property, rights, privileges, immunities, powers and franchises, and all and every other interest shall be thereafter the property of the Surviving Corporation as effectively as they were of the respective Constituent Corporations, and the title of any real estate vested by deed or otherwise in either of said Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that all rights of creditors and all liens upon any property of either of said Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens prior to the Effective Date of the Merger, and all debts, liabilities, and duties of said Constituent Corporations, respectively, shall thenceforth attach to the Surviving Corporation and shall be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted in the first instance by the Surviving Corporation.

ARTICLE V

Accounting Matters

The assets and liabilities of the Constituent Corporations as of the Effective Date of the Merger shall be taken up on the books of the Surviving Corporation at the amounts at which they were carried at that time on the books of the respective Constituent Corporations. The surplus of the Surviving Corporation after the Merger, including any surplus arising in the Merger, shall be available to be used for any lawful purposes for which surplus may be used. Accounting procedures and depreciation schedules and procedures of any Constituent Corporation may be converted to those procedures and schedules selected by the Surviving Corporation.

2

ARTICLE VI

Filing of Plan of Merger

After the Plan of Merger has been adopted and approved by the Boards of Directors and shareholders of the Constituent Corporations in accordance with Section 23-1-40-1 of the Indiana Code, Articles of Merger shall be executed arid delivered to the Secretary of State of the State of Indiana for filing as provided by Section 23-1-40-5. The Constituent Corporations shall also cause to be performed all necessary acts within the State of Indiana and elsewhere to effectuate the Merger.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

REM INDIANA, INC.
an Indiana corporation
(the Surviving Corporation)
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President
By	/s/ Craig R. Miller
	Craig R. Miller
	Its Secretary
REM INDIANA II, INC.
an Indiana corporation
(a Merged Corporation)
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President
By	/s/ Craig R. Miller
	Craig R. Miller
	Its Secretary

3

REM INDIANA III, INC.
an Indiana corporation
(a Merged Corporation)
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President
By	/s/ Craig R. Miller
	Craig R. Miller
	Its Secretary

4

SCHEDULE A

Conversion of Shares in the Merger

1.Stock of Surviving Corporation. At the Effective Date of the Merger, subject to Section 3 below, all shares of common stock of the Surviving Corporation issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 56.1307 shares of the common stock of the Surviving Corporation, par value $.01 per share.

2.Stock of Merged Corporations. At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM Indiana II, Inc., issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 35.1031 shares of the common stock of the Surviving Corporation, par value $.01 per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM Indiana III, Inc., issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 6.9415 shares of the common stock of the Surviving Corporation, par value $.01 per share.

3.Fractional Shares. Notwithstanding the provisions of Sections 1, 2, and 3 above, the aggregate number of shares of the common stock of the Surviving Corporation issuable to a shareholder by reason of Sections 1, 2, and 3 shall be rounded to the nearest whole number of shares, with no fractional shares being issued. The fractional share adjustments shall be reflected by a cash payment from or to the Surviving Corporation at a rate of $110 per share or as otherwise agreed by the shareholder and the Surviving Corporation.

5

	ARTICLES OF CORRECTION		SUE ANNE GILROY
[SEAL]	State Form 26235 (R2/6-95)		SECRETARY OF STATE
	Approved by State Board of Accounts 1995		CORPORATIONS DIVISION
			302 W. Washington St., Rm. E018
			Indianapolis, IN 46204
			Telephone: (317) 232-6576
INSTRUCTIONS:
Use 8 1/2” x 11” white paper for inserts.		APPROVED	Indiana Code 23-1-18-5
Present original and two (2) copies to address		AND	FILING FEE: $30.00
in upper right corner of this form.		FILED
Please TYPE or PRINT.		IND. SECRETARY OF STATE
Upon completion of filing the Secretary of
State will issue a receipt.

ARTICLES OF CORRECTION
OF

REM Indiana, Inc.

Name of Corporation

This is a ý Domestic corporation     o Foreign corporation incorporated or authorized to transact business in Indiana on      

                                                                  .

1. The Articles of Correction are filed to correct: (Describe document to be corrected and date filed or attach incorrect document.)

Articles of Merger of REM Indiana II, Inc., REM Indiana III, Inc., with and into REM Indiana, Inc., filed December 27, 2000.

2. These Articles of Correction are filed to correct:

ý an incorrect statement and/or o a defect in the execution, attestation, seal, verification or acknowledgement

3. The incorrect statement(s) is (are) as follows: (Attach additional sheet(s) if necessary.)

The Articles of Merger did not amend the Articles of Corporation of the Surviving Corporation to increase the number of shares authorized to be issued.

4. The statement(s) is (are) incorrect, or the manner of execution was defective for the following reason(s): (Attach additional sheet(s) if necessary.)

The defect is the omission of Article VII of the Agreement and Plan of Merger, which amends the Surviving Corporation’s Articles of Incorporation and authorizes an increased number of shares to be issued.

5.The following is (are) the corrected statement(s) and/or the corrected execution(s): (Attach additional sheet(s) if necessary)

Attached: Articles of Merger of REM Indiana II, Inc., REM Indiana III, Inc., with and into REM Indiana, Inc., together with

its Exhibit A, Agreement and Plan of Merger for the Merger of REM Indiana II, Inc., REM Indiana III, Inc., with and into

REM Indiana, Inc., which now includes the following Article:

ARTICLE VII, Amendment of Articles of Incorporation

Upon completion of the Merger, Article V of the Surviving Corporation’s Articles of Incorporation shall be amended to read:

ARTICLE V, Authorized Shares

Section 1. Number of Shares: The total number of shares which the Corporation is to have authority to issue is 1,000,000.

A.The corporation shall have no shares with a par value.

B.The number of authorized shares which the corporation designates as without par value is 1,000,000.

Section 2. Terms of Shares (if any): The total authorized shares of this corporation shall consist of 1,000,000 voting common

shares. Shares may be issued for such consideration as may be fixed from time to time by the Board of Directors.

In Witness Whereof, the undersigned being the Vice President/Secretary

                                                                                            (Title)

of said Corporation executes these Articles of Correction and verifies, subject to penalties of perjury, that the facts contained herein are true, this 18 day of April, 2001.

Signature	Printed name
/s/ Craig R. Miller	Craig R. Miller

ARTICLES OF MERGER

OF

REM INDIANA II, INC.,

REM INDIANA III, INC.,

WITH AND INTO

REM INDIANA, INC.

Pursuant to the provisions of the Indiana Business Corporation Law, the following Articles of Merger are executed on the date hereinafter set forth:

First: REM Indiana II, Inc., REM Indiana III, Inc., and REM Indiana, Inc., are each business corporations organized and existing under the laws of the Stale of Indiana and are subject to the provisions of the Indiana Business Corporation Law.

Second: REM Indiana II, Inc., has issued and outstanding 102 shares of common stock, all 102 shares voted in favor of the plan of merger. REM Indiana III, Inc., has issued and outstanding 100 shares of common stock, all 100 shares voted in favor of the plan of merger. REM Indiana, Inc., has issued and outstanding 102 shares of common stock, all 102 shares voted in favor of the plan of merger.

Third: Annexed hereto as Exhibit A is a copy of the Agreement and Plan of Merger adopted by the boards of directors and shareholders of REM Indiana II, Inc., REM Indiana III, Inc., and REM Indiana, Inc., in compliance with Indiana Statutes Section 23-1-40-1.

Fourth: The effective time and date of the Merger provided for in the Agreement and Plan of Merger is 12:01 a.m.,
January 1, 2001.

Executed at Edina, Minnesota, on November 16, 2000.

REM INDIANA II, INC.
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President
REM INDIANA III, INC.
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President
REM INDIANA, INC.
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

FOR THE MERGER

OF

REM INDIANA II, INC.,

REM INDIANA III, INC.,

WITH AND INTO

REM INDIANA, INC.

AGREEMENT AND PLAN OF MERGER, (the “Plan”), dated November 16, 2000, for the merger of REM Indiana II, Inc., an Indiana corporation, REM Indiana III, Inc., an Indiana corporation (collectively referred to as “Merged Corporations), with and into REM Indiana, Inc., an Indiana corporation (“Surviving Corporation”) (the Merged Corporations and the Surviving Corporation are collectively referred to as “Constituent Corporations”).

RECITALS

WHEREAS, the Constituent Corporations are corporations duly organized and existing under the laws of the State of Indiana; and

WHEREAS, The Constituent Corporations desire to merge, subject to the conditions set forth herein.

NOW, THEREFORE, subject to the conditions set forth herein, the Constituent Corporations shall be merged into a single corporation, REM Indiana, Inc., an Indiana corporation and one of the Constituent Corporations, which shall continue its corporate existence and be the corporation surviving the merger. The terms and conditions of this merger (the “Merger”) and the manner of carrying the same into effect, are as follows:

ARTICLE I

Effective Date of the Merger

The Effective Date for the Merger shall be 12:01 a.m., January 1, 2001.

ARTICLE II

Conversion of Shares in the Merger

The manner of carrying the Merger into effect, and the manner and basis of converting shares of the Constituent Corporations into shares of the Surviving Corporation shall be as set forth in Schedule A annexed hereto.

1

ARTICLE III

Directors and Officers

The directors and officers of the Surviving Corporation in office immediately prior to the Effective Date shall remain the directors and officers of the Surviving Corporation at and after the Effective Date of the Merger until their respective successors shall have been duly elected and qualified. The directors and officers of the Merged Corporations holding office on the Effective Date shall be deemed to have resigned effective as of the Effective Date.

ARTICLE IV

Effect of the Merger

At the Effective Date of the Merger, the Surviving Corporation shall succeed to, without other transfer, act or deed of any person, and shall possess and enjoy, all the rights, privileges, immunities, powers and franchises, both of a public and private nature, of the Constituent Corporations, and all property, real, personal, and mixed, including patents, trademarks, tradenames, and all debts due to either of the Constituent Corporations on whatever account, for stock subscriptions as well as for all other things in action or all other rights belonging to either of said corporations; and all said property, rights, privileges, immunities, powers and franchises, and all and every other interest shall be thereafter the property of the Surviving Corporation as effectively as they were of the respective Constituent Corporations, and the title of any real estate vested by deed or otherwise in either of said Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that all rights of creditors and all liens upon any property of either of said Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens prior to the Effective Date of the Merger, and all debts, liabilities, and duties of said Constituent Corporations, respectively, shall thenceforth attach to the Surviving Corporation and shall be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted in the first instance by the Surviving Corporation.

ARTICLE V

Accounting Matters

The assets and liabilities of the Constituent Corporations as of the Effective Date of the Merger shall be taken up on the books of the Surviving Corporation at the amounts at which they were carried at that time on the books of the respective Constituent Corporations. The surplus of the Surviving Corporation after the Merger, including any surplus arising in the Merger, shall be available to be used for any lawful purposes for which surplus may be used. Accounting procedures and depreciation schedules and procedures of any Constituent Corporation may be converted to those procedures and schedules selected by the Surviving Corporation.

2

ARTICLE VI

Filing of Plan of Merger

After the Plan of Merger has been adopted and approved by the Boards of Directors and shareholders of the Constituent Corporations in accordance with Section 23-1-40-1 of the Indiana Code, Articles of Merger shall be executed and delivered to the Secretary of State of the State of Indiana for filing as provided by Section 23-1-40-5. The Constituent Corporations shall also cause to be performed all necessary acts within the State of Indiana and elsewhere to effectuate the Merger.

ARTICLE VII

Amendment of Articles of Incorporation

Upon completion of the Merger, Article V of the Surviving Corporation’s Articles of Incorporation shall be amended to read:

ARTICLE V

Authorized Shares

Section 1. Number of Shares:

The total number of shares which the Corporation is to have authority to issue is 1,000,000.

A.The corporation shall have no shares with a par value.

B.The number of authorized shares which the corporation designates as without par value is 1,000,000.

Section 2. Terms of Shares (of any):

The total authorized shares of this corporation shall consist of 1,000,000 voting common shares. Shares may be issued for such consideration as may be fixed from time to time by the Board of Directors.

3

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

REM INDIANA, INC.
an Indiana corporation
(the Surviving Corporation)
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President
By	/s/ Craig R. Miller
	Craig R. Miller
	Its Secretary
REM INDIANA II, INC.
an Indiana corporation
(a Merged Corporation)
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President
By	/s/ Craig R. Miller
	Craig R. Miller
	Its Secretary
REM INDIANA III, INC.
an Indiana corporation
(a Merged Corporation)
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President
By	/s/ Craig R. Miller
	Craig R. Miller
	Its Secretary

4

SCHEDULE A

Conversion of Shares in the Merger

1.Stock of Surviving Corporation. At the Effective Date of the Merger, subject to Section 3 below, all shares of common stock of the Surviving Corporation issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 56.1307 shares of the common stock of the Surviving Corporation, par value $.01 per share.

2.Stock of Merged Corporations. At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM Indiana II, Inc., issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 35.1031 shares of the common stock of the Surviving Corporation, par value $.0l per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM Indiana III, Inc., issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 6.9415 shares of the common stock of the Surviving Corporation, par value $.01 per share.

3.Fractional Shares. Notwithstanding the provisions of Sections 1, 2, and 3 above, the aggregate number of shares of the common stock of the Surviving Corporation issuable to a shareholder by reason of Sections 1, 2, and 3 shall be rounded to the nearest whole number of shares, with no fractional shares being issued. The fractional share adjustments shall be reflected by a cash payment from or to the Surviving Corporation at a rate of $110 per share or as otherwise agreed by the shareholder and the Surviving Corporation.

5

[SEAL]	NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT (ALL CORPORATIONS) State Form 26276 (R5 / 4-95)			TODD ROKITA SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576
INSTRUCTIONS:		Use 8 1/2” x 11” white paper for inserts.	Indiana Code 23-1-24-2 (for profit corporation)
		Present original and two (2) copies to address in upper right corner of this form.	Indiana Code 23-17-6-2 (non-profit corporation)
		Please TYPE or PRINT.	NO FILING FEE

Name of corporation		Date of incorporation
	REM Indiana, Inc.		10/07/1985
Current registered office address (number and street, city, state, ZIP code)
8925 N. Meridian Street Suite 200 Indianapolis, IN 46260
New registered office address (number and street, city, state, ZIP code)
251 E Ohio St., Suite 1100, Indianapolis, IN 46204

Current registered agent (type or print name)

David Doerner

New registered agent (type or print name)

C T Corporation System

STATEMENTS BY REGISTERED AGENT OR CORPORATION
This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent. After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical. The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile.
IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 23rd day of September, 2005.
Signature		Title
	/s/ Christina Pak		Vice President

EX-3.88

Exhibit 3.88

BY-LAWS

OF

REM-INDIANA, INC.

ARTICLE I

Offices

Section 1. Principal Office. The location of the principal office of the corporation shall be in the City of Indianapolis, Indiana.

Section 2. Other Offices. The corporation may have other offices at such places within or without the State of Indiana as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at 6921 York Avenue South, Edina, Minnesota, unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any annual or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held at 6921 York Avenue South, Edina, Minnesota.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation shall be held at the discretion of the Board of Directors on an annual basis within five months after the close of each fiscal year of the corporation on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than one-fourth of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special

meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need  not, fix a date as the record date for any such determination of

shareholders, which record date, however, shall in no event be more than fifty (50) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be

managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at the annual meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, annual meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either with in or without the State of Indiana, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such

resolution and as allowed by the Indiana General Corporation Act. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee.  In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents

or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. The President shall be a director of the corporation. Other officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of

Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Indiana, (c) the name of the person to whom it is issued, (d) a statement that the shares represented by the certificate have no par value, (e) a statement regarding whether the shares are fully paid up and are nonassessable, and (f) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President or a Vice President and the Secretary or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are

held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*** **

The undersigned, Secretary of REM-Indiana, Inc., an Indiana corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 3rd day of December, 1985.

/s/ Craig R. Miller

Secretary 

EX-3.89

Exhibit 3.89

[SEAL]	ARTICLES OF INCORPORATION				Provided by:	EVAN BAYH
	State Form 4159 (R6/3-88)
						Secretary of State
				APPROVED AND FILED		Room 155, State House
						Indianapolis, Indiana 46204
INSTRUCTIONS:		Use 81/2  x 11 inch white paper for inserts.				(317) 232-6576
		Filing requirements - Present original and				Indiana Code 23-1-21-2
		one copy to the address in the upper right				FILING FEE: $90.00
		corner of this form.
						ý
			/s/ Joseph H. Hogsett
			SECRETARY OF STATE OF INDIANA

ARTICLES OF INCORPORATION OF
(Indicate the appropriate act)
The undersigned desiring to form a corporation (herein after referred to as “Corporation”) pursuant to the provisions of:
ý Indiana Business Corporation Lawo Indiana Professional Corporation Act 1983
As amended, executes the following Articles of Incorporation:
ARTICLE I NAME
Name of Corporation
REM - Indiana Community Services, Inc.
(The name must contain the word “Corporation,” “Incorporated,” “Limited,” “Company” or an abbreviation of one of those words.)
ARTICLE II REGISTERED OFFICE AND AGENT
(The street address of the corporation’s initial registered office in Indiana and the name of its initial registered agent at that office is:)
Name of Agent
C T CORPORATION SYSTEM
Street Address of Registered Office	ZIP Code
ONE NORTH CAPITOL AVENUE, INDIANAPOLIS, INDIANA	46204
ARTICLE III AUTHORIZED SHARES
Number of shares: 1,000
If there is more than one class of shares, shares with rights and preferences, list such information on “Exhibit A.”
See Exhibit A attached hereto and made a part hereof.
[SEAL]
ARTICLE IV INCORPORATORS
(The name(s) and address(es) of the incorporator(s) of the corporation:)

	NUMBER and STREET
NAME	OR BUILDING	CITY	STATE	ZIP CODE
Ellen W. McVeigh	3400 City Center	Minneapolis	Minnesota	55402

In Witness Whereof, the undersigned being all the incorporators of said corporation execute these Articles of Incorporation and verify, subject to penalties of perjury, that the statements contained herein are true,

this 4th day of April, 1990.

Signature	/s/ Ellen W. McVeigh	Printed Name		Ellen W. McVeigh
Signature		Printed Name
Signature		Printed Name
This instrument was prepared by (Name)
Ellen W. McVeigh
Address (Street, Number, City and State)			ZIP Code
3400 City Center, Minneapolis, Minnesota			55402

EXHIBIT A TO ARTICLES OF INCORPORATION
OF REM-INDIANA COMMUNITY SERVICES, INC.

Article V

DIRECTORS

The names and addresses of the individuals who are to serve as the initial directors of the corporation are:

Thomas E. Miller	6921 York Avenue South,	Edina,	MN	55435
Craig R. Miller	6921 York Avenue South,	Edina,	MN	55435
Douglas V. Miller	6921 York Avenue South,	Edina,	MN	55435

Article VI

PRE-EMPTIVE RIGHTS

Shareholders shall have no rights, pre-emptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

Article VII

INDEMNIFICATION

The Board of Directors of the corporation, in its discretion, shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person, against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceedings, if, with respect to the acts or omissions of the person complained of in the proceeding, the person: (a) has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions; (b) acted in good faith; (c) received no improper personal benefit; (d) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (e) in the case of acts or omissions

occurring with respect to a director of the corporation or with respect to the elective or appointive office or position held by an officer, member of a committee of the board, or the employment or agency relationship undertaken by an employee or agent of the corporation, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions occurring with respect to a director, officer, employee, or agent of the corporation who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation or whose duties in that position involve or involved service as a director, officer, partner, trustee, or agent of another organization or employee benefit plan, the director, officer, partner, trustee, employee or agent, as the case may be, of the other organization or employee benefit plan reasonably believed that the conduct was not opposed to the best interests of the corporation.  If the person’s acts or omissions complained of in the proceeding relate to conduct as a director, officer, trustee, employee, or agent of an employee benefit plan, the conduct is not considered to be opposed to the best interests of the corporation if the person reasonably believed that the conduct was in the best interests of the participants or beneficiaries of the employee benefit plan.

The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent does not, of itself, establish that the person did not meet the criteria set forth in this Article.

If a person is made or threatened to be made a party to a proceeding, the person is entitled, upon written request to the corporation, to payment or reimbursement by the corporation of reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in advance of the final disposition of the proceeding (a) upon receipt by the corporation of a written affirmation by the person of a good faith belief that the criteria for indemnification set forth above have been satisfied and a written undertaking by the person to repay all amounts so paid or reimbursed by the corporation, if it is ultimately determined that the criteria for indemnification have not been satisfied, and (b) after a determination that the facts then known to those making the determination would not preclude indemnification under this Article.  The written undertaking required by (a) above is an unlimited general obligation of the person making it, but need not be secured and shall be accepted without reference to financial ability to make the repayment.

2

[SEAL] ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION
State Form 38333 (RB / 12-96)
Approved by State Board of Accounts 1995 SUE ANNE GILROY
SECRETARY OF STATE
CORPORATIONS DIVISION
302 W. Washington St., Rm. E018
Indianapolis, IN 46204
Telephone: (317) 232-6576

[SEAL]

INSTRUCTIONS:	Use 8 1/2” x 11” white paper for inserts.	Indiana Code 23-1-38-1 et seq.
	Present original and two copies to address in upper right corner of this  .
	Please TYPE or PRINT.	Filing Fee:   $30.00

ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:

Name of Corporation	Date of incorporation
REM-Indiana Community Services, Inc.	April 9, 1990

The undersigned officers of the above referenced Corporation (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of: (indicate appropriate act)

ýIndiana Business Corporation Lawo   Indiana Professional Corporation Act of 1983

as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

ARTICLE I Amendment(s)

The exact text of Article(s) I of the Articles

(NOTE: If amending the name of corporation, write Article “I” in space above and write “The name of the Corporation is               .” below.)

The name of the Corporation is REM Indiana Community Services, Inc.

APPROVED
AND
FILED
IND. SECRETARY OF STATE

[SEAL]

ARTICLE II

Date of each amendment’s adoption:

May 24, 2000, effective August 1, 2000

ARTICLE III Manner of Adoption and Vote

Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval.  Because a name change requires shareholder approval, Section 2 must be marked and either A or B completed.

o  SECTION 1	This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required.
ý  SECTION 2	The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.)
	A. Vote of such shareholders during a meeting called by the Board of Directors.  The result of such vote is as follows:
		Shares entitled to vote.
		Number of shares represented at the meeting.
		Shares voted in favor.
		Shares voted against.
	B. Unanimous written consent executed on May 24, xx 2000 and signed by all shareholders entitled to vote.
ARTICLE IV Compliance with Legal Requirements
The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and By-Laws of the Corporation.
I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 12th day of July, 2000.
Signature of current officer or chairman of the board			Printed name of officer or chairman of the board
/s/ Craig R. Miller			Craig R. Miller
Signature’s title
Vice President

[SEAL]	NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT (ALL CORPORATIONS) State Form 26276 (R5 / 4-95)			TODD ROKITA SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576
INSTRUCTIONS:		Use 8 1/2” x 11” white paper for inserts.	Indiana Code 23-1-24-2 (for profit corporation)
		Present original and two (2) copies to address in upper right corner of this form.	Indiana Code 23-17-6-2 (non-profit corporation)
		Please TYPE or PRINT.	NO FILING FEE

Name of corporation		Date of incorporation
	REM Indiana Community Services, Inc.		04/09/1990
Current registered office address (number and street, city, state, ZIP code)
8925 N. Meridian Street Suite 200 Indianapolis, IN 46260
New registered office address (number and street, city, state, ZIP code)
251 E Ohio St., Suite 1100, Indianapolis, IN 46204

Current registered agent (type or print name)

David Doerner

New registered agent (type or print name)

C T Corporation System

STATEMENTS BY REGISTERED AGENT OR CORPORATION
This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent. After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical. The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile.
IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 23rd day of September, 2005.
Signature		Title
	/s/ Christina Pak		Vice President

EX-3.90

Exhibit 3.90

BY-LAWS

OF

REM-INDIANA COMMUNITY SERVICES, INC.

ARTICLE I

Offices

Section 1. Principal Office. The location of the principal executive office of the corporation shall be 6921 York Avenue South, Edina MN 55435.

Section 2. Other Offices. The corporation may have other offices at such places within or without the State of Indiana as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at 6921 York Avenue South, Edina, Minnesota, unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any annual or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held at 6921 York Avenue South, Edina, Minnesota.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation shall be held at the discretion of the Board of Directors on an annual basis within five months after the close of each fiscal year of the corporation on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than one-fourth of the voting shares of the corporation by signing, dating, and delivering to the Secretary a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty

(30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting, the date of such meeting is not more than 120 days after the date fixed for the original meeting, and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting. The waiver must be in writing and must be delivered to the corporation for inclusion in the minutes or filing with the corporate records. Notwithstanding the foregoing, attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than seventy (70) days prior to any such intended action or meeting. If a meeting is adjourned to a date

more than 120 days after the date fixed for the original meeting, the Board of Directors shall be required to fix a new record date.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares’ of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder. An appointment of a proxy shall be valid for any purpose for eleven (11) months after it is received by the Secretary of the corporation, unless a shorter or longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing, and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A consent signed pursuant to this Section has the effect of a meeting vote and may be described as such in any document. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

Section 9. Meeting by Means of Electronic Communication. Any or all shareholders may participate in an annual or special shareholders’ meeting by, or through the use of, any means of communication by which all shareholders participating may simultaneously hear each other during the meeting. A shareholder participating in a meeting by this means is deemed to be present in person at the meeting.

Section 10. Shareholders’ List. After fixing a record date for a meeting, the Secretary shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of the meeting.

The list shall show the address of and number of shares held by each shareholder. The list shall be available for inspection by any shareholder entitled to vote at the meeting, beginning five (5) business days before the date of the meeting for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. Subject to IC 23-1-52-2(c), a shareholder, or the shareholder’s agent or attorney authorized in writing, is entitled on written demand to inspect and to copy the list, during regular business hours and at the shareholder’s expense, during the period it is available for inspection.

The corporation shall make the shareholders’ list available at the meeting, and any shareholder, or the shareholder’s agent or attorney authorized in writing, is entitled to inspect the list at any time during the meeting or any adjournment.

If the corporation refuses to allow a shareholder, or the shareholder’s agent or attorney authorized in writing, to inspect or copy the shareholders’ list during the period specified above, the circuit or superior court of the county where the corporation’s principal office (or, if none in Indiana, its registered office) is located, on application of the shareholder, may order the inspection or copying.

Refusal or failure to prepare or make available the shareholders’ list does not affect the validity of action taken at the meeting.

The use and distribution of any information acquired from inspection or copying the shareholders’ list under the rights granted by this section are subject to IC 23-1-52-5.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Oualification. The number of directors which shall constitute the whole Board of Directors shall be not less than 1 nor more than 5, and within said minimum and maximum, shall be fixed or changed from time to time by resolution of the Board of Directors subject to increase by resolution of the shareholders. In the event that the Directors fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase or decrease within said minimum and maximum by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at the annual meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, annual meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Indiana, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, or in the case of meetings immediately following the annual meetings of shareholders, no notice is required. In all other cases two (2) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation.

Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. A waiver of notice is effective whether given before, at, or after the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting or promptly upon the director’s arrival to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum; provided, however, that no quorum shall exist if fewer than one-third of the directors are present.

 The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

A director who is present at a meeting of the board directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (a) the director objects at the beginning of the meeting (or promptly upon the director’s arrival) to holding it or transacting business at the meeting; (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the Secretary immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such

vacancy not so filled may be filled by the directors as provided in Section 6 of this Article. Any director may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution and as allowed by the Indiana Business Corporation Law. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members shall be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be. The action must be evidenced by 1 or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. A consent signed under this Section has the effect of a meeting vote and may be described as such in any document.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Oualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all

officers. The President shall be a director of the corporation. Other officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary.  The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall-be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Indiana, (c) the name of the person to whom it is issued, (d) a statement that the shares represented by the certificate have no par value, (e) a statement regarding whether the shares are fully paid up and are nonassessable, and (f) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President or a Vice President and the Secretary or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by

his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which’the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There-may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporationn to alter or repeal such By-Laws.

*              *              *              *              *

The undersigned, Secretary of REM-Indiana Community Services, Inc., an Indiana corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 25th day of July, 1990.

/s/ Craig R. Miller

Secretary

EX-3.91

Exhibit 3.91

[SEAL]	ARTICLES OF INCORPORATION		APPROVED	Provided by:	JOSEPH H. HOGSETT
	State Form 4159 (R9/9-93)		&		Secretary of State
	Approved by State Board of Accounts 1992		FILED		Corporations Division
					302 W. Washington St., Rm. E018
					Indianapolis, IN 46204
					Telephone: (317) 232-6576
INSTRUCTIONS:		Use 8 1/2 x 11 inch white paper for inserts.			Indiana Code 23-1-21-2
		Filing requirements - present original and one copy to the address in the upper right corner of this form.			FILING FEE: $90.00

INDIANA SECRETARY OF STATE

ARTICLES OF INCORPORATION

Indicate the appropriate act

The undersigned, desiring to form a corporation (herein after referred to as “Corporation”) pursuant to the provisions of:

ý  Indiana Business Corporation Law o  Indiana Professional Corporation Act 1983

As amended, executes the following Articles of Incorporation:

ARTICLE I - - NAME

Name of Corporation

REM–Indiana SILP, Inc.

(the name must contain the word “Corporation”, “Incorporated”, “Limited”, “Company” or an abbreviation of one of these words.)

ARTICLE II - - REGISTERED OFFICE AND AGENT

Registered Agent: The name and street address of the Corporation’s Registered Agent and Registered Office for service of process are:

Name of Registered Agent

C T Corporation System

Address of Registered Office (street or building)	City		ZIP code
One North Capitol Avenue	Indianapolis	Indiana	46204
Principal Office: The post office address of the principal office of the Corporation is:
Post office address	City	State	ZIP code
6921 York Avenue South	Edina	MN	55435

ARTICLE III - AUTHORIZED SHARES

Number of shares:	authorized is 1,000 shares, all of which shall be shares of common stock, par value $.01 per share.
	If there is more than one class of shares, shares with rights and preferences, list such information on “Exhibit A.”

ARTICLE IV - - INCORPORATORS

(the name(s) and address(es) of the incorporators of the corporation)

NAME	NUMBER AND STREET OR BUILDING	CITY	STATE	ZIP CODE
Nancy G. Barber Walden	3400 City Center 33 South 6th Street	Minneapolis	MN	55402

See Exhibit A attached hereto and made a part hereof for additional provisions.

In Witness Whereof, the undersigned being all the incorporators of said corporation execute these Articles of Incorporation and verify, subject to penalties of perjury, that the statements contained herein are true.

this 6 day of July, 1994.

Signature	Printed name
/s/ Nancy G. Barber Walden	Nancy G. Barber Walden
Signature	Printed name
Signature	Printed name
This instrument was prepared by: (name)
Nancy G. Barber Walden
Address (number, street, city and state)		ZIP code
3400 City Center, 33 South Sixth Street, Minneapolis, Minnesota		55402

EXHIBIT A

TO

ARTICLES OF INCORPORATION
OF REM-INDIANA SILP, INC.

Article V

DIRECTORS

The names and addresses of the individuals who are to serve asthe initial directors of the corporation are:

Thomas E. Miller	6921 York Avenue South,	Edina,	MN	55435
Craig R. Miller	6921 York Avenue South,	Edina,	MN	55435
Douglas V. Miller	6921 York Avenue South,	Edina,	MN	55435

Article VI

PRE-EMPTIVE RIGHTS

Shareholders shall have no rights pursuant to Section 23-1-27-1 of the Indiana Business Corporation Law, pre-emptive or otherwise, to acquire any part of any unissued sharesor other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

Article VII

CUMULATIVE VOTING

Shareholders shall have no rights of cumulative voting.

[SEAL]	ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION		SUE ANNE GILROY SECRETARY OF STATE
	State Form 38333 (R8 / 12-96)		CORPORATIONS DIVISION
	Approved by State Board of Accounts 1995		302 W. Washington St., Rm. E018
			Indianapolis, IN 46204
			Telephone: (317) 232-6576
INSTRUCTIONS:		Use 8 1/2” x 11” white paper for inserts.	Indiana Code 23-1-38-1 et seq.
		Present original and two copies to address in upper right hand corner of this	Filing Fee: $30.00
		Please TYPE or PRINT.

ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:

Name of Corporation	Date of incorporation
REM–Indiana SILP, Inc.	July 18, 1994

The undersigned officers of the above referenced Corporation (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of: (indicate appropriate act)

ý  Indiana Business Corporation Lawo Indiana Professional Corporation Act of 1983

as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

ARTICLE I Amendments(s)

The exact text of Article(s) Article I of the Articles

(NOTE: If amending the name of corporation, write Article “I” in space above and write “The name of the Corporation is                  ,” below.)

The name of the Corporation is REM-Indiana Community Services II, Inc.

[SEAL]

ARTICLE II

Date of each amendment’s adoption:

April 7, 1999

ARTICLE III Manner of Adoption and Vote

Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval.  Because a name change requires shareholder approval, Section 2 must be marked and either A or B completed.

o SECTION 1	This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required.
ý SECTION 2	The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.)
	A. Vote of such shareholders during a meeting called by the Board of Directors.  The result of such vote is as follows:
		Shares entitled to vote.
		Number of shares represented at the meeting.
		Shares voted in favor.
		Shares voted against.
	B. Unanimous written consent executed on April 7, 1999 and signed by all shareholders entitled to vote.
ARTICLE IV Compliance with Legal Requirements
The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.
I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 7th day of April, 1999.
Signature of current officer or chairman of the board			Printed name of officer or chairman of the board
/s/ Thomas E. Miller			Thomas E. Miller
Signature’s title
President

[SEAL]	ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION		SUE ANNE GILROY SECRETARY OF STATE
	State Form 38333 (R8 / 12-96)		CORPORATIONS DIVISION
	Approved by State Board of Accounts 1995		302 W. Washington St., Rm. E018
			Indianapolis, IN 46204
			Telephone: (317) 232-6576
INSTRUCTIONS:		Use 8 1/2” x 11” white paper for inserts.	Indiana Code 23-1-38-1 et seq.
		Present original and two copies to address in upper right hand corner of this.	Filing Fee: $30.00
		Please TYPE or PRINT.

[SEAL]

ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:

Name of Corporation	Date of incorporation
REM–Indiana Community Services II, Inc.	July 18, 1994

The undersigned officers of the above referenced Corporation (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of: (indicate appropriate act)

ý  Indiana Business Corporation Lawo Indiana Professional Corporation Act of 1983

as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

ARTICLE I Amendments(s)

The exact text of Article(s)  I of the Articles

(NOTE: If amending the name of corporation, write Article “I” in space above and write “The name of the Corporation is                  ,” below.)

The name of the Corporation is REM Indiana Community Services II, Inc.

[SEAL]

ARTICLE II

Date of each amendment’s adoption:

May 24, 2000, effective August 1, 2000

ARTICLE III Manner of Adoption and Vote

Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval.  Because a name change requires shareholder approval.  Section 2 must be marked and either A or B completed.

o  SECTION 1	This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required.
ý  SECTION 2	The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.)
	A. Vote of such shareholders during a meeting called by the Board of Directors.  The result of such vote is as follows:
		Shares entitled to vote.
		Number of shares represented at the meeting.
		Shares voted in favor.
		Shares voted against.
	B. Unanimous written consent executed on May 24, 2000 and signed by all shareholders entitled to vote.
ARTICLE IV Compliance with Legal Requirements
The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and By-Laws of the Corporation.
I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 12th day of July, 2000.
Signature of current officer or chairman of the board			Printed name of officer or chairman of the board
/s/ Craig R. Miller			Craig R. Miller
Signature’s title
Vice President

[SEAL]	NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT (ALL CORPORATIONS) State Form 26276 (R5 / 4-95)			TODD ROKITA SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576
INSTRUCTIONS:		Use 8 1/2” x 11” white paper for inserts.	Indiana Code 23-1-24-2 (for profit corporation)
		Present original and two (2) copies to address in upper right corner of this form.	Indiana Code 23-17-6-2 (non-profit corporation)
		Please TYPE or PRINT.	NO FILING FEE

Name of corporation		Date of incorporation
	REM Indiana Community Services II, Inc.		7/18/1994
Current registered office address (number and street, city, state, ZIP code)
8925 N. Meridian Street Suite 200 Indianapolis, IN 46260
New registered office address (number and street, city, state, ZIP code)
251 E Ohio St., Suite 1100, Indianapolis, IN 46204

Current registered agent (type or print name)

Steven Cook

New registered agent (type or print name)

C T Corporation System

STATEMENTS BY REGISTERED AGENT OR CORPORATION
This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent. After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical. The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile.
IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 23rd day of September, 2005.
Signature		Title
	/s/ Christina Pak		Vice President

EX-3.92

Exhibit 3.92

BY-LAWS

OF

REM-INDIANA SILP, INC.

ARTICLE I

Offices

Section 1. Principal Office. The location of the principal executive office of the corporation shall be 6921 York Avenue South, Edina MN 55435.

Section 2. Other Offices. The corporation may have other offices at such places within or without the State of Indiana as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at 6921 York Avenue South, Edina, Minnesota, unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any annual or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held at 6921 York Avenue South, Edina, Minnesota.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation shall be held on an annual basis within five months after the close of each fiscal year of the corporation on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than one-fourth of the voting shares of the corporation by signing, dating, and delivering to the Secretary a written demand for a special meeting, which demand shall contain the purpose(s) of the meeting. Within thirty

(30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting, the date of such meeting is not more than 120 days after the date fixed for the original meeting, and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting. The waiver must be in writing and must be delivered to the corporation for inclusion in the minutes or filing with the corporate records. Notwithstanding the foregoing, attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than seventy (70) days prior to any such intended action or meeting. If a meeting is adjourned to a date

more than 120 days after the date fixed for the original meeting, the Board of Directors shall be required to fix a new record date.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder. An appointment of a proxy shall be valid for any purpose for eleven (11) months after it is received by the Secretary of the corporation, unless a shorter or longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing, and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A consent signed pursuant to this Section has the effect of a meeting vote and may be described as such in any document. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

Section 9. Meeting by Means of Electronic Communication. Any or all shareholders may participate in an annual or special shareholders’ meeting by, or through the use of, any means of communication by which all shareholders participating may

simultaneously hear each other during the meeting. A shareholder participating in a meeting by this means is deemed to be present in person at the meeting.

Section 10. Shareholders’ List. After fixing a record date for a meeting, the Secretary shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of the meeting.

The list shall show the address of and number of shares held by each shareholder. The list shall be available for inspection by any shareholder entitled to vote at the meeting, beginning five (5) business days before the date of the meeting for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. Subject to IC 23-1-52-2(c), a shareholder, or the shareholder’s agent or attorney authorized in writing, is entitled on written demand to inspect and to copy the list,

during regular business hours and at the shareholder’s expense, during the period it is available for inspection.

The corporation shall make the shareholders’ list available at the meeting, and any shareholder, or the shareholder’s agent or attorney authorized in writing, is entitled to inspect the list at any time during the meeting or any adjournment.

If the corporation refuses to allow a shareholder, or the shareholder’s agent or attorney authorized in writing, to inspect or copy the shareholders’ list during the period specified above, the circuit or superior court of the county where the corporation’s principal office (or, if none in Indiana, its registered office) is located, on application of the shareholder, may order the inspection or copying.

Refusal or failure to prepare or make available the shareholders’ list does not affect the validity of action taken at the meeting.

The use and distribution of any information acquired from inspection or copying the shareholders’ list under the rights granted by this section are subject to IC 23-1-52-5.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be not less than 1 nor more than 5, and within said minimum and maximum, shall be fixed or changed from time to time by resolution of the Board of Directors subject to change by resolution of the shareholders. In the event that the Directors fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase or decrease within said minimum and maximum by resolution of the Board of Directors. No

decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at the annual meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, annual meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Indiana, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, or in the case of meetings immediately following the annual meetings of shareholders, no notice is required. In all other cases two (2) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. A waiver of notice is effective whether given before, at, or after the meeting. The attendance of a director at any meeting shall also constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting or promptly upon the director’s arrival to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the

Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum; provided, however, that no quorum shall exist if fewer than one-third of the directors are present.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (a) the director objects at the beginning of the meeting (or promptly upon the director’s arrival) to holding it or transacting business at the meeting; (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the Secretary immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article. Any director may be removed at any time, with or without cause, by an

affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such

resolution and as allowed by the Indiana Business Corporation Law. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members shall be directors and shall be appointed by the

affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be. The action must be evidenced by 1 or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. A consent signed under this Section has the effect of a meeting vote and may be described as such in any document.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section l. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. The President shall be a director of the corporation. Other officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect.  He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall,

in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Indiana, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President or a Vice President and the Secretary or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the

corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Permissive Indemnification. The corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:

(1)the individual’s conduct was in good faith; and

(2) the individual reasonably believed:

(A) in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interests; and

(B) in all other cases, that the individual’s conduct was at least not opposed to its best interests; and

(3) in the case of any criminal proceeding, the individual either:

(A) had reasonable cause to believe the individual’s conduct was lawful; or

(B) had no reasonable cause to believe the individual’s conduct was unlawful.

A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (2)(B).

The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.

Section 2. Mandatory Indemnification. Unless limited by its articles of incorporation, the corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

Section 3. Advances. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(1) the director furnishes the corporation a written affirmation of. the director’s good faith belief that the director has met the standard of conduct described in section 1 of this Article VII;

(2) the director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and

(3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article.

The undertaking required by subsection (2) must be an unlimited general

obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

Determinations and authorizations of payments under this section shall be made in the manner specified in section 23-1-37-12 of the Indiana Business Corporation Law.

Section 4. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 5. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 6. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 7. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

The undersigned, Secretary of REM-Indiana SILP, Inc., an Indiana corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 4th day of August, 1994.

/s/ Craig R. Miller

Secretary

EX-3.93

Exhibit 3.93

	A231367
MAILED	#97609
OCT. 2 1984

[SEAL]

ARTICLES OF INCORPORATION

OF

DAVENPORT DEVELOPMENTAL FACILITIES, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Iowa Statutes Chapter 496A, does hereby adopt the following Articles of Incorporation:

ARTLCLE I

The name of this corporation shall be Davenport Developmental Facilities, Inc.

ARTICLE II

The name and address of this corporation’s registered agent in this state shall be CT Corporation System, 1980 Financial Center, Des Moines, Iowa, County of Polk.

ARTICLE III

The purpose which the corporation is authorized to pursue is, or includes, the transaction of any or all lawful business for which the corporation may be incorporated under the Iowa Business Corporation Act.

ARTICLE IV

The total authorized shares of this corporation shall consist of Two Thousand Five Hundred (2,500) voting common shares. The common stock of this corporation shall have a par value of ten dollars per share.

ARTICLE V

Shareholders shall have no rights of cumulative voting.

1

ARTICLE VI

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VII

The name and address of the incorporator of this corporation is:

Nancy G. Barber Walden

3400 City Center

33 South Sixth Street

Minneapolis, Minnesota 55402.

ARTICLE VIII

The management of this corporation shall be vested in a Board of Directors.

The Board of Directors of this corporation shall consist of three (3) directors or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation, or as determined by the shareholders at each annual meeting or at any special meeting of the shareholders called for that purpose. The names and post office addresses of the first Board of Directors of this corporation are as follows:

Melvin R. Mooty

3400 City Center

33 South Sixth Street

Minneapolis, Minnesota 55402

Ellen W. McVeigh

3400 City Center

33 South Sixth Street

Minneapolis, Minnesota 55402

2

Nancy G. Barber Walden

3400 City Center

33 South Sixth Street

Minneapolis, Minnesota 55402

Each such director shall serve until the first annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office.

ARTICLE IX

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office. Any action required or permitted to be taken at a meeting of shareholders may be taken by written action signed by all of the shareholders entitled to vote with respect to the subject matter there to.

IN WITNESS WHEREOF, the undersigned has set her hand this 21day of September, 1984.

/s/ Nancy G. Barber Walden

Nancy G. Barber Walden

STATE OF MINNESOTA	)
	)     ss.
COUNTY OF HENNEPIN	)

The foregoing instrument was acknowledged before me this 21^st day of September,1984, by Nancy G. Barber Walden.

/s/ Sally J. Baril

Notary Public                  County, MN

My Commission Expires:

[SEAL]

3

MAILED
SEP 21 1987
[SEAL]	RECEIVED
	SECRETARY OF STATE

ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
DAVENPORT DEVELOPMENTAL FACILITIES, INC.

To the Secretary of State
of the State of Iowa:

Pursuant to the provisions of Section 58 of the Iowa Business Corporation Act, Chapter 496A, Code of Iowa, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

I.The name of the corporation is Davenport Developmental Facilities, Inc. The effective date of its incorporation was the 25th day of September, 1984.

II.The following amendment of the Articles of Incorporation was adopted by the shareholders of the corporation on August 13, 1987, in the manner prescribed by the Iowa Business Corporation Act:

RESOLVED, that the Articles of Incorporation of the corporation be amended by the addition thereto of the following ARTICLE X:

ARTICLE X

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) liability for any transaction from which the director derived an improper personal benefit; (iv) liability under Section 496A.44 of the Iowa Business Corporation Act; or (v) liability for any act or omission occurring prior to the date when this Article become effective. If Chapter 496A, the Iowa Business Corporation Act hereafter is amended to authorize the further elimination or limitation of the

1

liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 496A, the Iowa Business Corporation Act. Any repeal or modification of this Articles by the shareholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

III.The number of shares of the corporation outstanding at the time of such adoption was 100; and the number of shares entitled to vote thereon was 100.

IV.The number of shares voted for such amendment was 100; and the number of shares voted against such amendment was 0.

Dated: 8-13-87

DAVENPORT DEVELOPMENTAL
FACILITIES, INC.
By	/s/ Robert E. Miller
	Robert E. Miller
	Its President
By	/s/ Craig R. Miller
	Craig R. Miller
	Its Secretary

2

STATE OF MINNESOTA	)
	)	ss.
COUNTY OF Hennepin	)

On this 13^th day of August, A.D. 1987, before me, Tina M. Chapman, a Notary Public in and for said County, personally appeared Robert E. Miller to me personally known, who being by me duly sworn did say that he is President of said corporation, that the seal affixed to said instrument is the seal of said corporation and that said Articles of Amendment were signed and sealed on behalf of the said corporation by authority of its Board of Directors and the said Robert E. Miller acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed.

[SEAL]	/s/ Tina M. Chapman
TINA M. CHAPMAN NOTARY PUBLIC MINNESOTA	Notary Public in and for the State of Minnesota
WRIGHT COUNTY	Tina M. Chapman
My Commission Expires Jan 14, 1989

OFFICE OF THE SECRETARY OF STATE

DES MOINES, IOWA

3

STATEMENT OF CHANGE OF ADDRESS OF REGISTERED OFFICE

BY REGISTERED AGENT PURSUANT TO IOWA CODE ANNOTATED

[SEAL]

I.Name of Registered Agent:  C T CORPORATION SYSTEM

II.Address of present registered office:

1980 Financial Center

c/o C T Corporation System

Des Moines, in the County of Polk, Iowa 50309

III.Address to which the registered office is changed:

2222 Grand Avenue

c/o C T Corporation System

Des Moines, in the County of Polk, Iowa 50312

IV.A list of the corporations for which C T CORPORATION SYSTEM is the Registered Agent and for which it is furnishing the Registered Office is hereunto annexed and made a part of this Statement by reference, and the Registered Office of each such corporation is hereby changed to the new office address of C T CORPORATION SYSTEM set forth above.

V.A copy of this statement has been sent to each corporation named on the list hereunto annexed.

Dated: July 16, 1986

C T CORPORATION SYSTEM
Registered Agent
BY:	/s/ Virginia Colvell
	VIRGINIA COLVELL, Vice-President

State of New York )

New York County )

I, Virginia Colvell, being first duly sworn on-oath, depose and state that I am the Vice President of C T Corporation System, and that I executed the foregoing instrument as Vice President of the corporation, and that the statements contained therein are true.

Subscribed and sworn to before me this 16 day of July, A.D. 1986.

[SEAL]
	[SEAL]

1

DOMESTIC – CHANGE OF REGISTERED OFFICE

	ORG-QUAL	DOMESTIC
	DATE	STATE
B.G. DUBUQUE, INC.	8/84	IOWA
BOHEMIAN CLUB MANAGEMENT CORP.	7/84	IOWA
CEDAR VALLEY RAILROAD COMPANY	9/84	IOWA
DAVENPORT CELLULAR CORPORATION	6/84	IOWA
DAVENPORT DEVELOPMENTAL FACILITIES, INC.	9/84	IOWA
DES MOINES CELLLUAR CORPORATION	6/84	IOWA
MEDICARE EQUIPMENT SERVICES, INC.	12/77	IOWA
NEW ANTIQUES, INC.	10/84	IOWA
FREDERICK PARKER INCORPORATED	3/82	IOWA
REM-CONSULTING OF IOWA, INC.	9/84	IOWA
SKELGAS, INC.	12/84	IOWA
WITHERSPOON, TOWN & HALL INC.	10/84	IOWA

RESIGNATION OF REGISTERED AGENT UPON WHOM PROCESS MAY BE SERVED

	1990 OCT 24 AM 10.38
Secretary of State	RECEIVED
State Capital	SECRETARY OF SATE
Des Moines, Iowa 50319
Gentlemen:

Please take notice that the undersigned hereby resigns as Registered Agent upon whom process may be served in IOWA for DAVENPORT DEVELOPMENTAL FACILITIES, INC. a corporation organized under the laws of the state of IOWA.

IN WITNESS WHEREOF, the undersigned corporation has caused this notice to be executed in its name by its Assistant Secretary, this 19TH day of OCTOBER, 1990.

C T CORPORATION SYSTEM

(AGENT)

/s/ Donald

ASSISTANT SECRETARY

ELAINE BAXTER

Secretary of State

FILED

Date: Oct. 24, 1990

Time: 10:38

Receipt: R163284

[SEAL]	ELAINE BAXTER	Statement of Change
	Secretary of State	of Registered Office or
	State of Iowa	Registered Agent or Both

Pursuant to the provisions of the Iowa Business Corporation Act or the Iowa Nonprofit Corporation Act, the corporation submits the following statement to change the registered office or registered agent or both, in Iowa:

1.The name of the corporation is Davenport Developmental Facilities, Inc.

2.The address of the registered office as it currently appears on the records of the secretary of state

Not applicable

Street City State Zip

3.The address of the new registered office of the corporation is

1601 McPherson, Suite #1	Council Bluffs	Iowa	51503
Street	City	State	Zip

4.The name of the registered agent as it currently appears on the records of the secretary of state

Not applicable

5.The name of the new registered agent is Wayne Nielsen

6.The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

7. Signature /s/ Thomas E Miller

Type or print name and title Thomas E Miller – President

COMPLETE THIS ITEM ONLY IF REGISTERED AGENT IS CHANGED. The undersigned consents to be appointed registered agent for the corporation named in this statement.

Name of new agent	Wayne Nielsen
Signature	/s/ Wayne G Nielsen

The information you provide will be open for public inspection under Iowa Code section 22.11

PLEASE READ INSTRUCTIONS ON REVERSE BEFORE COMPLETING

ELAINE BAXTER

Secretary of State

FILED

Date: 1-29-91

Time: 10:59

Receipt: R168650

[SEAL]	ELAINE BAXTER	Statement of Change
	Secretary of State	of Registered Office or
	State of Iowa	Registered Agent or Both

Corp. No.: 000097609

DAVENPORT DEVELOPMENTAL FACILITIES, INC.

WAYNE NIELSEN

1601 MCPHERSON, STE 1

COUNCIL BLUFFS, IA 51503

Pursuant to the provisions of the Iowa Business Corporation Act or the Iowa Nonprofit Corporation Act, the corporation submits the following statement to change the registered office or registered agent or both, in Iowa:

1.The name of the corporation is DAVENPORT DEVELOPMENTAL FACILITIES, INC.

2.The address of the registered office as it currently appears on the records of the secretary of state is 1601 MCPHERSON, STE 1 COUNCIL BLUFFS, IA 51503

3.The name of the registered agent as it currently appears on the records of the secretary of state is WAYNE NIELSEN

4.The address of the registered office and the address of the business office of the registered agent, as changed will be identical.

5.The address of the new registered office of the corporation is

1601 McPherson Suite 100	Council Bluffs,	Iowa	51503
Street	City	State	Zip

6.The name of the new registered agent is W.G. Nielsen Ph.D.

7.Signature W.G. Nielsen Ph.D.

Type or print name and title Executive Director

ELAINE BAXTER

Secretary of State

FILED

Date: April 19, 1991

Time: 10:49

Receipt: R174936

COMPLETE THIS ITEM ONLY IF REGISTERED AGENT IS CHANGED. The undersigned consents to be appointed registered agent for the corporation named in this statement.

Name of new agent	W.G. Nielsen, Ph.D.
Signature	/s/ W.G. Nielsen, Ph.D.

The information you provide will be open for public inspection under Iowa Code section 22.11

PLEASE READ INSTRUCTIONS ON REVERSE BEFORE COMPLETING

[SEAL]	ELAINE BAXTER	Statement of Change
	Secretary of State	of Registered Office or
	State of Iowa	Registered Agent or Both

Pursuant to the provisions of the Iowa Business Corporation Act or the Iowa Nonprofit Corporation Act, the corporation submits the following statement to change the registered office or registered agent or both, in Iowa:

1.The name of the corporation is Davenport Developmental Facilities, Inc.

2.The address of the registered office as it currently appears on the records of the secretary of state

1601 McPherson, Suite 100, Council Bluffs, IA 51503
Street	City	State	Zip

3.The address of the new registered office of the corporation is

(SAME) 1601 McPherson, Suite 100, Council Bluffs, IA 51503
Street	City	State	Zip

4.The name of the registered agent as it currently appears on the records of the secretary of state

Wayne G. Nielsen

5.The name of the new registered agent is Richard Jones

6.The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

7. Signature /s/ Richard Jones

. Type or print name and title Richard Jones, Executive Director

COMPLETE THIS ITEM ONLY IF REGISTERED AGENT IS CHANGED. The undersigned consents to be appointed registered agent for the corporation named in this statement.

Name of new agent	Richard Jones
Signature	/s/ Richard Jones

The information you provide will be open for public inspection under Iowa Code section 22.11

PLEASE READ INSTRUCTIONS ON REVERSE BEFORE COMPLETING.

ELAINE BAXTER

Secretary of State

FILED

Date: 9-10-91

Time: 7:41

Receipt: R186342

ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF
DAVENPORT DEVELOPMENTAL FACILITIES, INC.

The undersigned, Thomas E. Miller, President and Craig R. Miller, Secretary of Davenport Developmental Facilities, Inc., hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by written action of the sole shareholder, being the holder of 100 common shares, which constitute all of the issued and outstanding shares of the corporation, on June 11, 1993.

RESOLVED, that Article I of the Articles of Incorporation of this corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM- Iowa Community Services, Inc.

/s/ Thomas E. Miller

Thomas E. Miller, President

/s/ Craig R. Miller

Craig R. Miller, Secretary

Subscribed and sworn to before me

this 11 day of June, 1993.

/s/ Tina M. Chapman

Notary Public

[SEAL] [SEAL]

ELAINE BAXTER

Secretary of State

FILED

Date: 6-18-93

Time: 1:10 PM

Receipt: 107924

ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
REM-IOWA COMMUNITY SERVICES, INC.

I, the undersigned, as Secretary of REM-Iowa Community Services, Inc., an Iowa corporation (the “Corporation”), do hereby certify that on the 24 day of May, 2000, the sole shareholder and directors of the Corporation unanimously resolved to amend the Articles of Incorporation in accordance with the following resolutions:

RESOLVED, that Article I of the Articles of Incorporation of the Corporation be amended to read as follows:

RECEIVED

SECRETARY OF STATE

IOWA

00 JUL 10  AM 9.59

ARTICLE I

The name of this corporation shall be REM Iowa Community Services, Inc.

FURTHER RESOLVED, that this amendment to the Articles of Incorporation of the Corporation shall be effective as of the 1st day of August, 2000.

FURTHER RESOLVED, that Craig R. Miller, the Secretary of the Corporation, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution and to cause such Articles of Amendment to be filed with the Secretary of State of the State of Iowa.

I FURTHER CERTIFY that the foregoing amendment has been adopted pursuant to Iowa Code Chapter 490.

IN WITNESS WHEREOF, I have hereunto subscribed my name effective the 24 day of May, 2000.

/s/ Craig R. Miller

 Craig R. Miller, Secretary

FILED

IOWA

SECRETARY OF STATE

7-10-2000

9:59 AM

W244002

EX-3.94

Exhibit 3.94

BY-LAWS

OF

DAVENPORT DEVELOPMENTAL FACILITIES, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is c/o CT Corporation System, 1980 Financial Center, Des Moines, Iowa. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Iowa as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Iowa be designated by the Board of Directors

in the notice of meeting. Any annual or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting.  At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If an annual meeting of shareholders has not been held for a period of eighteen (18) months, one or more shareholders holding not less than three percent (3%) of the voting power of all shares of the corporation entitled to vote may call an annual meeting of shareholders by delivering to the President or Treasurer a written demand for an annual meeting. Within thirty (30) days after the receipt of such written demand by the President or

Treasurer, the Board of Directors shall cause an annual meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof.  Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting power of all shares of the corporation entitled to vote by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of all shares of the corporation entitled to vote at a meeting shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. If the holders of a majority of the voting power of all shares are not represented at a meeting, the shareholders present in person or by proxy shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The shareholders shall take action by the affirmative vote of the

holders of a majority of the voting power of the shares present, in person or represented-by proxy, and entitled to vote, except where a different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action.  Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 7 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Iowa, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in

writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum.  Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with

respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be. If the action does not require shareholder approval, such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected annually by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors or other person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise

the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section I. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State, of Iowa, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by

a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or, class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and

the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

The undersigned, Secretary of Davenport Developmental Facilities, Inc., an Iowa corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 1st day of October, 1984.

/s/ Craig R. Miller

Secretary

EX-3.95

Exhibit 3.95

ARTICLES OF INCORPORATION

OF

REM-CONSULTING OF IOWA, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Iowa Statues Chapter 496A, does hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM-Consulting of Iowa, Inc.

ARTICLE II

The name and address of this corporation’s registered agent in this state shall be CT Corporation System, 1980 Financial Center, Des Moines, Iowa, County of Polk.

ARTICLE III

The purpose which the corporation is authorized to pursue is, or includes, the transaction of any or all lawful business for which the corporation may be incorporated under the Iowa Business Corporation Act.

ARTICLE IV

The total authorized shares of this corporation shall consist of Two Thousand Five Hundred (2,500) voting common shares.  The common stock of this corporation shall have a par value of ten dollars per share.

ARTICLE V

Shareholders shall have no rights of cumulative voting.

ARTICLE VI

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VII

The name and address of the incorporator of this corporation is:

Nancy G. Barber Walden

3400 City Center

33 South Sixth Street

Minneapolis, Minnesota 55402.

ARTICLE VIII

The management of this corporation shall be vested in a Board of Directors.

The Board of Directors of this corporation shall consist of three (3) directors or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation, or as determined by the shareholders at each annual meeting or at any special meeting of the shareholders called for that purpose.  The names and post office addresses of the first Board of Directors of this corporation are as follows:

Thomas E. Miller

6921 York Avenue South

Edina, Minnesota 55435

Douglas V. Miller

6921 York Avenue South

Edina, Minnesota 55435

2

Craig R. Miller

6921 York Avenue South

Edina, Minnesota 55435

Each such director shall serve until the first annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office.

ARTICLE IX

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office.  Any action required or permitted to be taken at a meeting of shareholders may be taken by written action signed by all of the shareholders entitled to vote with respect to the subject matter thereto.

IN WITNESS WHEREOF, the undersigned has set her hand this 30 day of August, 1984.

		/s/ Nancy G. Barber Walden
		Nancy G. Barber Walden
STATE OF MINNESOTA	)
	)  ss.
COUNTY OF HENNEPIN	)

The foregoing instrument was acknowledged before me this 30 day of August, 1984, by Nancy G. Barber Walden.

/s/ Marlene L. Sander

Notary Public,              County, MN

My Commission Expires:

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STATEMENT OF CHANGE OF ADDRESS OF REGISTERED OFFICE

BY REGISTERED AGENT PURSUANT TO IOWA CODE ANNOTATED

I.	Name of Registered Agent:			C T CORPORATION SYSTEM
II.	Address of present registered office:
			1980 Financial Center
			c/o C T Corporation System
			Des Moines, in the County of Polk, Iowa 50309
III.	Address to which the registered office is changed:
		2222 Grand Avenue
		c/o C T Corporation System
		Des Moines, in the County of Polk, Iowa 50312
IV.	A list of the corporations for which C T CORPORATION SYSTEM is the Registered Agent and for which it is furnishing the Registered Office is hereunto annexed and made a part of this Statement by reference, and the Registered Office of each such corporation is hereby changed to the new office address of C T CORPORATION SYSTEM set forth above.
V.	A copy of this statement has been sent to each corporation named on the list hereunto annexed.

Dated:  July 16, 1986

C T CORPORATION SYSTEM
Registered Agent
By:	/s/ Virginia Colvell
	VIRGINIA COLVELL, Vice-President

State of New York	)
New York County	)

I, Virginia Colvell, being first duly sworn on oath, depose and state that I am the Vice President of C T Corporation System and that I executed the foregoing instrument as Vice President of the corporation, and that the statements contained therein are true.

Subscribed and sworn to before me this 16 day of July, A.D. 1986.

[SEAL]

DOMESTIC – CHANGE OF REGISTERED OFFICE

	ORG-QUAL	DOMESTIC
	DATE	STATE
B.G. DUBUQUE, INC.	8/84	IOWA
BOHEMIAN CLUB MANAGEMENT CORP.	7/84	IOWA
CEDAR VALLEY RAILROAD COMPANY	9/84	IOWA
DAVENPORT CELLULAR CORPORATION	6/84	IOWA
DAVENPORT DEVELOPMENTAL FACILITIES, INC.	9/84	IOWA
DES MOINES CELLULAR CORPORATION	6/84	IOWA
MEDICARE EQUIPMENT SERVICES, INC.	12/77	IOWA
NEW ANTIQUES, INC.	10/84	IOWA
FREDERICK PARKER INCORPORATED	3/82	IOWA
REM-CONSULTING OF IOWA, INC.	9/84	IOWA
SKELGAS, INC.	12/84	IOWA
WITHERSPOON, TOWN & HALL INC.	10/84	IOWA

ARTICLES OF AMENDMENT

to the

ARTICLES OF INCORPORATION

of

REM-CONSULTING OF IOWA, INC.

To the Secretary of State

of the State of Iowa:

Pursuant to the provisions of Section 38 of the Iowa Business Corporation Act, Chapter 496A, Code of Iowa, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

I.The name of the corporation is REM-Consulting of Iowa, Inc.  The effective date of its incorporation was the 4^th day of September, 1984.

II.The following amendment of the Articles of Incorporation was adopted by the shareholders of the corporation on August 13, 1987, in the manner prescribed by the Iowa Business Corporation Act:

RESOLVED, That Article I of the Articles of Incorporation of the corporation be, and it hereby is, amended to read as follows:

ARTICLE I

The name of this corporation shall be REM-Iowa, Inc.

FURTHER RESOLVED, that the Articles of Incorporation of the corporation be amended by the addition thereto of the following ARTICLE X:

ARTICLE X

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) liability for any transaction from which the director derived

an improper personal benefit; (iv) liability under Section 496A.44 of the Iowa Business Corporation Act; or (v) liability for any act or omission occurring prior to the date when this Article become effective.  If Chapter 496A, the Iowa Business Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 496A, the Iowa Business Corporation Act.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely effect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

FURTHER RESOLVED, That the officers of the corporation be, and they hereby are, authorized and directed to make, execute, acknowledge and deliver such documents as they shall deem necessary to effectuate the foregoing resolutions.

III.The number of shares of the corporation outstanding at the time of such adoption was 102; and the number of shares entitled to vote thereon was 102.

IV.The number of shares voted for such amendment was 102; and the number of shares voted against such amendment was 0.

Dated: August 13, 1987.

REM-CONSULTING OF IOWA, INC.
	By:	/s/ Robert E. Miller
	Robert E. Miller
	Its President
	By:	/s/ Craig R. Miller
	Craig R. Miller
	Its Secretary

STATE OF MINNESOTA	)
	)  ss.
COUNTY OF HENNEPIN	)

On this 13 day of August, A.D. 1987, before me, Tina M. Chapman, a Notary Public in and for said County, personally appeared Robert E. Miller to me personally known, who being by me duly sworn did say that he is President of said corporation, that the seal affixed to said instrument is the seal of said corporation and that said Articles of Amendment were signed and sealed on behalf of the said corporation by authority of its Board of Directors and the said Robert E. Miller acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed.

/s/ Tina M. Chapman

Notary Public in and for the State
of Minnesota

ARTICLES OF MERGER

OF

REM-IOWA, INC., an Iowa corporation

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

Pursuant to the provisions of Section 490.1105 of the Iowa Business Corporation Act, the undersigned corporation adopts the following articles of merger:

1.The plan of merger is set forth as Exhibit A.

The plan of merger was approved by the shareholders and:

(i)The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation was:

			Number of Votes
Name of		Number of Out standing	Entitled to be
Corporation	Designation	Shares	Cast
Grandview Group Home, Inc.	common	100	100
REM-Iowa, Inc.	common	102	102

and

(ii)The total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan was:

		Total Number of	Total Number of
Name of		Votes Cast for	Votes Cast
Corporation	Voting Group	the Plan	Against the Plan
Grandview Group Home, Inc.	common	100	-0-
REM-Iowa, Inc.	common	102	-0-

and the number cast for the plan by each voting group was sufficient for approval by that group.

Dated: January 13, 1992	REM-IOWA, INC.
	/s/ Thomas E. Miller
	Authorized Signature
	Thomas E. Miller, President
	Name and Title

EXHIBIT A

PLAN OF MERGER

Plan of Merger (hereinafter referred to as the “Plan”), dated January 13, 1992, for the merger of GRANDVIEW GROUP HOME, INC., a Minnesota corporation (the “Merged Corporation”), into REM-IOWA, INC., an Iowa corporation (the “Surviving Corporation”).  (The Merged and Surviving Corporations may be collectively referred to as “Constituent Corporations”.)

WITNESSETH:

WHEREAS, Surviving Corporation is a corporation duly organized and existing under the laws of the State of Iowa, and Merged Corporation is a corporation duly organized and existing under the laws of the State of Minnesota; and

WHEREAS, the Boards of Directors of the Constituent Corporations deem it advisable for the general welfare and advantage of the Constituent Corporations and their respective stockholders that the Constituent Corporations merge into a single corporation pursuant to this Plan, and the Constituent Corporations respectively desire so to merge pursuant to this Plan and pursuant to the applicable provisions of the laws of the States of Iowa and Minnesota;

NOW, THEREFORE, the Constituent Corporations shall be merged into a single corporation, REM-Iowa, Inc., an Iowa

corporation, one of the Constituent Corporations, which shall continue its corporate existence and be the corporation surviving the merger.  The terms and conditions of this merger (the “Merger”) and the manner of carrying the same into effect, are as follows:

ARTICLE I

Effective Date of the Merger

The Effective Date of the Merger shall be the date on which Articles of Merger are filed with the Iowa Secretary of State.  Upon the Effective Date of the Merger, the separate existence of the Constituent Corporations shall cease and the Constituent Corporations shall be merged into the Surviving Corporation, REM-Iowa, Inc. as an Iowa corporation.

ARTICLE II

Governing Laws; Articles of

Incorporation; Authorized Shares

The laws of the State of Iowa shall govern the Surviving Corporation, and the interpretation and enforcement of this Plan.  The Articles of Incorporation of REM-Iowa, Inc. shall remain in effect as the Articles of Incorporation of the Surviving Corporation subsequent to the Merger until the same may be further altered or amended in accordance with the provisions thereof.

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ARTICLE III

Bylaws; Registered Office

The Bylaws of the Surviving Corporation as of the Effective Date of the merger shall be the Bylaws of the Surviving Corporation after the Merger.  The registered office of Surviving Corporation shall be in C/O CT Corporation System, 1980 Financial Center, Des Moines, Iowa, after the Merger.

ARTICLE IV

Directors and Officers

The directors of the Surviving Corporation in office as of the date hereof shall remain the directors of the Surviving Corporation at and after the Effective Date of the Merger until their respective successors shall have been duly elected and qualified.  Subject to the authority of the Board of Directors as provided by law and the Bylaws of the Surviving Corporation, the officers of Surviving Corporation at the Effective Date of Merger shall remain the officers of the Surviving Corporation.  The officers and directors of the Merged Corporation holding office on the Effective Date shall be deemed to have resigned effective as of the Effective Date.

ARTICLE V

Conversion of Shares in the Merger

The manner of carrying the Merger into effect, and the manner and basis of converting the shares of the Constituent

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Corporations into shares of the Surviving Corporation or into money or other property are as follows:

5.01.Surviving Corporation’s Common Stock. On the Effective Date of the Merger, all of the issued and outstanding shares of common stock of the Surviving Corporation shall remain issued and outstanding.

5.02.Merged Corporation’s Common Stock.  On the Effective Date of the Merger, all of the issued and outstanding shares of common stock of the Merged Corporation shall be automatically, without any action on the part of the holder, cancelled.  Thus, the stockholders of the Surviving Corporation (who are one and the same as the stockholders of the Merged Corporation) shall after the Effective Date of the Merger be the only stockholders of the Surviving Corporation holding the same number of shares of common stock as they did immediately prior to the Merger.

ARTICLE VI

Effect of the Merger

To the full extent permitted by law (and otherwise upon the Effective Date of Merger), the Surviving Corporation shall be deemed, as of January 1, 1992, to have succeeded to and to possess and enjoy all the rights, privileges, immunities, powers, and franchises, both of a public and private nature, of

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the Constituent Corporations, and all property, real, personal and mixed, including patents, trademarks, tradenames, and all debts due to either of the Constituent Corporations on whatever account, for all things in action or all other rights belonging to either of said corporations; and all said property, rights, privileges, immunities, powers and franchises, and all and every other interest shall be thereafter the property of the Surviving Corporation as effectively as they were of the respective Constituent Corporations, and the title of any real estate vested by deed or otherwise in either of said Constituent Corporations shall not revert or be in any way impaired by reason of the Merger (except that all contracts, including but not limited to leases, of real and personal property, between the Constituent Corporation shall be deemed merged and terminated); provided, however, that all rights of creditors and all liens upon any property of either of said Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens prior to the Merger, and all debts, liabilities, and duties of said Constituent Corporations, respectively, shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted in the first instance by the Surviving Corporation.

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ARTICLE VII

Accounting Matters

To the full extent permitted by applicable accounting policies and procedures and tax and regulatory laws, rules and regulations, as of January 1, 1992 (and otherwise upon the Effective Date of Merger) the assets and liabilities of the Constituent Corporations shall be taken up on the books of the Surviving Corporation at the amounts at which they were carried at that time on the books of the respective Constituent Corporations.  The surplus of the Surviving Corporation after the Merger, including any surplus arising in the Merger, shall be available to be used for any lawful purposes for which surplus may be used.  Accounting procedures and depreciation schedules and procedures of any Constituent Corporations may be converted to those procedures and schedules selected by the Surviving Corporation.

ARTICLE VIII

Compliance with Minnesota Statues § 302A.651

The Surviving Corporation agrees that after the Effective Date of the Merger:

(a)It does not intend to transact business within the State of Minnesota within the meaning of Minnesota Statues, Chapter 303.

6

(b)The Surviving Corporation agrees that it may be served with process in the State of Minnesota in a proceeding for the enforcement of an obligation of a Constituent Corporation and in a proceeding for the enforcement of the rights of a dissenting shareholder of a Constituent Corporation against the Surviving Corporation

(c)The Secretary of State of the State of Minnesota is irrevocably appointed agent for service of process on behalf of the Surviving Corporation in any proceeding.  In the event such service of process is made, the Secretary of State of the State of Minnesota may mail a copy of such process to the following address:

REM-Iowa, Inc.

C/O CT Corporation System

1980 Financial Center

Des Moines, Iowa

(d)It will promptly pay to the dissenting shareholders of the Merged Corporation the amount, if any, to which they are entitled under Minnesota Statues, Section 302A.473.

ARTICLE IX

Filing of Plan of Merger

Upon adoption and approval of the Plan of Merger by the stockholders of the Constituent Corporation, Articles of Merger

7

shall be executed and delivered to the Secretary of State of the State of Minnesota for filing as provided by the Minnesota Business Corporation Act and Articles of Merger shall be executed and delivered to the Secretary of State of the State of Iowa for filing as provided by the Iowa Business Corporation Act.

8

ARTICLES OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

OF

REM-IOWA, INC.

I, the undersigned, as Secretary of REM-Iowa, Inc., an Iowa corporation (the “Corporation”), do hereby certify that on the 24 day of May, 2000, the shareholders and directors of the Corporation unanimously resolved to amend the Articles of Incorporation in accordance with the following resolutions:

RESOLVED, that Article I of the Articles of Incorporation of the Corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM Iowa, Inc.

FURTHER RESOLVED, that this amendment to the Articles of Incorporation of the Corporation shall be effective as the 1^st day of August, 2000.

FURTHER RESOLVED, that Craig R. Miller, the Secretary of the Corporation, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution and to cause such Articles of Amendment to be filed with the Secretary of State of the State of Iowa.

I FURTHER CERTIFY that the foregoing amendment has been adopted pursuant to Iowa Code Chapter 490.

IN WITNESS WHEREOF, I have hereunto subscribed my name effective the 24 day of May, 2000.

 /s/ Craig R. Miller

Craig R. Miller, Secretary

EX-3.96

Exhibit 3.96

BY-LAWS

OF

REM-CONSULTING OF IOWA, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is c/o CT Corporation System, 1980 Financial Center, Des Moines, Iowa. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Iowa as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Iowa be designated by the Board of Directors

in the notice of meeting. Any annual or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting.

At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If an annual meeting of shareholders has not been held for a period of eighteen (18) months, one or more shareholders holding not less than three percent (3%) of the voting power of all shares of the corporation entitled to vote may call an annual meeting of shareholders by

delivering to the President or Treasurer a written demand for an annual meeting. Within thirty (30) days after the receipt of such written demand by the President or Treasurer, the Board of Directors shall cause an annual meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting power of all shares of the corporation entitled to vote by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed. Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not

participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of all shares of the corporation entitled to vote at a meeting shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. If the holders of a majority of the voting power of all shares are not represented at a meeting, the shareholders present in person or by proxy shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The shareholders shall take action by the affirmative vote of the holders of a majority of the voting power of the shares present, in person or represented by proxy, and entitled to vote, except where a different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action.  Such written action shall be effective when signed by all of the shareholders entitled to vote

thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 7 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Iowa, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a. quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than quorum. Any newly created directorship resulting from an a increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders

have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with

respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be. If the action does not require shareholder approval, such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected annually by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of

offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the

corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors or other person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Iowa, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

The undersigned, Secretary of REM-Consulting of Iowa, Inc., an Iowa corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 24th day of September, 1984.

/s/ Craig R. Miller

Secretary

EX-3.97

Exhibit 3.97

ARTICLES OF INCORPORATION

OF

LEAD-WAY CENTERS, INC.

We, the undersigned, for the purpose of forming a corporation under the Minnesota Business Corporation Act, do hereby associate ourselves as a body corporate and do hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be LEAD-WAY CENTERS, INC.

ARTICLE II

This corporation has been formed for general business purposes.

ARTICLE III

The corporation shall have all of the powers granted or available under the laws of the State of Minnesota and laws amendatory thereof and supplementary thereto, including but not limited to the following:

1.The power to acquire, own, pledge, dispose of and deal in shares of capital stock, rights, bonds, debentures, notes, trust receipts and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations (including this corporation), associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government or by any state, territory, province, municipality or other political subdivision or by any governmental agency, domestic or foreign, and as owner thereof to possess and

exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

2.The power to aid in any manner any corporation, association, firm or individual, any of whose securities, evidences of indebtedness, obligations or stock are held by the corporation directly or indirectly, or in which, or in the welfare of which, the corporation shall have any interest, and to guarantee securities, evidences of indebtedness and obligations of other persons, firms, associations and corporations.

3. The power to carry out all or any part of the purposes of this corporation as principal or agent, or in conjunction, or as a partner or member of a partnership, syndicate or joint venture or otherwise, and in any part of the world to the same extent and as fully as natural persons might or could do.

ARTICLE IV

The duration of this corporation shall be perpetual.

ARTICLE V

The location and post office address of this corporation’s registered office in this state shall be 300 Roanoke Building, Minneapolis, Minnesota 55402.

ARTICLE VI

The minimum amount of stated capital with which this corporation will begin business shall be not less than One Thousand Dollars ($1,000.00).

ARTICLE VII

The total authorized capital stock of this corporation shall consist of 2,500 shares of common stock having a par value of $10.00 per share. All shares of stock of this

corporation may be issued as full or fractional shares. Each outstanding fractional share shall have the rights which are provided in these Articles of Incorporation, the By-Laws of this corporation and the laws of the State of Minnesota to which a full share of such stock is entitled, but in the proportion which such fractional share bears to a full share of such stock.

All shares of common stock shall be equal in every respect.  At all meetings of the shareholders, each shareholder of record entitled to vote thereat shall be entitled to one vote for each share (and a fractional vote for and equal to each fractional share) of stock standing in his name and entitled to vote at such meetings. Shareholders shall have no rights of cumulative voting. Shareholders shall not be entitled as a matter of right, preemptive or otherwise, to subscribe or apply for or purchase or receive any part of any unissued stock or other securities of this corporation, or of any stock or other securities issued and thereafter acquired by this corporation.

ARTICLE VIII

The names and post office addresses of the incorporators of this corporation are as follows:

James A. Vose	300 Roanoke Building Minneapolis, Minnesota 55402
Pamela N. Merkle	300 Roanoke Building Minneapolis, Minnesota 55402
Andrew C. Selden	300 Roanoke Building Minneapolis, Minnesota 55402

ARTICLE IX

The management of this corporation shall be vested in a Board of Directors. The Board of Directors of this corporation shall consist of three (3) directors or such other

number of directors as may be permitted by law and as shall be provided in the ByLaws of this corporation or as determined by the shareholders at each annual meeting or any special meeting of the shareholders called for that purpose. The names and post office addresses of the first Board of Directors of this corporation are as follows:

James A. Vose	300 Roanoke Building Minneapolis, Minnesota 55402
Pamela N. Merkle	300 Roanoke Building Minneapolis, Minneosta 55402
Andrew C. Selden	300 Roanoke Building Minneapolis, Minnesota 55402

Each such director shall serve until the first annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office.

ARTICLE X

The authority to make and alter the By-Laws of this corporation is hereby vested in the Board of Directors of this corporation to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to repeal or alter such By-Laws.

Authority is hereby conferred upon and vested in the Board of Directors of this corporation to accept or reject subscriptions for shares of its capital stock, whether such subscriptions be made before or after its incorporation. The Board of Directors shall have the authority to issue shares of stock and securities of the corporation to the full amount authorized by these Articles of Incorporation, and shall have the authority to grant and issue rights to convert securities of the corporation into shares of stock of the corporation, options to purchase shares or securities convertible into shares, warrants, and other such

rights or options, and to fix the terms, provisions and conditions of such rights, options and warrants, including the option price or prices at which shares may be purchased or subscribed for and the conversion basis or bases of such rights, options and warrants.

ARTICLE XI

The shareholders of this corporation may, by a majority vote of all shares issued, outstanding and entitled to vote:

1.Authorize the Board of Directors to sell, lease, exchange or otherwise dispose of all, or substantially all, of its property and assets, including its good will, upon such terms and conditions and for such considerations, which may be money, shares, bonds, or other instruments for the payment of money or other property, as the Board of Directors deems expedient and in the best interests of the corporation;

2.Amend the Articles of Incorporation of this corporation for any reason or lawful purpose, and in the event that any such amendment adversely affects the rights of holders of shares of different classes, the affirmative vote of a majority of each such class shall be sufficient to adopt the amendment; and

3.Adopt and approve an agreement of merger or consolidation presented to them by the Board of Directors.

IN TESTIMONY WHEREOF, we have hereunto set our hand this 5th day of June, 1979.

/s/ James A. Vose

James A Vose

/s/ Pamela N. Merkle

Pamela N. Merkle

/s/ Andrew C. Selden

Andrew C. Selden

STATE OF MINNESOTA	)
	) ss.
COUNTY OF HENNEPIN	)

On this 5th day of June, 1979, before me a Notary Public within and for said County, personally appeared James A. Vose, Pamela N. Merkle and Andrew C. Selden to me known to be the persons named in and who executed the foregoing Articles of Incorporation, and who acknowledged that they executed the same as their free act and deed.

	/s/ Sara A. Johnson
Notary Public, Hennepin County, Minn.
	My Commission Expires: May 2, 1986

CERTIFICATE OF CHANGE OF REGISTERED OFFICE

by

LEAD-WAY CENTERS, INC.
	(name of corporation)

Pursuant to Minnesota Statutes Section 301.33 or 317.19, the undersigned, Thomas Miller / (name), hereby certifies that the Board of Directors of Lead-Way Centers, Inc. / (name of corporation), a Minnesota corporation, has resolved to change the corporation’s registered office from:

300 Roanoke Building,	Minneapolis,	Hennepin
(no. & street)	(city)	(county)	(zip)
6921 York Avenue South,	Edina,	Hennepin	55435
(no. & street)	(city)	(county)	(zip)

The effective date of the change will be the 18 day of December, 1979 or the day of filing of this certificate with the Secretary of State, whichever is later.

DATED 12-18-79	SIGNED	/s/ Thomas Miller
		Vice President
		(title or office)

For Use By Secretary of State -		For Use By Secretary of State - File Date
	Receipt Number
			STATE OF MINNESOTA
			DEPARTMENT OF STATE
289859			I hereby certify that the within instrument was filed for record in this office on the 27 day of Dec A. D. 1979, at 4.30 o’clock P.M, and was duly recorded in Book Y-51 of Incorporations, on page 449
			/s/ Joan Anderson Growe	Secretary of State

PLEASE READ DIRECTIONS ON REVERSE SIDE BEFORE COMPLETING

ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
LEAD-WAY CENTERS, INC.

We, the undersigned, Thomas E. Miller, as President and Craig R. Miller, as Secretary of Lead-Way Centers, Inc., a corporation organized and existing under the laws of the State of Minnesota, do hereby certify that by written resolution of the shareholders dated May 10, 1983, it was unanimously resolved by such shareholders that the Articles of Incorporation of the corporation be amended in accordance with the following resolution:

RESOLVED, That the name of the corporation as stated in the Articles of Incorporation of this corporation be, and the same hereby is, changed, and the name of this corporation shall be LEADWAY CENTERS, INC.

FURTHER RESOLVED, That the President and Secretary of this corporation be, and they hereby are, authorized and directed to make, execute and acknowledge Articles of Amendment embracing the foregoing resolution and to cause such Articles of Amendment to be filed and recorded in the manner required by law.

IN WITNESS WHEREOF, We have hereunto subscribed our names as officers of the corporation pursuant to the foregoing resolution this 10 day of May, 1983.

/s/ Thomas E. Miller

Thomas E. Miller

/s/ Craig R. Miller

Craig R. Miller

STATE OF MINNESOTA	)
	) ss.	ACKNOWLEDGEMENT
COUNTY OF HENNEPIN	)

On this 10 day of May, 1983, before me, a Notary Public within and for said county, personally appeared Thomas E. Miller and Craig R. Miller, to me known to be the persons who executed the foregoing Articles of Amendment of Articles of Incorporation, who, being by me each duly sworn, did say, the said Thomas E. Miller, that he is the President, and the said Craig R. Miller, that he is the Secretary of Lead-Way Centers, Inc., the corporation named in the foregoing Articles of Amendment; and declared that they executed said Articles of Amendment as the President and Secretary of said corporation by authority of the shareholders of the corporation, and acknowledged that they executed the foregoing Articles of Amendment as their free act and deed as the free act and deed of said corporation.

/s/ Linda J. Helleksen

Notary Public—Minnesota
Hennepin County
My Commission Expires: Aug. 31, 1988

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

LEADWAY CENTERS, INC.

We, the undersigned, Thomas, E Miller, as President and Craig R. Miller, as Secretary of Leadway Centers, Inc., a corporation organized and existing under the laws of the State of Minnesota, do hereby certify that by written resolution of the shareholders dated 3-27-84, it was unanimously resolved by such shareholders that the Articles of Incorporation of the corporation be amended in accordance with the following resolutions:

RESOLVED, That the name of the corporation as stated in the Articles of Incorporation of this corporation, as amended, be, and the same hereby is, changed, and the name of this corporation shall be REM-LEADWAY, INC.

FURTHER RESOLVED, That the President and Secretary of this corporation be, and they hereby are, authorized and directed to make, execute and acknowledge Articles of Amendment embracing the foregoing resolution and to cause such Articles of Amendment to be filed and recorded in the manner required by law.

IN WITNESS WHEREOF, We have hereunto subscribed our names as officers of the corporation pursuant to the foregoing resolution this 27 day of March, 1984.

	/s/ Thomas E. Miller
	Thomas E. Miller, President
	/s/ Craig R. Miller
Craig R. Miller, Secretary

STATE OF MINNESOTA	)
	) ss.	ACKNOWLEDGMENT
COUNTY OF HENNEPIN	)

On this 27 day of March, 1984, before me, a Notary Public within and for said County, personally appeared Thomas E. Miller and Craig R. Miller, to me known to be the persons who executed the foregoing Articles of Amendment of Articles of Incorporation, who, being by me each duly sworn, did say, the said Thomas E. Miller, that he is the President, and the said Craig R. Miller, that he is the Secretary of Leadway Centers, Inc., the corporation named in the foregoing Articles of Amendment; and declared that they executed said Articles of Amendment as the President and Secretary of said corporation by authority of the shareholders of the corporation, and acknowledged that they executed the foregoing Articles of Amendment as their free act and deed as the free act and deed of said corporation.

	/s/ Linda J. Helleksen
Notary Public—Minnesota Hennepin County My Commission Expires: Aug. 31, 1988

ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
REM-LEADWAY, INC.

The undersigned, Thomas E. Miller, President and Craig R. Miller, Secretary of REM-Leadway, Inc., a Minnesota corporation, pursuant to Minnesota Statutes Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on August 13, 1987.

RESOLVED, That the Articles of Incorporation of this corporation be amended by the addition thereto of the following Article XII:

ARTICLE XII

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability under Sections 302A.559 or 80A.23 of the Minnesota Statutes, (iv) liability for any transaction from which the director derived an improper personal benefit, or (v) liability for any act or omission occurring prior to the date when this Article becomes effective. If Chapter 302A, the Minnesota Business Corporation Act, hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

/s/ Thomas E. Miller

Thomas E. Miller, President

/s/ Craig R. Miller

Craig R. Miller, Secretary

Subscribed and sworn to

before me this 13 day

of August, 1987.

/s/ Lisa Ellis

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

REM-LEADWAY, INC.

I, the undersigned, as Vice President of REM-LEADWAY, INC., a Minnesota corporation, do hereby certify that the shareholders of the corporation have unanimously resolved to amend the Articles of Incorporation in accordance with the following resolution(s):

RESOLVED, That Article I of the Articles of Incorporation of this corporation be amended as follows:

ARTICLE I

The name of this corporation shall be REM-Leadway, Inc.

FURTHER RESOLVED, That Douglas V. Miller, the Vice President of this corporation, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution(s) and to cause such Articles of Amendment to be filed with the office of the Secreatry of State of the State of Minnesota.

I FURTHER CERTIFY that the foregoing amendment has been adopted pursuant to chapter 302A, Minnesota Statutes.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 23^rd day December, 1999.

/s/ Douglas V. Miller

ARTICLES OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

OF

REM-LEAD WAY, INC.

I, the undersigned, as Secretary of REM-Leadway, Inc., a Minnesota. corporation (the “Corporation”), do hereby certify that on the 24 day of May, 2000, the shareholders and directors of the Corporation unanimously resolved to amend the Articles of Incorporation in accordance with the following resolutions:

RESOLVED, that Article I of the Articles of Incorporation of the Corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM Leadway, Inc.

FURTHER RESOLVED, that this amendment to the Articles of Incorporation of the Corporation shall be effective as of the 1st day of August, 2000.

FURTHER RESOLVED, that Craig R. Miller, the Secretary of the Corporation, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution and to cause such Articles of Amendment to be filed with the Secretary of State of the State of Minnesota.

I FURTHER CERTIFY that the foregoing amendment has been adopted pursuant to Minnesota Statutes Chapter 302A.

IN WITNESS WHEREOF, I have hereunto subscribed my name effective the 24 day of May, 2000.

/s/ Craig R. Miller

Craig R. Miller, Secretary

EX-3.98

Exhibit 3.98

AMENDED AND RESTATED BYLAWS

OF

REM LEADWAY, INC.

TABLE OF CONTENTS

1

2

AMENDED AND RESTATED BYLAWS

OF

REM LEADWAY, INC.

ARTICLE 1. Offices

1.1 Registered Office. The registered office of the corporation shall be located within the State of Minnesota as set forth in the Articles of Incorporation. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

1.2 Other Offices. The corporation may have other offices, including its principal business office, at such places inside and outside the State of Minnesota as the Board of Directors may determine from time to time.

ARTICLE 2. Meetings of Shareholders

2.1 Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting inside or outside the State of Minnesota is designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office of the corporation is located.

2.2 Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis. The date, time and place of such meetings may be designated by the Board of Directors in the notices of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders holding not less than three percent (3%) of the voting power of all shares of the corporation entitled to vote may call a regular meeting of shareholders by delivering to the chief executive officer or chief financial officer a written demand for a regular meeting. Within thirty (30) days after the receipt of such a written demand by the chief executive officer or chief financial officer, the Board of Directors shall cause a regular meeting of shareholders to be called. Such a meeting shall be held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation.

2.3 Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the chief executive officer, by the acting chief executive officer in the absence of the chief executive officer, by the chief financial officer, or by two or more members of the Board of Directors. The date, time, and place of such special meeting shall be fixed by the person or persons calling the meeting and designated in the notice of meeting.

A special meeting may also be called by one or more shareholders holding ten percent (10%) or more of the voting power of all shares of the corporation entitled to vote, except that a special meeting for the purpose of considering any action to directly or indirectly facilitate or effect a business combination, including any action to change or otherwise affect the composition of the Board of Directors for that purpose, when called by shareholders, must be called by shareholders holding twenty-five percent (25%) or more of the voting power of all shares entitled to vote.

The shareholders calling such meeting shall deliver to the chief executive officer or chief financial officer a written demand for a special meeting. Such a demand shall contain the purpose or purposes of the meeting. Within thirty (30) days after the receipt of such a written demand for a special meeting of shareholders by the chief executive officer or chief financial officer, the Board of Directors shall cause a special meeting of shareholders to be called. Such a meeting shall be held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation.

Business transacted at any special meeting of the shareholders shall be limited to the purpose or purposes stated in the notice of the meeting. Any business transacted at any special meeting of the shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

2.4 Notice of Meetings. Except when a meeting of shareholders is an adjourned meeting to be held not more than one hundred twenty (120) days after the date fixed for the original meeting and the date, time, and place of such meeting were announced at the time of the original meeting or any adjournment of the original meeting, notice of all meetings shall be given to every holder of shares entitled to vote. Such notice shall contain the date, time, and place of the shareholder meeting and any other information required by law. In the case of a special meeting, the notice shall contain a statement of the purposes of the meeting. The notice may also contain any other information deemed necessary or desirable by the Board of Directors or by any other person or persons calling the meeting.

Unless a different minimum notice period has been fixed by applicable law, the Articles of Incorporation, or these Bylaws, notice of all meetings, including meetings for consideration of the sale or other disposition of all or substantially all of the assets of the corporation, shall be given not less than three (3) nor more than sixty (60) days before the date of the meeting.

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In the event that a plan of merger or exchange is to be considered at a meeting of shareholders, written notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) nor more than sixty (60) days before the date of the meeting. Such a notice shall contain the date, time, and place of the shareholder meeting, shall state that a purpose of such meeting is to consider the proposed plan of merger or exchange, and shall include a copy or a short description of the plan of merger or exchange.

Notice of all meetings shall be given to each eligible shareholder either by oral communication, by mailing a copy of the notice to an address designated by the shareholder or to the last known address of the shareholder, by handing a copy to the shareholder, or by any other delivery that conforms to law. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed. Notice shall be deemed received when it is given.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except when such shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at the meeting.

2.5 Record Date. The Board of Directors may fix, or authorize an officer to fix, a date not more than sixty (60) days before the date of a meeting of shareholders as the date for the determination of the holders of shares entitled to notice of and entitled to vote at any meeting. When a date is so fixed, only shareholders on that date are entitled to notice of and permitted to vote at that meeting of shareholders.

2.6 Quorum. The holders of a majority of the voting power of all shares of the corporation, present in person or represented by proxy, entitled to vote at a meeting shall constitute a quorum for the transaction of business at a meeting of the shareholders. Such a quorum is a prerequisite to the shareholders taking any action other than adjournment. In the absence of a quorum, the holders of a majority of the voting power, present in person or represented by proxy, may adjourn the meeting to a date, time, and place they shall announce at the time of adjournment. Any business that might have been transacted at the adjourned meeting had a quorum been present, may be transacted at the meeting held pursuant to such an adjournment, if a quorum is present at the meeting held pursuant to such an adjournment.

If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

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2.7 Voting and Proxies. At each meeting of the shareholders, every shareholder shall be entitled to one vote for each share of capital stock held by such shareholder, except as may be otherwise provided in the Articles of Incorporation or the terms of the share or as may be required to provide for cumulative voting (if not denied by the Articles of Incorporation).

A shareholder may vote in person or by proxy. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation at or before the meeting at which the appointment is to be effective. The appointment of a proxy shall be valid for no more than eleven (11) months, unless a longer period is expressly provided in the appointment. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that shareholder to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting.

The shareholders shall take action by the affirmative vote of the holders of a majority of the voting power of the shares present and entitled to vote, except when a different vote is required by law, the Articles of Incorporation, or these Bylaws.

2.8 Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon, unless a different effective time is provided in the written action.

2.9 Attendance at Shareholder Meetings. The authority of anyone other than shareholders, proxy holders, or persons invited by the Board of Directors to attend any meeting of the shareholders shall be determined by the sole discretion of the Board, or by the affirmative vote of the holders of a majority of the voting power of the shares present and entitled to vote. Any action taken by the shareholders at a meeting at which an unauthorized person is in attendance is not void or voidable.

ARTICLE 3. Directors

3.1 General Powers. Except as authorized by the shareholders pursuant to a shareholder control agreement or unanimous affirmative vote by the holders of shares entitled to vote for directors of the corporation, the business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The Board

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of Directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these Bylaws.

3.2 Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number which constituted the initial Board of Directors, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then holding office except upon compliance with the provisions of Section 3.8 of these Bylaws.

Each director shall be elected at a regular meeting of shareholders except as provided in Sections 3.6 and 3.7. Such a director shall hold office until the next regular meeting of shareholders and thereafter until a successor is duly elected and qualified. Directors shall be natural persons, but need not be shareholders.

3.3 Meetings. Meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the chief executive officer, by the acting chief executive officer in the absence of the chief executive officer or by any director.

3.4 Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases, notice of meetings shall be given to each member of the Board of Directors by the person or persons calling such meeting. Such notice shall contain the date, time, and place of the meeting and any other information required by law or desired by the person or persons calling such meeting. Notice of all such meetings shall be given not less than three (3) days before the date of the meeting.

Notice of all meetings shall be given to each director either by oral communication, by mailing a copy of the notice to an address designated by the director, by handing a copy to the director, or by any other delivery that conforms to law. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed. Notice shall be deemed received when it is given.

A director may waive notice of any meeting of the Board of Directors. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. Attendance by a director at a meeting is a waiver of notice of that meeting, except when such director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

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3.5 Quorum. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present at the meeting may adjourn the meeting from time to time until a quorum is present.

If a quorum is present when a duly called or held meeting is convened, the directors present at the meeting may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

3.6 Voting. The Board of Directors shall take action by the affirmative vote of the greater of (i) a majority of the directors present at any duly held meeting at the time the action is taken or (ii) a majority of the minimum proportion or number of directors that would constitute a quorum for the transaction of business at the meeting, except when a different vote is required by law, the Articles of Incorporation, or these Bylaws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the director is not present at the meeting, consent or objection to a proposal does not constitute presence for purposes of determining a quorum, but consent or objection shall be counted as a vote of a director present at the meeting in favor of or against the proposal and shall be entered in minutes or other record of action at the meeting, if the proposal acted upon at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

3.7 Vacancies and Newly Created Directorships. Any vacancy occurring on the Board of Directors resulting from the death, resignation, removal, or disqualification of a director, may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors may be less than a quorum. In addition, any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Each director elected by the Board of Directors to either fill a vacancy or a newly created directorship shall hold office until a qualified successor is elected by the shareholders at the next regular or special meeting of the shareholders.

3.8 Removal of Directors. Any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of the proportion or number of the voting power of the shares entitled to vote for the election of such director unless cumulative voting is permitted, in which case the affirmative vote required to remove a director shall be the larger number required by law. The shareholders may elect new directors at the same meeting at which directors are removed.

In addition, any director may be removed at any time, with or without cause, by the other members of the Board of Directors if (i) the director was appointed by the board to fill a vacancy; (ii) the shareholders have not elected directors in the interval between the time of the appointment and the time of removal; and (iii) a majority of the remaining directors present

6

affirmatively vote to remove the director, even though said remaining directors may be less than a quorum.

3.9 Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors which requires the approval of the shareholders, may be taken by written action signed by all of the directors then holding office. However, if the Articles of Incorporation authorize written action by less than all the directors and the action does not require shareholder approval, such action may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the Board of Directors at which all directors were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action. A director who does not sign or consent to the written action has no liability for the action or actions taken thereby. Such written action shall be effective when signed by the required number of directors, unless a different effective time is provided in the written action.

3.10 Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation may participate in a meeting of the Board by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other. Such participation in a meeting pursuant to this Section 3.10 shall constitute presence in person at such meeting. Meetings held pursuant to this Section 3.10, however, are still subject to the notice, quorum, and voting requirements as provided in Sections 3.4, 3.5 and 3.6.

3.11 Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons. Such committees shall have the authority of the Board of Directors in the management of the business of the corporation only to the extent provided in the resolution. Such committees, other than special litigation committees and committees formed pursuant to Minnesota Statutes Section 302A.673, subdivision 1(d), shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present at any duly held meeting. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee.

In other matters of procedure, the provisions of these Bylaws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors. This shall include, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

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3.12 Attendance at Director Meetings. The authority of anyone other than directors or persons invited by the Board of Directors to attend any meeting of the Board of Directors shall be determined by the sole discretion of the Board. Any action taken by the Board of Directors at a meeting at which an unauthorized person is in attendance is not void or voidable.

ARTICLE 4. Officers

4.1 Number and Qualification. The officers of the corporation shall consist of one or more natural persons elected or appointed by the Board of Directors exercising the functions of the offices, however designated, of chief executive officer and chief financial officer. The Board of Directors may also elect or appoint such other officers and assistant officers as it may deem necessary for the operation and management of the corporation. Except as provided in these Bylaws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may be, but need not be, directors of the corporation. Any number of offices may be held by the same person.

4.2 Term of Office. An officer shall hold office until a successor shall have been duly elected, unless prior thereto such officer shall have resigned or been removed from office as hereinafter provided.

4.3 Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the directors present. Any vacancy in an office of the corporation shall be filled by action of the Board of Directors.

4.4 Chief Executive Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the chief executive officer shall have general active management of the business of the corporation, in the absence of the Chairperson of the Board or if the office of Chairperson of the Board is vacant, shall preside at meetings of the shareholders and Board of Directors, shall see that all orders and resolutions of the Board of Directors are carried into effect, shall sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation, these Bylaws, or the Board of Directors to some other officer or agent of the corporation, may maintain records of and certify proceedings of the Board of Directors and shareholders, and shall perform such other duties as may from time to time be prescribed by the Board of Directors.

4.5 Chief Financial Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the chief financial officer shall keep accurate financial records for the corporation, shall deposit all moneys, drafts, and checks in the name of and to the credit of the corporation in such banks and depositories as the Board of Directors shall designate from time to time, shall endorse for deposit all notes, checks, and drafts received by the corporation as ordered by the Board of Directors, making proper vouchers therefore, shall disburse corporate funds and

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issue checks and drafts in the name of the corporation as ordered by the Board of Directors, shall render to the chief executive officer and the Board of Directors, whenever requested, an account of all such officer’s transactions as chief financial officer and of the financial condition of the corporation, and shall perform such other duties as may be prescribed by the Board of Directors or the chief executive officer from time to time.

4.6 Chairperson of the Board. The Board of Directors may elect a Chairperson of the Board who, if elected, shall preside at all meetings of the shareholders and of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

4.7 President. Unless otherwise determined by the Board of Directors, the President shall be the chief executive officer of the corporation. If an officer other than the President is designated chief executive officer, the President, if any, shall have such powers and perform such duties as the Board of Directors or the chief executive officer may prescribe from time to time.

4.8 Vice President(s). The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the Board of Directors or the chief executive officer may prescribe from time to time. In the absence of the President or in the event of the President’s death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

4.9 Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. The Secretary shall keep the stock books of the corporation, when so directed by the Board of Directors or other person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors, and shall also perform such other duties and have such other powers as the Board of Directors or the chief executive officer may prescribe from time to time.

4.10 Treasurer. Unless otherwise determined by the Board of Directors, the Treasurer shall be the chief financial officer of the corporation. If an officer other than the Treasurer is designated chief financial officer, the Treasurer, if any, shall have such powers and perform such duties as the Board of Directors or the chief executive officer may prescribe from time to time.

4.11 Delegation. Unless prohibited by a resolution approved by the affirmative vote of a majority of the directors present, an officer elected or appointed by the Board of Directors may, without the approval of the Board of Directors, delegate some or all of the duties and powers of such person’s office to other persons.

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ARTICLE 5. Certificates and Ownership of Shares

5.1 Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Minnesota, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors.

Such certificates shall be signed by the chief executive officer, by the chief financial officer, or, unless otherwise limited by resolution of the Board of Directors, by any other officer of the corporation. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such officer of the corporation may be a facsimile signature. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified.

If the Articles of Incorporation establish more than one class or series of shares or authorize the Board of Directors to establish classes or series of shares, all certificates representing such shares shall set forth on the face or back of the certificate or shall state that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class or series authorized to be issued, so far as they have been determined, and the authority of the Board of Directors to determine the relative rights and preferences of subsequent classes or series.

All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new certificate may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

5.2 Transfer of Shares. The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by such holder’s legal representative, who shall furnish proper evidence of authority to transfer, or by such holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

5.3 Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by

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the affirmative vote of a majority of directors then holding office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE 6. Contracts, Loans, Checks, and Deposits

6.1 Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

6.2 Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) whether or not any separate consideration has been paid or promised to the corporation, has been approved by (i) the affirmative vote of the holders of two-thirds of the voting power of the shares entitled to vote which are owned by persons other than the interested person or persons or (ii) the unanimous affirmative vote of the holders of all outstanding shares, whether or not entitled to vote.

6.3 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

6.4 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE 7. Miscellaneous.

7.1 Dividends. The Board of Directors from time to time may declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

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7.2 Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the corporation, for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation. The Board of Directors may modify or abolish any such reserve.

7.3 Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors.

7.4 Amendments. Except as limited by the Articles of Incorporation and subject to the power of the shareholders to amend or repeal these Bylaws, these Bylaws may be amended or repealed by the Board of Directors. After the adoption of the initial bylaws, the Board of Directors, however, shall not adopt, amend, or repeal any bylaw fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies on the Board of Directors or fixing the number of directors or their classifications, qualifications or terms of office, but may adopt or amend a bylaw to increase the number of directors.

7.5 Shareholder Agreements. In the event of any conflict or inconsistency between these Bylaws, or any amendment thereto, whenever adopted, and the terms of any shareholder control agreement as defined in Minnesota Statutes Section 302A.457 (or similar provision of future law), the terms of such shareholder control agreement shall control.

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* * * * *

CERTIFICATION

The undersigned, Secretary of REM Leadway, Inc., a Minnesota corporation, does hereby certify that the foregoing Amended and Restated Bylaws are the Bylaws adopted for the corporation by its shareholders and directors by unanimous written consent dated the 1st day of August, 2000.

/s/ Craig R. Miller

Craig R. Miller, Secretary

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EX-3.99

Exhibit 3.99

ARTICLES OF INCORPORATION

OF

REDWOOD FALLS PROPERTIES, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Minnesota Statutes Chapter 302A, does hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be Redwood Falls Properties, Inc.

ARTICLE II

The location and address of this corporation’s registered office in this state shall be 6921 York Ave. S., Edina, MN 55435.

ARTICLE II

The total authorized number of shares of this corporation is One Million (1,000,000) shares, all of which shall be shares of common stock of the par value of one cent ($.01) per share.

ARTICLE IV

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VI

The name and address of the incorporator of this corporation is:

Nancy G. Barber Walden

3400 City Center

Thirty Three South Sixth St.

Minneapolis, MN 55402

ARTICLE VII

The Board of Directors of this corporation shall consist of 3 director(s) or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation. A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Section 559 of the Minnesota Business Corporation Act (Minnesota Statutes, Chap. 302A) or; (iv) liability for any transaction from which the director derived an improper personal benefit.  If Chapter 302A, the Minnesota Business Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of

2

a director of the corporation in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VIII

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors were present.

IN WITNESS WHEREOF, the undersigned has set his hand this 23rd day of January, 1991.

/s/ Nancy G. Barber Walden

Incorporator

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STATE OF MINNESOTA	)
	) ss.
COUNTY OF Hennepin	)

The foregoing instrument was acknowledged before me this 23rd day of January, 1991, by Nancy G. Barber Walden.

	/s/ Renee S. Press
Notary Public,         County, MN
My Commission Expires:
RENEE S. PRESS
NOTARY PUBLIC—MINNESOTA
HENNEPIN COUNTY
My Commission Expires
Aug. 25, 1993

ARTICLES OF AMENDMENT OF THE

ARTICLES OF INCORPORATION OF

REDWOOD FALLS PROPERTIES, INC.

The undersigned, Thomas E. Miller, President, and Craig R. Miller, Secretary, of Redwood Falls Properties, Inc. pursuant to Minnesota Statues Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on August 8, 1995.

RESOLVED, that Article I of the Articles of Incorporation of this corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM Management, Inc.

/s/ Thomas E. Miller

Thomas E. Miller, President

/s/ Craig R. Miller

Craig R. Miller, Secretary

Subscribed and sworn to before me

this 8 day of Aug., 1995.

/s/ Tonyea K. Patterson

Notary Public

EX-3.100

Exhibit 3.100

BY-LAWS

OF

REDWOOD FALLS PROPERTIES, INC.

ARTICLE I

Offices

Section 1.Principal Executive Office.   The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota

Section 2.Registered Office.   The location and address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota.  The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3.Other Offices.   The corporation may have other offices at such places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meeting of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders holding not less than three percent (3%) of all voting shares of the corporation may call a regular meeting of shareholders by delivering to the President or Treasurer a written demand for a regular meeting. Within thirty (30) days after the receipt of such written demand by the President or Treasurer, the Board of Directors shall cause a regular meeting of shareholders to be

called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than three (3) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the

meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by

written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Minnesota, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings.  If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed

at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Oualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these

By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents.  The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe

Section 8.  Other Officers.  The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Minnesota, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the

Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans. Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of, the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks. Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*** *

The undersigned, Secretary of Redwood Falls Properties, Inc., a Minnesota corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 18th day of March, 1991.

	/s/ Craig R. Miller
Secretary

EX-3.101

Exhibit 3.101

ARTICLES OF INCORPORATION
OF
	[ILLEGIBLE]
REM-MARYLAND, INC.
* * * * *	09/26/97 at 10.13 a.m.

WE, THE UNDERSIGNED, Nancy Roetman Menzel, whose post-office address is 33 S, 6th, St., #3400 Minneapolis, MN 55402 and Nancy G. Barber Walden, whose post-office address is 33 S. 6th St., #3400 Minneapolis, MN 55402, each being at least eighteen years of age, do, under and by virtue of the General Laws of the State of Maryland authorizing the formation of corporations, associate ourselves as incorporators with the intention of forming a corporation.

FIRST:The name of the corporation is REM-Maryland, Inc.

SECOND:The purposes for which the corporation is formed are:

To engage in any or all lawful business for which corporations may be organized under the Maryland General Corporation Law.

THIRD:The post-office address of the principal office of the corporation in this State is c/o The Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202. The name of the resident agent of the corporation in this State is The Corporation Trust Incorporated, a corporation of this state, and the post-office address of the resident agent is 32 South Street, Baltimore, Maryland 21202.

FOURTH:The total number of shares of stock which the corporation shall have authority to issue is One Hundred Thousand (100,000) shares, all of one class, of the par value of One Dollars ($1.00) each and of the aggregate par value of One Hundred Thousand Dollars ($100,000.00).

1

FOURTH:The total number of shares of stock which the corporation shall have authority to issue is                        (           ) shares without par value, all of one class.

FOURTH:The total number of shares of stock which the corporation shall have authority to issue is                        (           ) shares divided into                        (           ) shares of                        stock of the par value of                        Dollars (           ) each and of the aggregate par value of                        Dollars (           ), and                        (           ) shares of                        stock without par value.

A description of each class of stock with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends qualifications and terms and conditions of redemption of each class is as follows:

FIFTH:The number of directors of the corporation shall be (3), which may be changed in accordance with the by-laws of the corporation. The names of the directors who shall act until the first annual meeting or until their successors are duly chosen and qualify are:

Thomas E. Miller
Craig R. Miller
Douglas V. Miller

SIXTH:The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the corporation and of the directors and stockholders:

The board of directors of the corporation is hereby empowered to authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, of securities convertible into shares of its stock of any class or classes, whether now or hereafter authorized.

No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or

2

receive any part of any new or additional issue of shares of stock of any class or of securities convertible into shares of stock of any class, whether now or hereafter authorized or whether issued for money, for a consideration other than money or by way of dividend.

Notwithstanding any provision of law requiring a greater proportion than a majority of the votes of all classes or of any class of stock entitled to be cast, to take or authorize any action, the corporation may take or authorize such action upon the concurrence of a majority of the aggregate number of the votes entitled to be cast thereon.

The corporation reserves the right from time to time to make any amendment of its charter, now or hereafter authorized by law, including any amendment which alters the contract rights, as expressly set forth in its charter, of any outstanding stock.

SEVENTH:The duration of the corporation shall be perpetual.

EIGHTH:See attached.

IN WITNESS WHEREOF, the undersigned incorporators of REM-Maryland, Inc. who executed the foregoing Articles of Incorporation hereby acknowledge the same to be their act and further acknowledge that, to the best of their knowledge the matters and facts set forth therein are true in all material respects under the penalties of perjury.

Dated the 24^th day of September 1997.

/s/ Nancy Roetman Menzel

(        )        Nancy Roetman Menzel

/s/ Nancy G. Barber Walden

(        )        Nancy G. Barber Walden

(        )

3

EIGHTH:The corporation shall indemnify its officers and directors by reason of service in their capacity as officers and directors unless it is established that: (a) the act or omission of the officer or director was material to the matter giving rise to the proceeding indemnified against, and (i) was committed in bad faith; or (ii) was the result of active and deliberate dishonesty; or (b) the director or officer actually received an improper personal benefit in money, property, or services; or (c) in the case of any criminal proceeding, the officer or director had reasonable cause to believe that the act or omission was unlawful.

CHANGE OF ADDRESS OF RESIDENT AGENT

The Corporation Trust Incorporated hereby submits the following for the purpose of changing the address of the resident agent for the business entities on the attached list:

1.The name of the resident agent is The Corporation Trust Incorporated.

2.The old address of the resident agent is:

32 South Street

Baltimore, Maryland 21202

3.The new address of the resident agent is:

300 East Lombard Street

Baltimore, Maryland 21202

4.Notice of the above changes are being sent to the business entities on the attached list.

5.The above changes are effective when this document is filed with the Department of Assessments and Taxation.

/s/ Kenneth J. Uva

Kenneth J. Uva

Assistant Secretary

STATE DEPARTMENT OF ASSESSMENTS
AND TAXATION

APPROVED FOR RECORD

11-17-91 at 8:30 a.m.

State of Maryland

I hereby certify that this is a true and complete copy of the 3 page document on file in this office. DATED: 10/18/04.

STATE DEPARTMENT OF ASSESMENTS AND TAXATION

By: /s/ [ILLEGIBLE], Custodian This stamp replaces our previous certification system. Effective: 6/95

CERTIFICATE

The Board of Directors of REM Maryland, Inc., a corporation organized in Maryland on 2/12/, 1998 duly approved a resolution as follows:

RESOLVED, that the resident agent and address of the resident agent of the corporation is hereby changed to:

Harriet Bessel

12835 Long Green Pike
Hydes, Maryland 21082

I, Douglas Miller, the Vice President, of REM-Maryland, Inc. certify under the penalties of perjury that to the best of my knowledge, information and belief, the foregoing resolution is true in all material respects.

/s/ Douglas Miller

I.D. NO# D4796157
ACKN. NO. — 166C3117869
REM-MARYLAND, INC.

02//23/98 AT 10:59 A.M.

STATE DEPARTMENT OF ASSESSMENTS
AND TAXATION

APPROVED FOR RECORD

2-23-98 at 10.59 a.m.

STATE OF MARYLAND

I hereby certify that this is a true and complete copy of the 2 page document on file in this office. DATED: 10/18/04

STATE DEPARTMENT OF ASSESSMENTS AND TAXATION

By: /s/ [ILLEGIBLE], Custodian This stamp replaces our previous certification system. Effective: 6/95

This Form is Used by Entity. The Fee is $10.00.

RESOLUTION TO CHANGE PRINCIPAL OFFICE OR RESIDENT AGENT

The directors/stockholders/general partner/authorized person of

REM–Maryland, Inc.

(Name of Entity)

organized under the laws of Maryland passed the following resolution:

(State)

[CHECK APPLICABLE BOX(ES)]

ý  The principal office is changed from: (old address)

12835 Long Green Pike

Hydes MD 21082-9540

to: (new address)

23 Arden Valley Court

Sparks Glencoe MD 21152-9438

ý  The address of the resident agent is changed from:

12835 Long Green Pike

Hydes MD 21082-9540

To:

23 Arden Valley Court

Sparks Glencoe MD 21152-9438

I certify under penalties of perjury the foregoing is true.

/s/ Craig R. Miller
	Secretary or Assistant Secretary
	General Partner
	Authorized Person

I hereby consent to my designation, in this document as resident agent for this entity.

	SIGNED	/s/ Harriet W. Bessel
Harriet W. Bessel.    Resident Agent

301 W. Preston Street, Room 801, Baltimore, MD 21201

STATE OF MARYLAND

I hereby certify that this is a true and complete copy of the page 2 document on file in this office. DATED: 10/18/04

STATE DEPARTMENT OF ASSESSMENTS AND TAXATION

By: /s/ [ILLEGIBLE], Custodian This stamp replaces our previous certification system. Effective: 6/95

ARTICLES OF AMENDMENT

(1)

(2)REM–Maryland. Inc. a Maryland corporation hereby certifies to the State Department of Assessments and Taxation of Maryland that:

(3)The charter of the corporation is hereby amended as follows:

Article I of the charter of the Corporation be amended to read as follows:

ARTICLE I

The name of this Corporation shall be REM Maryland, Inc. This Amendment to the charter shall be effective as of the 1st day of August,  2000.

This amendment of the charter of the corporation has been approved by

(4)The Directors and Shareholders

We the undersigned President and Secretary swear under penalties of perjury that the foregoing is a corporate act.

(5)	/s/ Craig R. Miller	(5)	/s/ Thomas Miller
	Secretary	President

(6)	REM, Inc.
	c/o Gray, Plant, Mooty, Mooty & Bennett, P.A.
	3400 City Center, 33 South Sixth St
	Minneapolis, MN 55402

STATE OF MARYLAND

I hereby certify that this is a true and complete copy of the 2 page document on file in this office. DATED: 10/18/04

STATE DEPARTMENT OF ASSESSMENTS AND TAXATION

By: /s/ [ILLEGIBLE], Custodian This stamp replaces our previous certification system. Effective: 6/95

This Form is Used by Entity. The Fee is $10.00.

RESOLUTION TO CHANGE PRINCIPAL OFFICE OR RESIDENT AGENT

The directors/stockholders/general partner/authorized person of            

REM Maryland, Inc.

(Name of Entity)

organized under the laws of Maryland, passed the following resolution:

(State)

[CHECK APPLICABLE BOX(ES)]

ý The principal office is changed from: (old address)

23 Arden Valley Court
Sparks, Maryland 21152

to:    (new address)

1016 Cromwell Bridge Road
Towson, Maryland 21286

ý The name and address of the resident agent is changed from:

Harriet Bessel – 23 Arden Valley Court

Sparks, MD 21152-9438

to:

Harriet Bessel – 1016 Cromwell Bridge Road

Towson, MD 21286

I certify under penalties of perjury the foregoing is true.

CUST ID: 0000844549	/s/ Craig R. Miller
WORK ORDER: 0000571823	Secretary or Assistant Secretary
DATE: 03-28-2002 07:56 AM	General Partner
AMT. PAID: $10.00	Authorized Person

I hereby consent to my designation in this document as resident agent for this entity.

SIGNED	/s/ Harriet Bessel
Resident Agent

Mail to: State Department of Assessments & Taxation, 301 W. Preston St., Room 801, Baltimore, MD 21201

STATE OF MARYLAND

I hereby certify that this is a true and complete copy of the 2 page document on file in this office. DATED: 10/18/04

STATE DEPARTMENT OF ASSESSMENTS AND TAXATION

BY: /s/ [ILLEGIBLE], Custodian This stamp replaces our previous certification system.  Effective: 6/95

RESOLUTION TO CHANGE PRINCIPAL OFFICE OR RESIDENT AGENT

The directors/stockholders/general partner/authorized person of

REM Maryland, Inc.

(Name of Entity)

organized under the laws of Maryland, passed the following resolution:

(State)

[CHECK APPLICABLE BOX(ES)]

o  The principal office is changed from: (old address)

to:  (new address)

ý  The name and address of the resident agent is changed from:

Harriet Bessel

1016 Cromwell Bridge Road

to:

Edward Matricardi

1016 Cromwell Bridge Road, Baltimore, MD   21286

I certify under penalties of perjury the foregoing is true.

/s/ Edward Matricardi

Secretary or Assistant Secretary

General Partner

Authorized Person

I hereby consent to my designation in this document as resident agent for this entity.

SIGNED	/s/ Edward Matricardi
Resident Agent

Mail to: State Department of Assessments & Taxation, 301 W. Preston St., Room 801, Baltimore, MD 21201

STATE OF MARYLAND

I hereby certify that this is a true and complete copy of the 2 page document on file in this office. DATED: 10/18/04

STATE DEPARTMENT OF ASSESSMENTS AND TAXATION

BY: /s/ [ILLEGIBLE], Custodian This stamp replaces our previous certification system.  Effective: 6/95

EX-3.102

Exhibit 3.102

BY-LAWS

OF

REM-MARYLAND, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Baltimore, County of Baltimore, Maryland.

Section 2. Registered Office. The location and address of the registered office of the corporation is c/o The Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Maryland as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Maryland be designated by the Board of Directors in the notice of meeting.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation shall be held on an annual basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called

by the Secretary at the request of shareholders holding not less than twenty-five percent (25%) of the voting shares of the corporation by delivering to the Secretary a written demand for a special meeting, which demand shall contain the purposes of the meeting. Unless requested by shareholders entitled to cast a majority of all the votes entitled to be cast at the meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any special meeting of the shareholders held during the preceding 12 months.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting held within 120 days after the original record date for the adjourned meeting, and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than ninety (90) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by mailing a copy thereof to such shareholder at his/her residence or place of business, or at an address he/she has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than ninety (90) days prior to any such intended action or meeting, and in the case of a shareholders meeting, in no event less than ten (10) days before the date of the meeting. In no event shall the transfer books be closed for a period longer than 20 days. If a record date is not set and the stock transfer books are not closed, (i) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders is the later of: (a) the close of business on the day on which notice of the meeting is mailed; or (b) the 30th day before

the meeting; and (ii) the record date for determining shareholders entitled to receive payment of a dividend or an allotment of any rights is the close of business on the day on which the resolution of the Board of Directors declaring the dividend or allotment of rights is adopted. But the payment or allotment may not be made more than sixty (60) days after the date on which the resolution is adopted.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic (facsimile) transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Charter, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. Notwithstanding the foregoing, the number of directors shall be not less than three unless there are less than three shareholders, in which event the number of directors shall be not less than the number of shareholders. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Charter, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, annual meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Maryland, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Charter, or these By-Laws. A director who is present at a meeting of the Board of Directors at which any action on any corporate matter is taken, is presumed to have consented to the action taken unless: (i) he/she announces his/her dissent at the meeting and (ii) (a) his/her dissent is entered in the minutes of the meeting; or (b) he/she files a written dissent to the action with the secretary of the meeting before the meeting is adjourned; or he/she forwards a written dissent within 24 hours after the meeting is adjourned, by certified mail, return receipt requested, bearing a postmark from the United States Postal Services to the Secretary of the meeting or the Secretary of the corporation. The right to dissent does not apply to a director who: (i) voted in favor of the action; or (ii) failed to make his/her dissent known at the meeting. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum (unless such vacancy results from the removal of a director, in which event such vacancy shall be filled by the shareholders). Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of

the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution, except as restricted by law. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members shall be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these

By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person, except the offices of President and Vice President. If a person holds more than I office in the corporation, such person may not act in more than one capacity to execute, acknowledge or verify an instrument required by law to be executed, acknowledged or verified by more than one officer.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate

financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Maryland, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, or the Chairman of the board, and countersigned by the Secretary, or an Assistant Secretary, or the Treasurer, or an Assistant Treasurer. Any such signature may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe. The original or a duplicate of the stock transfer books may be kept at such office within or without the State of Maryland as the corporation shall from time to time maintain and designate for that purpose.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the

Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or is an advance against indemnification in accordance with law.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for

equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Charter, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

The undersigned, Secretary of REM-Maryland, Inc., a Maryland corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 9 day of October, 1997.

/s/ Craig R. Miller

Secretary

EX-3.103

Exhibit 3.103

ARTICLES OF INCORPORATION

OF

REM COMMUNITY SERVICES, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Minnesota Statutes Chapter 302A, does hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM Community Services, Inc.

ARTICLE II

The location and address of this corporation’s registered office in this state shall be 6921 York Avenue South, Edina, MN 55435.

ARTICLE III

The total authorized number of shares of this corporation is One Million (1,000,000) shares, all of which shall be shares of common stock of the par value of one cent ($.01) per share.

ARTICLE IV

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VI

The name and address of the incorporator of this corporation is:

Nancy G. Barber Walden
3400 City Center
Thirty Three South Sixth St.
Minneapolis, MN 55402

ARTICLE VII

The Board of Directors of this corporation shall consist of 3 director(s) or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation.  A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper repurchase of the corporation’s stock under Section 559 of the Minnesota Business Corporation Act (Minnesota Statutes, Chap. 302A) or; (iv) liability for any transaction from which the director derived an improper personal benefit.  If Chapter 302A, the Minnesota Business Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VII

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors were present.

2

IN WITNESS WHEREOF, the undersigned has set her hand this 14 day of May, 1997.

		/s/ Nancy G. Barber Walden
		Incorporator
STATE OF MINNESOTA	)
	) ss.
COUNTY OF Hennepin	)

The foregoing instrument was acknowledged before me this 14^th day of May, 1997, by Nancy G. Barber Walden.

/s/ Karen M. Fernjack

Notary Public,  Hennepin County, MN

My Commission Expires: January 31st, 2000

3

ARTICLES OF AMENDMENT

OF ARTICLES OF INCORPORATION

OF REM COMMUNITY SERVICES, INC.

The undersigned, Thomas E. Miller, President, and Craig R. Miller, Secretary of REM Community Services, Inc., a Minnesota corporation, pursuant to Minnesota Statutes Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on April 17, 1998.

RESOLVED, That Article I of the Articles of Incorporation of this corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM Minnesota Community Services, Inc.

FURTHER RESOLVED, that Thomas E. Miller, the President of this corporation, and Craig R. Miller, the Secretary of this corporation, be, and hereby are, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution(s) and to cause such Articles of Amendment to be filed with the office of the Secretary of State of the State of Minnesota.

	/s/ Thomas E. Miller
	Thomas E. Miller, President
	/s/ Craig R. Miller
	Craig R. Miller, Secretary
Subscribed and sworn to before me this
17th day of April, 1998
/s/ Janelle Esgar

EX-3.104

Exhibit 3.104

BY-LAWS

OF

REM COMMUNITY SERVICES, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders holding not less than three percent (3%) of all voting shares of the corporation may call a regular meeting of shareholders by delivering to the President or Treasurer a written demand for a regular meeting. Within thirty (30) days after the receipt of such written demand by the President

or Treasurer, the Board of Directors shall cause a regular meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or  purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than three (3) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given

orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Minnesota, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons. calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be

held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such

vacancy not so filled may be filled by the directors as provided in Section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a

Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such

other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Minnesota, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the

transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By­Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

The undersigned, Secretary of REM Community Services, Inc., a Minnesota corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 30 day of May, 1997.

/s/ Craig R. Miller

Secretary 

EX-3.105

Exhibit 3.105

ARTICLES OF INCORPORATION

OF

REM-NORTH METRO, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Minnesota Statutes Chapter 302A, does hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM-North Metro, Inc.

ARTICLE II

The location and address of this corporation’s registered office in this state shall be 6921 York Ave. S., Edina, MN 55435.

ARTICLE III

The total authorized number of shares of this corporation is One Million (1,000,000) shares, all of which shall be shares of common stock of the par value of one cent ($.01) per share.

ARTICLE IV

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VI

The name and address of the incorporator of this corporation is:

Nancy G. Barber Walden
3400 City Center
Thirty Three South Sixth St.
Minneapolis, MN 55402

ARTICLE VII

The Board of Directors of this corporation shall consist of 3 director(s) or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation. A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Section 559 of the Minnesota Business Corporation Act (Minnesota Statutes, Chap. 302A) or; (iv) liability for any transaction from which the director derived an improper personal benefit. If Chapter 302A, the Minnesota Business Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of

2

a director of the corporation in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VIII

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at meeting at which all directors were present.

IN WITNESS WHEREOF, the undersigned has set his hand this 4 day of December, 1990.

/s/ Nancy G. Barber Walden

Incorporator

3

STATE OF MINNESOTA	)
	) ss.
COUNTY OF Hennepin	)

The foregoing instrument was acknowledged before me this 4th day of December, 1990, by Nancy G. Barber Walden.

/s/ Renee S. Press
Notary Public,	County, MN
My Commission Expires:

4

ARTICLES OF AMENDMENT

OF ARTICLES OF INCORPORATION

OF REM-NORTH METRO, INC.

The undersigned, Thomas E. Miller, President and Craig R. Miller, Secretary of REM-North Metro, Inc., a Minnesota corporation, pursuant to Minnesota Statues Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on 7-6, 1992.

RESOLVED, That Article I of the Articles of Incorporation of this corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM-Minnesota, Inc.

	/s/ Thomas E. Miller
	Thomas E. Miller, President
	/s/ Craig R. Miller
	Craig R. Miller, Secretary
Subscribed and sworn to before me
this 6 day of July, 1992.
/s/ Tina M. Chapman

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

REM-MINNESOTA, INC.

I, the undersigned, as Vice President of REM-Minnesota, Inc., a Minnesota corporation, do hereby certify that the shareholders of the corporation have unanimously resolved to amend the Articles of Incorporation in accordance with the following resolution(s):

RESOLVED, That Article I of the Articles of Incorporation of this corporation be amended as follows:

ARTICLE I

The name of this corporation shall be REM Minnesota, Inc.

FURTHER RESOLVED, That Douglas V. Miller, the Vice President of this corporation, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution(s) and to cause such Articles of Amendment to be filed with the office of the Secretary of State of the State of Minnesota.

I FURTHER CERTIFY that the foregoing amendment has been adopted pursuant to chapter 302A, Minnesota Statues.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 23^rd day December, 1999.

 /s/ Douglas V. Miller

EX-3.106

Exhibit 3.106

BY-LAWS

OF

REM-NORTH METRO, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders holding not less than three percent (3%) of all voting shares of the corporation may call a regular meeting of shareholders by delivering to the President or Treasurer a written demand for a regular meeting. Within thirty (30) days after the receipt of such written demand by the President or Treasurer, the Board of Directors shall cause a regular meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of written

demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting ­not less than three (3) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the

meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director  shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Minnesota, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings.  If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided

in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this

Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions off these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Oualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such

other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents.  The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8.  Other Officers.  The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Minnesota, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of  the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of, the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*** *

The undersigned, Secretary of REM-North Metro, Inc., a Minnesota corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 11 day of February, 1991

/s/ Craig R. Miller

Secretary

EX-3.107

Exhibit 3.107

FILED			Filing fee:
IN THE OFFICE OF THE	Articles of Incorporation		Receipt #:
SECRETARY OF STATE OF THE	(PURSUANT TO NRS 78)	Receipt No.	FY9800007465
STATE OF NEVADA	STATE OF NEVADA	CT CORP
		08/05/1997	50.00
AUG 05 1997	[SEAL]	REC'D BY SH
	Secretary of State	Receipt No.	FY9800007463
[SEAL]

IMPORTANT: Read instructions on reverse side before completing this form.

No.                      

TYPE OR PRINT (BLACK INK ONLY)

08/05/1997	125.00
REC’D BY SH

1.

NAME OF CORPORATION:  REM-Nevada, Inc.

2.

RESIDENT AGENT:  (designated resident agent and his STREET ADDRESS in Nevada where process may be served)

Name of Resident Agent:  The Corporation Trust Company of Nevada

Street Address:

One

East First Street,

Reno, Nevada

89501

Street No.

Street Name

City

Zip

3.

SHARES:  (number of shares the corporation is authorized to issue)

Number of shares with par value: 25,000   Par Value: $1.00   Number of shares without par value: none

4.

GOVERNING BOARD: Shall be styled as (check one): ý Directors o Trustees

The FIRST BOARD OF DIRECTORS shall consist of 3 members and the names and addresses are as follows (attach additional pages if necessary):

(see attached)

Name

Address

City/State/Zip

Name

Address

City/State/Zip

5.

PURPOSE (optional - see reverse side): The purpose of the corporation shall be:

To engage in any lawful activity permitted under the laws of the State of Nevada

6.

OTHER MATTERS: This form includes the minimal statutory requirements to incorporate under NRS 78. You may attach additional information pursuant to NRS 78.037 or any other information you deem appropriate.  If any of the additional information is contradictory to this form it cannot be filed and will be returned to you for correction.  Number of pages attached 1.

7.

SIGNATURES OF INCORPORATORS:  The names and addresses of each of the incorporators signing the articles: (signature must be notarized) (Attach additional pages if there are more than two incorporators.)

C. Steven Wilson

Nancy G. Barber Walden

Name (print)

Name (print)

33 S. 6th Street, #3400, Minneapolis, MN 55402

33 S. 6th Street, #3400, Minneapolis, MN 55402

Address

City/State/Zip

Address

City/State/Zip

/s/ C. Steven Wilson

/s/ Nancy G. Barber Walden

Signature

Signature

State of Minnesota County of Hennepin

State of Minnesota County of Hennepin

This instrument was acknowledged before me on

This instrument was acknowledged before me on

August 4, 1997, by

August 4, 1997, by

C. Steven Wilson

Nancy G. Barber Walden

Name of Person

Name of Person

as incorporator

as incorporator

of REM-Nevada, Inc.

of REM-Nevada, Inc.

(name of party on behalf of whom instrument was executed)

(name of party on behalf of whom instrument was executed)

/s/ Karen M. Fernjack

/s/ Karen M. Fernjack

Notary Public Signature

Notary Public Signature

[SEAL]

[SEAL]

8.

CERTIFICATE OF [ILLEGIBLE] OF RESIDENT AGENT

The Corporation Trust Company of Nevada

hereby accepts appointment as Resident Agent for the above named corporation.

The Corporation Trust Company of Nevada By:

/s/

8-4-97

Signature of Resident Agent        (Assistant Secretary)

Date

[ILLEGIBLE]

4.GOVERNING BOARD: Names and Addresses of First Board of Directors

Thomas E. Miller

6921 York Avenue South

Edina, Minnesota 55435

Craig R. Miller

6921 York Avenue South

Edina, Minnesota 55435

Douglas V. Miller

6921 York Avenue South

Edina, Minnesota 55435

6.A director or officer of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director or officer, except for (i) liability for acts or omissions which involve intentional misconduct, fraud, or knowing violation of law; or (ii) liability based on the payment of a distribution in violation of Section 78.300 of the General Corporation Law of Nevada Statutes, Title 7, Chap. 78.  If Chapter 78, the General Corporation Law of Nevada hereafter is amended to authorize the further elimination or limitation of the liability of directors of officers, then the liability of a director or officer of the corporation in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 78, the General Corporation Law of Nevada.  Any repeal or modification of this Section by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of officer of the corporation existing at the time of such repeal or modification.

	DEAN HELLER	Certificate of	Office Use Only:
[SEAL]	Secretary of State	Amendment
		(PURSUANT TO NRS 78.385 and	FILED # C16869-97
	101 North Carson Street, Suite 3	78.390)	AUG 04 2000
	Carson City, Nevada 89701-4786		[SEAL]
	(775) 684 5708
	Important: Read attached instructions before completing form.

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
- -Remit in Duplicate-

1. Name of corporation: REM-Nevada, Inc.

2. The articles have been amended as follows (provide article numbers, if available):

Article I

The name of this Corporation shall be REM Nevada, Inc.

This Amendment shall be effective as of the 1st day of August, 2000

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 100 for/0 against.*

4. Signatures (Required):

/s/ Douglas V. Miller		/s/ Craig R. Miller
President or Vice President	and	Secretary or Asst. Secretary

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.

Nevada Secretary of State

Form 78.385 PROFIT

AMENDMENT 1999.01

Revised on: 03/07/00

EX-3.108

Exhibit 3.108

BY-LAWS

OF

REM-NEVADA, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation in Nevada is One East First Street, Reno, Nevada 89501. The Company may have registered offices in other jurisdictions as approved by the Board of Directors. Any registered office may be changed from time to time by the Board of Directors or as otherwise permitted by law.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Nevada as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Nevada be designated by the Board of Directors in the notice of meeting.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling

the meeting and designated in the notice of meeting. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given in writing or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the

meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than six (6) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws­

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by the shareholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then such proportion of written consents is required. Such written action shall be effective when signed by the shareholders holding such majority of the voting power (or other proportion required) or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors; provided, however, that the minimum number of directors shall be one (1) and the maximum number of directors shall be five (5). In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at an annual meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, annual meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Nevada, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to

transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding two-thirds (2/3) of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors, provided, however, that each committee shall have at least one director as a member, and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a

meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect and shall sign and deliver in the name of the corporation any deeds,

mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation, these By-Laws, or the Board of Directors to some other officer or agent of the corporation. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Nevada, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder,

shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their

absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By­Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

The undersigned, Secretary of REM-Nevada, Inc., a Nevada corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 15 day of September, 1997.

/s/ Craig R. Miller

Secretary 

EX-3.109

Exhibit 3.109

	New Jersey Department of State	FILED
	Division of Commercial Recording	C-100 Rev. 7/92
	Certificate of Incorporation, Profit
[SEAL]	(Title 14A:2-7 New Jersey Business Corporation Act	MAR 22 1996
	For Use by Domestic Profit Corporations)
		LONNA R. HOOKS
		Secretary of State

This is to Certify that, there is hereby organized a corporation under and by virtue of the above noted statute of the New Jersey Statutes.

1.     Name of Corporation: REM-New Jersey, Inc.

2.The purpose for which this corporation is organized is (are) to engage in any activity within the purposes for which corporations may be organized under NJSA 14A 1-1 et. Seq:

3.Registered Agent: THE CORPORATION TRUST COMPANY

4.Registered Office:        820 Bear Tavern Road

West Trenton, NJ 08628

5.The aggregate number of shares which the corporation shall have authority to issue is: 1,000,000

6.If applicable, set forth the designation of each class and series of shares, the number in each, and a statement of the relative rights, preferences, and limitations.

7.If applicable, set forth a statement of any authority vested in the board to divide the shares into classes or series or both and to determine or change their designation number, relative rights, preferences and limitations.

8.The first Board of Directors shall consist of 3 Directors (minimum of one).

Name	Street Address	City	State	Zip
Thomas E. Miller	6921 York Ave. So.	Edina	MN	55435
Craig R. Miller	6921 York Ave. So.	Edina	MN	55435
Douglas V. Miller	6921 York Ave. So.	Edina	MN	55435

9.Name and Address of Incorporator(s):

Name	Street Address	City	State	Zip
Thomas A. Berreman	33 South 6th St. Suite 3400	Minneapolis	MN	55402

10.The duration of the corporation is: perpetual

11.Other provisions: See attached

12.Effective Date (Not to exceed 90 days from date of filing):

In Witness whereof, each individual incorporator being over eighteen years of age has signed this certificate, or if the Incorporator is a corporation has caused this Certificate to be signed by its duly authorized officers this 20th day of March 1996.

Signature:	/s/ Thomas A. Berreman	Signature:
Signature:		Signature:
(N. J. – 1995 – 5/24/94)

11.a.Shareholders shall have no rights of cumulative voting.

11.b.Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

11.c.A director or officer shall not be personally liable to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders. The foregoing shall not relieve a director or officer from liability for any breach of duty based on an act or omission (a) in breach of such person’s duty of loyalty to the corporation or its shareholders, (b) not in good faith or involving a knowing violation of law, or (c) resulting in receipt by such person of an improper personal benefit. As used herein, an act or omission in breach of a person’s duty of loyalty means an act or omission which that person knows or believes to be contrary to the best interests of the corporation or its shareholders in connection with a matter in which he has a material conflict of interest.

C-102A Rev 12/93		FILED
		JUL 20 2000
	New Jersey Department of the Treasury	State Treasurer
	Division of Revenue	Roland Machold
	Certificate of Amendment to the
	Certificate of Incorporation
	(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2 (4) and Section 14A:9-4 (3), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is: REM-New Jersey, Inc.

2. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the corporation on the 24th day of May xx2000

Resolved, that Article I of the Certificate of Incorporation be amended to read as follows:

The name of this Corporation shall be REM New Jersey, Inc.

3. The number of shares outstanding at the time of the adoption of the amendment was:

The total number of shares entitled to vote thereon was:   100

(4) If the shares of any class or series of shares are entitled to vote thereon as a class, set forth below the designation and number of outstanding shares entitled to vote thereon of each such class or series. (Omit if not applicable.)

4. The number of shares voting for and against such amendment is as follows: (If the shares of any class or series are entitled to vote as a class, set forth the number of shares of each such class and series voting for and against the amendment, respectively).

Number of Shares Voting for Amendment	Number of Shares Voting Against Amendment
100	0

(5) If the amendment provides for an exchange, reclassification or cancellation of issued shares, set forth a statement of the manner in which the name shall be affected. (Omit if not applicable.)

6. Other provisions: (Omit if not applicable).

This Amendment to the Certificate of the Incorporation of the Corporation shall be effective August 1, 2000.

BY:	/s/ Craig R. Miller V.P.
(Signature)

Dated this 12^th day of July, 2000

May be executed by the Chairman of the Board, or the President, or a Vice President of the Corporation.

EX-3.110

Exhibit 3.110

BY-LAWS

OF

REM-NEW JERSEY, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is The Corporation Trust Company, 820 Bear Cavern Road, West Trenton, New Jersey 08628. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of New Jersey as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a period of thirteen (13) months, any shareholder may call a regular meeting of shareholders by delivering to the President or Treasurer a written demand for a regular meeting. Within thirty (30) days after the receipt of such written demand by the President or Treasurer, the Board of Directors shall cause a regular meeting of shareholders to be

called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting (any such adjourned meeting to be held within thirty days of adjournment) and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication (only if reasonable under the circumstances), by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or

convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Minnesota, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases two (2) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be

held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors: Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may

be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of New Jersey, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder,

shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their

absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

The undersigned, Secretary of REM-New Jersey, Inc., a New Jersey corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 10 day of April, 1996.

/s/ Craig R. Miller

Secretary 

EX-3.111

Exhibit 3.111

Corporation for Profit

SUBMIT DUPLICATE ORIGINALS

ARTICLES OF INCORPORATION

OF

REM-North Dakota, Inc.

We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation under the North Dakota Business Corporation Act, adopt the following Articles of Incorporation for such corporation:

Article 1. The name of said corporation shall be: REM-North Dakota, Inc.

(Shall contain the word “corporation”, “company”, “incorporated”

or “limited”, or shall contain an abbreviation of one such words)

Article 2. The period of its duration is: Perpetual

(“Perpetual unless limited”)

Article 3. The purposes for which the corporation is organized are:

General business purposes, including the transaction of any or all lawful business for which corporations may be incorporated under the laws of the State of North Dakota and laws amendatory thereof and supplemental thereto.

[SEAL]

[SEAL]

Article 4. The aggregate number of shares which the corporation shall have authority to issue is:

250 shares of common stock, all without a par value

(If shares consist of one class only, insert statement of par value of shares, or that all are without par value. If shares are

divided into classes, insert number of shares of each class)

Total authorized capitalization is: $1000.00.

Article 5. The corporation will not commence business until at least one thousand dollars has been received by it as consideration for the issuance of shares.

Article 6. Provisions limiting or denying to shareholders the preemptive right to acquire additional or treasury shares of the corporation are Shareholders shall not be entitled as a matter of*

(If preemptive rights are not to be limited or desired, insert the word “none”)

Article 7. Provisions for the regulation of the internal affairs of the corporation are: None

(If no provisions for the regulation of the internal affairs of the corporation are set forth, insert the word “none”)

Article 8. The address of the initial registered office of the corporation is: 314 East Thayer Avenue

(Street Address and City)

c/o C T Corporation System, Bismarck, North Dakota 58501

and the name of its initial registered agent at such address is:

C T Corporation System

Article 9. The number of directors constituting the initial board of directors of the corporation is

Three

(State definite number–not less than 3 nor more than 15)

and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

Name	Street Address	City	State
Thomas E. Miller	6921 York Ave. So.	Edina	MN
Craig R. Miller	6921 York Ave. So.	Edina	MN
Douglas V. Miller	6921 York Ave. So.	Edina	MN

* right, preemptive or otherwise, to subscribe or apply for or purchase or receive any part of any unissued stock or other securities of this corporation, or of any stock or other securities issued and thereafter acquired by this corporation.

Article 10. The name and address of each incorporator is:

(Not less than three)

Name	Street Address	City	State
Melvin R. Mooty	109 7th Street So.,	Mpls.	MN
James R. Lance	109 7th Street So.,	Mpls.	MN
Nancy Barber Walden	109 7th Street So.,	Mpls.	MN

We, the above named incorporators, being first duly sworn, say that we each have read the foregoing application and know the contents thereof, and verily believe the statements made therein to be true.

/s/ Melvin R. Mooty

/s/ Nancy Barber Walden

/s/ James R. Lance

Dated October 28 1982.

Subscribed and sworn to before me this 28^th day of October 1982.

NOTARIAL SEAL	/s/ Nancy Sandahl
		Notary Public
[SEAL]	State of Minnesota
	My Commission Expires Feb 3, 1989

Certificate No. 135436

Filing Date  Nov. 19 1982

/s/ Ben Meier

(Secretary of State)

(By Deputy)

Fees:
$25,000 capitalization or less	$	25.00
$25,000 to $50,000 capitalization - an additional	25.00
For each $10,000 or fraction thereof over $50,000 capitalization	5.00
Filing fee in addition to above fees	16.00
TOTAL FEES:	$

“Buy North Dakota Products”

Filing Fee - $10.00

RECEIVED	ID No.	2,456,500 BC
JUN 29 1995	File No.	20,806
SEC. OF STATE	Filed:	6/30/95	By	/s/

STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT, OR BOTH

To the Secretary of State

State of North Dakota

Pursuant to the provisions of Sections 10-19.1-16 or 10-22-09 of the North Dakota Business Corporation Act, or 10-24-09 or 10-27-09 of the North Dakota Nonprofit Corporation Act, or Sections 10-32-13 or 10-32-141 of the North Dakota Limited Liability Company Act, the undersigned corporation or limited liability company, organized under the laws of the State of North Dakota or authorized to do business in the State of North Dakota, submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the State of North Dakota:

1.	The name of the corporation or limited liability company is:
	REM-NORTH DAKOTA, INC.
2.	The present address of record of the registered office is:
	314 E THAYER AVE PO BOX 400 BISMARCK ND, 58502
3.	The address of the new registered office is:
	808- 3rd Avenue South, #304, Fargo, ND 58103
	(Complete street or rural address, city, state and zip code is required. A po box number may be added.)
	Does this address also serve as the principal place of business? Yes  o       No  ý
4.	The present name of record as registered agent:
	C T CORPORATION SYSTEM
5.	The name of successor registered agent is:
	Carol Vellek
6.	The address of its registered office and the address of the business office of its registered agent as changed will be identical.
7.	Such change was authorized by resolution duly adopted by its board of directors.

The undersigned has read the foregoing and knows the contents thereof and verily believes the statements made therein to be true.

Dated: June 6, 1995
	/s/ Craig R. Miller
	(Signature and Title)

[SEAL]		REGISTERED AGENT				FOR OFFICE USE ONLY
		CONSENT TO SERVE	RECEIVED			ID # 2456500
		SECRETARY OF STATE	JUN 2 9 1995			WO # 402549
		SFN 7974 (3-95)	SEC. OF STATE			Approved By
						Filed 6/30/95	By
SEE REVERSE SIDE FOR FILING AND MAILING INSTRUCTIONS
1.FILING FEE:  $10.00
2.Name of the Corporation, Limited Liability Company, or Limited Liability Partnership for Which the Registered Agent is to Serve REM-North Dakota, Inc.
3.A.Name of the Registered Agent Carol Vellek
B.Registered Agent is (Check One) ýAn Individual North Dakota Resident oA Corporation oA Limited Liability Company oA Limited Liability Partnership				C.Social Security/Federal ID # of Registered Agent ###-##-####
4.The designated registered agent hereby consents to act in that capacity for the above named corporation, limited liability company, or limited liability partnership until removed or resignation is submitted in accordance with North Dakota statutes.
	/s/ Carol Vellek				6-6-95
	Signature of Registered Agent				Date

[SEAL]		REGISTERED AGENT/OFFICE								FOR OFFICE USE ONLY
		STATEMENT OF CHANGE		RECEIVED			RECEIVED			ID # 2,456,500 BC
		SECRETARY OF STATE		AUG 2 8 1998			SEP 1 4 1998			File # 20,806
		SFN 13019 (5-98)		SEC. OF STATE			SEC. OF STATE			WD # 649049
										Filed 9-15-98	By:
SEE REVERSE SIDE FOR FEES, FILING AND MAILING INSTRUCTIONS
1.FILING FEE:			$20.00 if changing the registered agent
FILING FEE:			$10.00 if changing the address of the registered agent
NO FEE:			A fee is not required to add or change a post office box or when an address change is the result of rezoning or postal reassignment
TYPE OR PRINT LEGIBLY
2.Name of the organization (corporation, limited liability company, limited liability partnership; or real estate investment trust REM-NORTH DAKOTA, INC.									3.Federal ID #
4.Registered agent and address of registered agent currently on record with the North Dakota Secretary of State CAROL VELLEK 808 3RD AVE S STE 304 FARGO ND 58103-1865
5.Name of the new registered agent, (or new name of current registered agent) Brenda Niess
6.New address of the registered agent (New address must be agent’s physical address, post office box if applicable, city and state, zip + 4 digit extension).  The agent’s address cannot only be a post office box number. 624 31 ave. SW Minot, ND 58701
7.Change of address is (check one) (see instruction 6 on reverse) ýResult of relocation, or appointment of new registered agent and address oResult of rezoning or postal reassignment					8.Does this address also serve as the principal place of business ý Yeso No
9.The appointment of a new registered agent can only be authorized by resolution of the governing board.  However, the current registered agent named in number 4 is authorized to change its address or its name (see instructions). Indicate below how the changes in number 5 and/or 6 were authorized. (check one) o a)By resolution duly adopted by the board of directors, the board of governors, the limited liability partnership, or real estate investment trust, OR ý b)By the registered agent whose name or business address has changed. The registered agent has mailed a copy of this statement to the organization.
10.If number 9(a) is checked, this statement may be signed by an officer, a manager, a partner, or an individual authorized by the organization.  If number 9(b) is checked, this statement may be signed by the current registered agent named in number 4.
*As required by state law, I certify that the address of the registered office and the address of the registered agent’s business office, as listed in number 6 above, is identical.  I also certify the box checked in number 9 is authorized as noted.  I also certify that I am authorized to sign the registered agent/office change and I know the information is correct.
	/s/ Carol Vellek							/  9-11-98
	Original signature							Date
CONSENT OF NEWLY APPOINTED REGISTERED AGENT (Complete only if # 5 above is completed)
11.The new registered agent is (check one) ýA North Dakota resident oA corporation oA limited liability company oA limited liability partnership						12.Social Security or Federal ID # of registered agent ###-##-####
13.An individual appointed as registered agent must sign a consent to serve in that capacity. When a corporation, a limited liability company, or limited liability partnership is named as registered agent, an officer or someone authorized by the organization may sign on behalf of the corporation, limited liability company, or limited liability partnership. “The undersigned, as the newly appointed registered agent, agrees to act as the registered agent for this organization until a change, or resignation, is submitted to the Secretary of State under the provisions of North Dakota law.”
	/s/ Brenda J. Niess							/  8/18/98
	Original Signature of registered agent named in number 5							Date

[SEAL]

BUSINESS / FARM /

RECEIVED

FOR OFFICE USE ONLY

PROFESSIONAL CORPORATION

JUL 20 2000

ID# 2,456,500

ARTICLES OF AMENDMENT

SEC OF STATE

File# 20806 BC

SECRETARY OF STATE

WO# 796555

SFN 13008 (4-00)

Filed: By 7-20-00

NS

FILING FEE:  $20.00:

effective  8-1-00

If the registered agent changed, or if authorized shares are increased or changed, additional fees may be due.

SEE REVERSE SIDE FOR FEES, FILING AND MAILING INSTRUCTIONS

TYPE OR PRINT LEGIBLY

1.  The name of the corporation as reflected in the Articles of Incorporation on file with the Secretary of State. REM-North Dakota, Inc.

2.  Federal ID# 41-1434382

3.  Telephone # 95 2/925-5067

4.  Complete mailing address of the principal place of business (Street/RR, PO Box, City, State, Zip + 4) 6921 York Avenue South, Edina, MN 55435

5.  Toll-Free Telephone #

6. The following amendment has been adopted pursuant to the provisions of the North Dakota Business Corporation Act, North Dakota Century Code, Chapter 10-19.1:

RESOLVED, that Article I of the Articles of Incorporation, of the corporation be amended to read as follows:

ARTICLE I

The name of this Corporation shall be REM North Dakota, Inc.

7. The amendment shall be effective:

(check one)

o When filed with the Secretary of State

ý Later on

August 1, 2000

(month, day, year)

8. The amendment was adopted on May 24, 2000 by one of the following methods: (check the appropriate method) ýBy the shareholders oBy the incorporators where no shares have been issued oBy the board where no shares have been issued

9. Does the amendment provide for, but not establish, the manner for effecting an exchange, reclassification, or cancellation of issued shares? (Check the appropriate    )  o

oYes.  The shares are affected as follows:

OR

ýNo.  The shares are unaffected by the amendment.

10. “The undersigned, a person authorized by the corporation to sign this amendment, has read the foregoing Articles of Amendment, knows the contents thereof, and believes the statements made thereon to be true.”

/s/ Craig R. Miller

/  7-12-00

Signature

Date

11. Name of person to contact about this amendment

E-Mail Address

Daytime Telephone #

Nancy G. Barber, Paralegal

nancy.barber@gpmlaw.com

612/343-2856

[SEAL]

REGISTERED AGENT/OFFICE

FOR OFFICE USE ONLY BC

STATEMENT OF CHANGE

ID# 2456500

SECRETARY OF STATE

WO# 153173

SFN 13019 (05-2004)

Filed: 9-9-04

By:

Amount:

1.

FILING FEE:

$20.00:  To change the registered agent (and address if applicable)

Attached:

o

Annual Report

FILING FEE:

$10.00:  To change the address or name of the current registered agent

o

Amendment

NO FEE:

To change the address resulting from a postal reassignment, rezoning, or 911 address implementation

o

Other

RECEIVED

AUG 02 2004

SEC. OF STATE

TYPE OR PRINT LEGIBLYSEE REVERSE SIDE FOR FEES, FILING AND MAILING INSTRUCTIONS

2.Name of the organization (corporation, limited liability company, limited liability partnership, limited partnership, limited liability limited partnership, or real estate investment trust):

3.Federal ID number: 41-1434382

REM North Dakota, Inc

4.Name of the new registered agent (or new name of current registered agent):

5a.New address of the registered agent named in number 4 (It cannot only be a post office box; it must be the agent’s physical address.) If applicable for mailing purposes, a post office box can be added to the physical address.

305 17th Ave SW, Suite D

Physical Address

PO Box

Minot

ND

58701

City

State

Zip

b.Change of address is: (check one)

ýNew location for current registered agent or the appointment of a new registered agent.

oPostal reassignment, rezoning, or implementation of 911 address.

C.Is the address in number 5 the same address as the principal place of business for the organization named in number 2?

o Yesý No

6.If a new registered agent has been named in number 4, an officer, manager, or other individual authorized by the organization named in number 2 may sign the following certification. If only the address of the current registered agent is changing, their registered agent may sign the certification. “As required by state law, I certify that the new registered agent named in number 2, if applicable, was appointed by a resolution, as required by state law and was adopted by the governing structure of the organization named in #2; that the new address in number 5, if applicable, for the current or newly appointed registered agent is the same address as that for the business office where the registered agent can be located during normal business hours. I further certify that I know that the information supplied in this form is true and correct and that I am authorized to sign it:

Signature:

/s/ Brenda J Niess

Date:  6-11-04

CONSENT OF NEWLY APPOINTED REGISTERED AGENT (Complete only if number 4 above is completed)

7.The new registered agent named in number 4 is: (check one) oA North Dakota residentoA limited liability company oA corporationoA limited liability partnership

8.Social Security or Federal ID number of registered agent named in number 4:

9.According to state law, the newly appointed registered agent must sign a statement of consent to serve in that capacity (see instruction number 9 for authorized signers). “The undersigned, as the newly appointed registered agent for the organization named in number 2, consents to act as the registered agent for the organization until a change or resignation is submitted to the Secretary of State according to the provisions of the North Dakota state law.

Signature of registered agent named in number 4:

Date:

10.Name of person to contact about this form:

Contact Person’s E-Mail Address:

Daytime telephone # and extension, if any:

11.Provide the name and mailing address where the form could be returned if necessary, for corrections, additional information, or payment.

ATTN:

Business / Firm Name:

Mailing Address:

CITY

STATE

ZIP

EX-3.112

Exhibit 3.112

BY-LAWS

OF

REM-NORTH DAKOTA, INC.

ARTICLE I

OFFICES

Section 1. The registered office shall be located in Bismarck, North Dakota.

Section 2. The corporation may also have offices at such other places both within and without the State of North Dakota as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held in the City of Edina, State of Minnesota, at such place as may be fixed from time to time by the board of directors.

Section 2. Annual meetings of shareholders, commencing with the year 1983, shall be held on the first Monday in October if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of North Dakota as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

Section 3. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

In all elections for directors every shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

Section 1. The number of directors shall be three. Directors need not be residents of the State of North Dakota nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

Section 2. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.

Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of North Dakota, at such place or places as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of North Dakota.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully

called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice of waiver of notice of such meeting.

Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 1. The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in

the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be

removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence of disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under this control belonging to the corporation.

Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is counter­signed by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.  In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or

destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFER OF SHARES

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

REGISTERED SHAREHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of North Dakota.

LIST OF SHAREHOLDERS

Section 7. The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

ARTICLE XI

GENERAL PROVISIONS DIVIDENDS

Section 1. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, North Dakota”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1. These by-laws may be altered, amended, or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board.

*              *              *              *              *

We, the undersigned, President and Secretary respectively of REM-NORTH DAKOTA, INC., a North Dakota corporation, do hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 30th day of November 1982.

/s/ Thomas E. Miller

President of REM-NORTH DAKOTA, INC.

/s/ Craig R. Miller

Secretary of REM-NORTH DAKOTA, INC.

UNANIMOUS ACTION IN WRITING
BY THE SHAREHOLDERS AND DIRECTORS
OF
REM NORTH DAKOTA, INC.

The undersigned, being all of the shareholders and directors of REM North Dakota, Inc., a North Dakota corporation (the “Corporation”), hereby adopt the following resolutions by unanimous written consent:

Adoption of Amendment to the Bylaws

WHEREAS, it is deemed to be in the best interests of the Corporation and its shareholders that the Corporation no longer have and use a corporate seal; and,

WHEREAS, the Bylaws of the Corporation must be amended to reflect such; it is:

RESOLVED, that Article XI, Section 5, of the Bylaws of the Corporation shall be deleted in its entirety; and

FURTHER RESOLVED, that except as expressly amended herein, the Bylaws shall remain in effect pursuant to their terms.

Dated: August 1, 2000

SHAREHOLDERS:	DIRECTORS:
/s/ Thomas E. Miller	/s/ Thomas E. Miller
/s/ Craig R. Miller	/s/ Craig R. Miller
/s/ Douglas V. Miller	/s/ Douglas V. Miller

EX-3.113

Exhibit 3.113

ARTICLES OF INCORPORATION

OF

REM-VALLEY WAIVER, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Minnesota Statues Chapter 302A, does hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM-Valley Waiver, Inc.

ARTICLE II

The location and address of this corporation’s registered office in this state shall be 6921 York Avenue South, Edina, MN 55435.

ARTICLE III

The total authorized number of shares of this corporation is one million (1,000,000) shares, all of which shall be shares of common stock of the par value of one cent ($.01) per share.

ARTICLE IV

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VI

The name and address of the incorporator of this corporation is:

Nancy G. Barber Walden
3400 City Center
Thirty Three South Sixth St.
Minneapolis, MN 55402

ARTICLE VII

The Board of Directors of this corporation shall consist of 3 director(s) or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation.  A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Section 559 of the Minnesota Business Corporation Act (Minnesota Statues, Chap. 302A) or; (iv) liability for any transaction from which the director derived an improper personal benefit.  If Chapter 302A, the Minnesota Business Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VIII

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors were present.

IN WITNESS WHEREOF, the undersigned has set her hand this 20^th day of November, 1997.

		/s/ Nancy G. Barber Walden
		Incorporator
STATE OF MINNESOTA	)
	) ss.
COUNTY OF Hennepin	)

The foregoing instrument was acknowledged before me this 20 day of November, 1997, by Nancy G. Barber Walden.

	/s/ Karen M. Fernjack
	Notary Public, Hennepin County, MN
	My Commission Expires:
1/31/2000

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

REM-VALLEY WAIVER, INC.

I, the undersigned, as sole incorporator of REM-Valley Waiver, Inc., a Minnesota corporation, do hereby certify that I, as sole incorporator of the corporation have, prior to issuance of shares of the corporation, resolved to amend the Articles of Incorporation in accordance with the following resolutions(s):

RESOLVED, That the Articles of Incorporation of this corporation be amended as follows:

RESOLVED, that Article I of the Articles of Incorporation of this corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM-Northwest Services, Inc.

FURTHER RESOLVED, That the sole incorporator of this corporation, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution(s) and to cause such Articles of Amendment to be filed with the office of the Secretary of State of the State of Minnesota.

I FURTHER CERTIFY that the foregoing amendments have been adopted pursuant to chapter 302A, Minnesota Statues.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 1^st day of December, 1997.

/s/ Nancy G. Barber Walden

ARTICLES OF MERGER

OF

REM-BELTRAMI, INC.,

REM-BEMIDJI, INC.,

REM-ROSEAU, INC.,

REM-NORTH STAR, INC.,

AND

REM-VALLEY HOMES, INC.

WITH AND INTO

REM-NORTHWEST SERVICES, INC.

(to be known as REM NORTHSTAR, INC., after the merger)

Pursuant to the provisions of the Minnesota Business Corporation Act, the following Articles of Merger are executed on the date hereinafter set forth:

First: REM-Northwest Services, Inc., REM-Beltrami, Inc., REM-Bemidji, Inc., REM-Roseau, Inc., REM-North Star, Inc., and REM-Valley Homes, Inc., are each business corporations organized and existing under the laws of the State of Minnesota and are subject to the provisions of the Minnesota Business Corporation Law.

Second: REM-Northwest Services, Inc., has issued and outstanding one hundred (100) shares of common stock. REM-Beltrami, Inc., has issued and outstanding one hundred (100) shares of common stock. REM-Bemidji, Inc., has issued and outstanding one hundred (100) shares of common stock. REM-Roseau, Inc., has issued and outstanding one hundred (100) shares of common stock. REM-North Star, Inc., has issued and outstanding one hundred (100) shares of common stock. REM-Valley Homes, Inc., has issued and outstanding one hundred (100) shares of common stock.

Third: Annexed hereto as Exhibit A is a copy of the Agreement and Plan of Merger adopted by the boards of directors and shareholders of REM-Northwest Services, Inc., REM-Beltrami, Inc., REM-Bemidji, Inc., REM-Roseau, Inc., REM-North Star, Inc., and REM-Valley Homes, Inc., in compliance with Minnesota Statutes Section 302A.613.

Fourth: The effective date of the Merger provided for in the Agreement and Plan of Merger shall be January 1, 2000, at 12:01 a.m.

Executed at Minneapolis, Minnesota, on December 22nd, 1999.

REM-NORTHWEST SERVICES, INC.
	By:	/s/ Thomas E. Miller
			Thomas E. Miller
			Its President
	REM-BELTRAMI, INC.
	By:	/s/ Thomas E. Miller
			Thomas E. Miller
			Its President
	REM-BEMIDJI, INC.
	By:	/s/ Thomas E. Miller
			Thomas E. Miller
			Its President
	REM-ROSEAU, INC.
	By:	/s/ Thomas E. Miller
			Thomas E. Miller
			Its President
	REM-NORTH STAR, INC.
	By:	/s/ Thomas E. Miller
			Thomas E. Miller
			Its President
	REM-VALLEY HOMES, INC.
	By:	/s/ Thomas E. Miller
			Thomas E. Miller
			Its President

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

FOR THE MERGER

OF

REM-BELTRAMI, INC.,

REM-BEMIDJI, INC.,

REM-ROSEAU, INC.,

REM-NORTH STAR, INC.,

AND

REM-VALLEY HOMES, INC.

WITH AND INTO

REM-NORTHWEST SERVICES, INC.

AGREEMENT AND PLAN OF MERGER, (the “Plan”), dated December 16, 1999, for the merger of REM-Beltrami, Inc., a Minnesota corporation (“REM-Beltrami”), REM-Bemidji, Inc., a Minnesota corporation (“REM-Bemidji”), REM-Roseau, Inc., a Minnesota corporation (“REM-Roseau”), REM-North Star, Inc., a Minnesota corporation (“REM-North Star”), and REM-Valley Homes, Inc., a Minnesota corporation (“REM-Valley Homes”) (hereinafter collectively referred to as the “Merged Corporations”), with and into REM ­Northwest Services, Inc., a Minnesota corporation (which by reason of the merger will become REM North Star, Inc., a Minnesota corporation) (the “Surviving Corporation”). (The Merged and Surviving Corporations may be collectively referred to as “Constituent Corporations”).

RECITALS

WHEREAS, the Constituent Corporations are corporations duly organized and existing under the laws of the State of Minnesota; and

WHEREAS, The Constituent Corporations desire to merge, subject to the conditions set forth herein.

NOW, THEREFORE, subject to the conditions set forth herein, the Constituent Corporations shall be merged into a single corporation, REM-Northwest Services, Inc., a Minnesota corporation and one of the Constituent Corporations, which shall continue its corporate existence and be the corporation surviving the merger. The terms and conditions of this merger (the “Merger”) and the manner of carrying the same into effect, are as follows:

ARTICLE I

Effective Date of the Merger

The Effective Date of the Merger shall be January 1, 2000, at 12:01 am. Upon the Effective Date of the Merger, the separate existences of the Merged Corporations shall cease and the Merged Corporations shall be merged into the Surviving Corporation.

ARTICLE II

Articles of Incorporation;
Authorized Shares

As a consequence of the Merger, the Articles of Incorporation of the Surviving Corporation, shall be amended and restated in their entirety to read as annexed hereto as Schedule A, which shall be the Articles of Incorporation of the Surviving Corporation subsequent to the Merger until otherwise amended or repealed.

ARTICLE III

Bylaws; Registered Office

As a consequence of the Merger, the Bylaws of the Surviving Corporation, as amended to date, shall be the Bylaws of the Surviving Corporation after the Merger. The registered office of the Surviving Corporation as of the Effective Date of the Merger shall be the registered office of the Surviving Corporation after the Merger, to-wit: 6921 York Avenue South, Edina, Minnesota 55435.

ARTICLE IV

Directors and Officers

The directors and officers of the Surviving Corporation in office immediately prior to the Effective Date shall remain the directors and officers of the Surviving Corporation at and after the Effective Date of the Merger until their respective successors shall have been duly elected and qualified. The directors and officers of the Merged Corporation holding office on the Effective Date shall be deemed to have resigned effective as of the Effective Date.

ARTICLE V

Conversion of Shares In the Merger

The manner of carrying the Merger into effect, and the manner and basis of converting shares of the Constituent Corporations into shares of the Surviving Corporation shall be as set forth in Schedule B annexed hereto.

ARTICLE VI

Effect of the Merger

At the Effective Date of the Merger, the Surviving Corporation shall succeed to, without other transfer, act or deed of any person, and shall possess and enjoy, all the rights, privileges, immunities, powers and franchises, both of a public and private nature, of the Constituent Corporations, and all property, real, personal, and mixed, including patents, trademarks, tradenames, and all debts due to either of the Constituent Corporations on whatever account, for stock subscriptions as well as for all other things in action or all other rights belonging to either of said corporations; and all said property, rights, privileges, immunities, powers and franchises, and all and every other interest shall be thereafter the property of the Surviving Corporation as effectively as they were of the respective Constituent Corporations, and the title of any real estate vested by deed or otherwise in either of said Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that all rights of creditors and all liens upon any property of either of said Constituent Corporations shall he preserved unimpaired, limited in lien to the property affected by such liens prior to the Effective Date of the Merger, and all debts, liabilities, and duties of said Constituent Corporations, respectively, shall thenceforth attach to the Surviving Corporation and shall be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted in the first instance by the Surviving Corporation.

ARTICLE VII

Accounting Matters

The assets and liabilities of the Constituent Corporations as of the Effective Date of the Merger shall be taken up on the books of the Surviving Corporation at the amounts at which they were carried at that time on the books of the respective Constituent Corporations. The surplus of the Surviving Corporation after the Merger, including any surplus arising in the Merger, shall be available to be used for any lawful purposes for which surplus may be used. Accounting procedures and depreciation schedules and procedures of any Constituent Corporation may be converted to those procedures and schedules selected by the Surviving Corporation.

ARTICLE VIII

Filing of Plan of Merger

After the Plan of Merger has been adopted and approved by the Boards of Directors and shareholders of the Constituent Corporations in accordance with Section 302A.613 of the Minnesota Business Corporation Act, Articles of Merger shall be executed and delivered to the Secretary of State of the State of Minnesota for filing as provided by the Minnesota Business Corporation Act. The Constituent Corporations shall also cause to be performed all necessary acts within the State of Minnesota and elsewhere to effectuate the Merger.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

REM-NORTHWEST SERVICES, INC.
a Minnesota corporation
(the Surviving Corporation)
	By:	/s/ Thomas E. Miller
		Thomas E. Miller
		Its President
	By:	/s/ Craig R. Miller
		Craig R. Miller
		Its Secretary
REM-BELTRAMI, INC.
a Minnesota corporation
(a Merged Corporation)
	By:	/s/ Thomas E. Miller
		Thomas E. Miller
		Its President
	By:	/s/ Craig R. Miller
		Craig R. Miller
		Its Secretary
REM-BEMIDJI, INC.
a Minnesota corporation
(a Merged Corporation)
	By:	/s/ Thomas E. Miller
		Thomas E. Miller
		Its President
	By:	/s/ Craig R. Miller
		Craig R. Miller
		Its Secretary

REM-ROSEAU, INC.
a Minnesota corporation
(a Merged Corporation)
	By:
		Thomas E. Miller
		Its President
	By:	/s/ Craig R. Miller
		Craig R. Miller
		Its Secretary
REM-NORTH STAR, INC.
a Minnesota corporation
(a Merged Corporation)
	By:
		Thomas E. Miller
		Its President
	By:	/s/ Craig R. Miller
		Craig R. Miller
		Its Secretary
REM-VALLEY HOMES, INC.
a Minnesota corporation
(a Merged Corporation)
	By:
		Thomas E. Miller
		Its President
	By:	/s/ Craig R. Miller
		Craig R. Miller
		Its Secretary

SCHEDULE A

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

REM NORTH STAR, INC.

(formerly known as REM-NORTHWEST SERVICES, INC.)

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

REM NORTH STAR, INC.

ARTICLE I

Name

The name of this corporation shall be REM North Star, Inc.

ARTICLE II

Registered Office

The location and post office address of this corporation’s registered office in this state shall be 6921 York Avenue South, Edina, Minnesota 55435.

ARTICLE III

Authorized Capital

The total authorized number of shares of this corporation is Two Hundred Thousand (200,000) shares, all of which shall be shares of common stock of the par value of one cent ($0.01) per share. All shares of stock shall be equal in every respect. At all meetings of the shareholders, each shareholder of record entitled to vote thereat shall be entitled to one vote for each share (and a fractional vote for and equal to each fractional share) of stock standing in his or her name and entitled to vote at such meetings. Each outstanding fractional share shall have the rights provided in these Articles of Incorporation, the Bylaws of this corporation, and the laws of the State of Minnesota to which a full share of such stock is entitled, but in proportion which such fractional share bears to a full share of such stock.

ARTICLE IV

Cumulative Voting Prohibition

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Preemptive Rights Prohibition

Shareholders shall have no rights, preemptive or otherwise, under Minnesota Statutes Section 302A.413 (or similar provisions of future law) to acquire or purchase any part of any unissued stock or other securities of this corporation, or of any stock or other securities issued and thereafter acquired by this corporation, before the corporation may offer them to other persons.

ARTICLE VI

Limitation of Director Liability

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Minnesota Statutes Section 302A.559 or on the sale of unregistered securities or securities fraud under Minnesota Statutes Section 80A.23; or (iv) liability for any transaction from which the director derived an improper personal benefit. If Minnesota Statutes Chapter 302A hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by Minnesota Statutes Chapter 302A, as amended. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VII

Director Action by Written Consent

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need to be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors are present.

SCHEDULE B

Conversion of Shares in the Merger

1.  Stock of Surviving Corporation. At the Effective Date of the Merger, subject to Section 3 below, all shares of common stock of the Surviving Corporation issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 10.7451 shares of the common stock of the Surviving Corporation, par value $.01 per share.

2. Stock of Merged Corporations. At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Beltrami issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 14.9849 shares of the common stock of the Surviving Corporation, par value $.01 per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Bemidji issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 12.8600 shares of the common stock of the Surviving Corporation, par value $.01 per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Roseau issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 18.9237 shares of the common stock of the Surviving Corporation, par value $.01 per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder each share of common stock of REM-North Star issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 35.6594 shares of the common stock of the Surviving Corporation, par value $.01 per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Valley Homes issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 6.8270 shares of the common stock of the Surviving Corporation, par value $.01 per share.

3.  Fractional Shares. Notwithstanding the provisions of Sections 1 and 2 above, the aggregate number of shares of the common stock of the Surviving Corporation

issuable to a shareholder by reason of Sections 1 and 2 shall be reduced to the nearest whole number of shares, with no fractional shares being issued.  The factional shares shall be abated in proportion to the aggregate number of shares otherwise issuable to each shareholder prior to such rounding. In lieu of fractional shares that cannot be abated proportionally as described above, the Surviving Corporation shall pay cash to such shareholder at a rate of $168.67 per share.

EX-3.114

Exhibit 3.114

BY-LAWS

OF

REM-NORTHWEST SERVICES, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders holding not less than three percent (3%) of all voting shares of the corporation may call a regular meeting of shareholders by delivering to the President or Treasurer a written demand for a regular meeting. Within thirty (30) days after the receipt of such written demand by the President or Treasurer, the Board of Directors shall cause a regular meeting of

shareholders to be called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than three (3) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver

of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Minnesota, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board

of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this

Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such

other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Minnesota, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*** **

The undersigned, Secretary of REM-Northwest Services, Inc., a Minnesota corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 4 day of December, 1997.

/s/ Craig R. Miller

   Secretary

EX-3.115

Exhibit 3.115

[SEAL]

ARTICLES OF INCORPORATION

OF

REM-Ohio Residential Services, Inc.

THE UNDERSIGNED, desiring to form a corporation for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, does hereby certify:

FIRST:  The name of said corporation shall be REM-Ohio Residential Services, Inc.

SECOND:  The place in the State of Ohio where its principal office is to be located is Cleveland, in Cuyahoga County.

THIRD:  The purposes for which it is formed are to engage in any lawful act or activity for which corporations may be formed under Chapter 1701 of the Revised Code of Ohio.

FOURTH:  The authorized number of shares of the corporation is One Thousand (1,000) voting common shares.  The common stock of this corporation shall have a par value of one cent per share.

FIFTH:  The amount of stated capital with which the corporation will begin business is One Thousand Dollars ($1,000.00).

SIXTH:  The following provisions are hereby agreed to for the purpose of defining, limiting and regulating the exercise of the authority of the corporation, or of the directors, or of all of the shareholders:

1

The board of directors is expressly authorized to set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose or to abolish any such reserve in the manner in which it was created, and to purchase on behalf of the corporation any shares issued by it to the extent of the surplus of the aggregate of its assets over the aggregate of its liabilities plus stated capital.

The corporation may in its regulations confer powers upon its board of directors in addition to the powers and authorities conferred upon it expressly by Sections 1701.01 et seq. of the Revised Code of Ohio.

Any meeting of the shareholders or the board of directors may be held at any place within or without the State of Ohio in the manner provided for in the regulations of the corporation.

Any amendments to the articles of incorporation may be made from time to time, and any proposal or proposition requiring the action of shareholders may be authorized from time to time by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation.

SEVENTH:  The corporation reserves the right to amend, alter, change or repeal any provision contained in its articles of incorporation, in the manner now or hereafter

2

prescribed by Sections 1701-01 et seq. of the Revised Code of Ohio, and all the rights conferred upon shareholders herein

are granted subject to this reservation.

Shareholders shall have no rights, preemptive or otherwise to acquire any part of any unissued shares or other securities of this corporation before the corporation may offer them to other persons.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 20^th day of March, 1987.

/s/ Ellen W. McVeigh

Ellen W. McVeigh

3

Form AGO August 19??

Prescribed by Sherrod Brown

Secretary of State

[SEAL]  Original Appointment of Statutory Agent

The undersigned being at least a majority of the incorporators of      REM-Ohio Residential Services, Inc.,

(Name of Corporation)

hereby appoint C T CORPORATION SYSTEM to be statutory agent upon whom any process notice or demand required

(Name of Agent)

or permitted by statute to be served upon the corporation may be served.

The complete address of the agent is:  815 Superior Avenue, N. E.

(Street)

Cleveland	Cuyahoga	County, Ohio	44114
(City or Village)			(Zip Code)

Date: March 20, 1987	/s/ Ellen W. McVeigh
	(Incorporation)
	Ellen W. McVeigh
	(Incorporator)

Instructions

1)Profit and non-profit articles of Incorporation must be accompanied by an original appointment of agent. R.C. 1701.04(C), 1702.04(C).

2)The statutory agent for a corporation may be (a) a natural person who is a resident of Ohio, or (b) an Ohio corporation or a foreign profit corporation licensed in Ohio which has a business address in this state and is explicitly authorized by its articles of incorporation to act as a statutory agent. R.C. 1701.07(A), 1702.06(A).

3)The agent’s complete street address must be given a post office box number is not acceptable. R.C. 1701.07(C), 1702.06(C).

4)An original appointment of agent form must be signed by at least a majority of the incorporators of the corporation. R.C. 1701.07(B), 1702.06(B).

4

OC ID 200024400796

[SEAL]	Prescribed by J. Kenneth Blackwell	Expedite this form
	Please obtain fee amount and mailing instructions from the Forms Inventory List (using the 3 digit form # located at the bottom of this form). To obtain the Forms Inventory List or for assistance, please call Customer Service.	o Yes
	Central Ohio: (614)-466-3910  Toll Free:1-877-SOS-FILE (1-877-767-3453)

CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO ARTICLES OF

REM-Ohio Residential Services, Inc.
(Name of Corporation)
697647
(charter number)
Craig R. Miller, who is the Vice President and Secretary
(name)	(title)

of the above named Ohio corporation organized for profit, does hereby certify that: (Please check the appropriate box and complete the appropriate statements.)

oa meeting of the shareholders was duly called and held on                   , at which meeting a quorum the shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitling them to exercise          % of the voting power of the corporation.

ýin a writing signed by all the shareholders who would be entitled to notice of a meeting held for that purpose, the following resolution to amend the articles was adopted:

RESLOVED, that Article I of the Articles of Incorporation, of the Corporation, be amended to read as follows:      

ARTICLE I

The name of this corporation shall be REM Ohio Residential Services, Inc.

FURTHER RESOLVED, that this Amendment to the Articles of Incorporation of the Corporation shall be effective as of the 1st of August, 2000.

IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the corporation, has hereunto
subscribed his name on July 12, 2000

(his/her)(date)

Signature:	/s/ Craig R. Miller
Title:	Vice President and Secretary

1

OC ID 200035406355

[SEAL]	Prescribed by J. Kenneth Blackwell	Expedite this form
	Please obtain fee amount and mailing instructions from the Forms Inventory List (using the 3 digit form # located at the bottom of this form).To obtain the Forms Inventory List or for assistance, please call Customer Service.	o Yes
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CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO ARTICLES OF

REM-Ohio Residential Services, Inc.
(Name of Corporation)
697647
(charter number)
, who is the
(name)	(title)

of the above named Ohio corporation organized for profit, does hereby certify that: (Please check the appropriate box and complete the appropriate statements.)

oa meeting of the shareholders was duly called and held on                          , at which meeting a quorum the shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitling them to exercise            % of the voting power of the corporation.

ýin a writing signed by all the shareholders who would be entitled to notice of a meeting held for that purpose, the following resolution to amend the articles was adopted:

The name of this corporation shall be  REM Ohio, Inc.

IN WITNESS WHEREOF, the above officer, acting for and on behalf of the corporation, has hereunto

subscribed his name on 10-27-00

(his/her)(date)

Signature:	/s/ Thomas E. Miller
Title:	President

1

EX-3.116

Exhibit 3.116

CODE OF REGULATIONS

OF

REM-OHIO RESIDENTIAL SERVICES, INC.

ARTICLE I

Offices

Section 1.  Principal Executive Office. The principal office of the corporation shall be in the City of Cleveland, County of Cuyahoga, Ohio.

Section 2. Registered Office. The location and address of the registered office of the corporation is 815 Superior Avenue, N.E., Cleveland, Ohio. The registered office need not be identical with the principal office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Ohio as the Board Of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at 6921 York Avenue South, Edina, Minnesota, unless some other place for any such meeting within or without the State of Ohio be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held at 6921 York Avenue South, Edina, Minnesota.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation shall be held on an annual basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. When the annual meeting is not held or directors are not elected thereat, they may be elected at a special meeting called for that purpose. At the annual meeting of shareholders, the corporation shall present to the shareholders such statements regarding the financial condition of the corporation as may be required by law or approved by the Board of Directors.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the Chairman of the Board, the President, or by the Vice President in the absence of the President, by the Secretary, by the Board of Directors by action at a meeting, or by a majority of the directors acting without a meeting. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than twenty-five percent (25%) of the voting shares of the corporation by delivering to the President or Secretary a written demand for a special meeting, which demand shall contain the purposes of the meeting. Upon request in writing delivered either in person or by registered mail to the President or Secretary by any persons entitled to call a meeting of shareholders, such officer shall forthwith cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than seven (7) nor more than sixty (60) days after the receipt of such request, as such officer may fix. If such notice is not given within fifteen (15) days after the delivery or mailing of such request, the persons calling the meeting may fix the time of meeting and give notice thereof as provided in Section 4 below, or cause such notice to be given by any designated representative. Within seven (7) days after the receipt of a written demand for a special meeting of shareholders by the President or Secretary, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than sixty (60) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, place and purposes of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, place and purposes thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, shall be given to each shareholder of record entitled to vote at such meeting not less than seven (7) nor more than sixty (60) days prior to the date of such meeting, by or at the direction of the President or the Secretary.

Notices of meeting shall be given to each shareholder entitled thereto by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting, in writing, which

writing shall be filed with or entered upon the records of the meeting. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects prior to or at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall comport with applicable law, shall be a date not earlier than the date on which the record date is fixed, and shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include a telegram or cablegram appearing to have been transmitted by the shareholder appointing such proxy, or a photographic, photostatic, or equivalent reproduction of a writing appointing a proxy), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. Every appointment of a proxy shall be revocable unless such appointment is coupled with an interest or as otherwise provided by law. A revocable appointment of a proxy is not revoked by the death or incompetence of the maker unless notice in writing of such death or incompetency is received from the executor or administrator of the estate of the maker or from the fiduciary having control of the shares with respect to which the proxy was appointed, by the corporation before the vote is taken or the authority granted is

otherwise exercised. An appointment, of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose. Such written action shall be effective when signed by all of the shareholders who would be entitled to such notice or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these Regulations.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be three, provided that where all shares of the corporation are owned of record by one or two shareholders, the number of directors may be less than three but not less than the number of shareholders. Subject to the foregoing, the number of directors which shall constitute the whole Board of Directors may be fixed or changed from time to time at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares which are represented at the meeting and entitled to vote on the proposal, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 7 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders. Provisional directors may be appointed if necessary as provided by applicable law.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, annual meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the Chairman of the Board, the President, any Vice President, or by any two directors, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Ohio, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. Except where a meeting of directors is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, two (2) days’ notice of meetings of the Board of Directors, stating the date, place, and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at 6921 York Avenue South, Edina, Minnesota. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these Regulations for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, in writing, which writing shall be filed with or entered upon the records of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects prior to or at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these Regulations.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors or any vacancy may be filled by a majority vote of the directors serving at the time of such increase. Any newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and

qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these Regulations, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors, except that, unless all the directors are removed, no individual director shall be removed if the votes of a sufficient number of shares are cast against his removal that, if cumulatively voted at an election of all the directors, would be sufficient to elect at least one director. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article.

Section 8. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 9. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint a Chairman of the Board, one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these Regulations, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation, except the Chairman of the Board, who shall be a director. Any number of offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the Articles of Incorporation or these Regulations to be executed, acknowledged or verified by two or more officers.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shareholders when present, and shall have the general powers and duties usually vested in a Chairman.

Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when the Chairman of the Board is absent, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 6. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the Chairman, the President or the Board of Directors may from time to time prescribe.

Section 8. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the Chairman, the President or the Board of Directors may from time to time prescribe.

Section 9. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and

Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Ohio, (c) the name of the person to whom it is issued, (d) the number and class of shares, and the designation of the series, if any, that the certificate represents, and (e) on the face or back of the certificate: (1) the express terms, if any, of the shares represented by the certificate and of the other class or classes and series of shares, if any, which the corporation is authorized to issue; or (2) a summary of such express terms; or (3) that the corporation will mail to the shareholder a copy of such express terms without charge within five days after receipt of written request therefore; or (4) that a copy of such express terms is attached to and by reference made a part of such certificate and that the corporation will mail to the shareholder a copy of such express terms without charge within five days after receipt of written request therefor if the copy has become detached from the certificate. All restrictions on the right to transfer shares must be set forth on the face or back of the certificate. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the Chairman of the Board or the President or a Vice President and by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer. If a certificate is countersigned (1) by a transfer agent or an assistant transfer agent or (2) by an incorporated transfer agent or registrar, the signature of any of such officers may be a facsimile, engraved, stamped, or printed. If a person signs or has a facsimile signature placed upon a certificate while an officer of the corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is delivered, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by

his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these Regulations may be altered or amended by the shareholders at a meeting held for such purpose, by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation on such proposal, or may be adopted without a meeting by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power on such proposal.

*****

The undersigned, Secretary of REM-Ohio Residential Services, Inc., an Ohio corporation, does hereby certify that the foregoing Regulations are the Regulations adopted for the corporation by its shareholders at a meeting held on the 21st day of May, 1987.

/s/ Craig R. Miller

Secretary

EX-3.117

Exhibit 3.117

APPROVED

MHP

9-3-91

100

ARTICLES OF INCORPORATION

OF

REM-Ohio Waivered Services, Inc.

THE UNDERSIGNED, desiring to form a corporation for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, does hereby certify:

FIRST:  The name of said corporation shall be REM-Ohio Waivered Services, Inc.

SECOND:  The place in the State of Ohio where its principal office is to be located is Cleveland, inCuyahoga County.

THIRD:  The purposes for which it is formed are: To engage in any lawful act or activity for which corporations may be formed under Chapter 1701 of the Revised Code of Bio.

FOURTH:  The authorized number of shares of the corporation is One Thousand (1,000) voting common shares.  The common stock of this corporation shall have a par value of one cent per share.

FIFTH:  The amount of stated capital with which the corporation will begin business is One Thousand Dollars ($1,000.00).

SIXTH: The following provisions are hereby agreed to for the purpose of defining, limiting and regulating the exercise of the authority of the corporation, or of the directors, or of all of the shareholders:

The board of directors is expressly authorized to set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose or to abolish any such reserve in the manner in which it was created, and to purchase on behalf of the corporation any shares issued by it to the extent of the surplus of the aggregate of its assets over the aggregate of its liabilities plus stated capital.

The corporation may in its regulations confer powers upon its board of directors in addition to the powers and authorities conferred upon it expressly by Sections 1701.01 et seq. of the Revised Code of Ohio.

Any meeting of the shareholders or the board of directors may be held at any place within or without the State of Ohio in the manner provided for in the regulations of the corporation.

Any amendments to the articles of incorporation may be made from time to time, and any proposal or proposition requiring the action of shareholders may be authorized from time to time by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation.

SEVENTH:  The corporation reserves the right to amend, alter, change or repeal any provision contained in its articles of incorporation, in the manner now or hereafter prescribed by Sections 1701.01 et seq. of the Revised Code of Ohio, and all rights conferred upon shareholders herein are granted subject to this reservation.

2

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation before the corporation may offer them to other persons.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 13 day of August,1991.

/s/ Nancy G. Barber Walden

Nancy G. Barber Walden

3

[SEAL] Prescribed by
Bob Taft, Secretary of State
30 East Broad Street, 14th Floor
Columbus, Ohio 43266-0418
Form C-123 (January 1991)

CONSENT FOR USE OF SIMILAR NAME

On the 20 day of August 1991, the BOARD OF DIRECTORS ("TRUSTEES") OF REM-Ohio Residential Services, Inc.

(Name of Corporation giving Consent)

(Charter License Number) 697647, passed the following resolution:

RESOLVED, that REM-Ohio Residential Services, Inc.

                               (Name of Corporation giving Consent)

gives its consent to REM-Ohio Waivered Services, Inc. to use the name REM-Ohio Waivered Services, Inc.

Date	8-20-91	Signed	/s/ Craig R. Miller
			(Secretary or Assistant Secretary of Consenting Corporation)

(OHIO - 148 - 3/4/91)

NOTE: This document must be signed by the secretary of assistant secretary of the consenting corporation, pursuant to Section 1701.05(A) of the Ohio Revised Code.

[SEAL]	Prescribed by
	Bob Taft, Secretary of State
	30 East Broad Street, 14th Floor                               H0192-0533
	Columbus, Ohio 43266-0418
	Form AGO (December 1990)

ORIGINAL APPOINTMENT OF STATUTORY AGENT

The undersigned, being at least a majority of the incorporators of REM-Ohio Waivered Services, Inc., hereby appoint
	(name of corporation)
C T CORPORATION SYSTEM to be statutory agent upon whom any process, notice or demand required or permitted by statute to
(name of agent)
be served upon the corporation may be served.  The complete address of the agent is:
815 Superior Avenue, N. E.
(street address)
Cleveland		Ohio	44114
(city)			(zip code)

NOTE: P.O. Box addresses are not acceptable for cities with populations over 2,000.

	/s/ Nancy G. Barber Walden
Nancy G. Barber Walden (Incorporator)
	(Incorporator)
	(Incorporator)

INSTRUCTIONS

1)	Profit and non-profit articles of incorporation must be accompanied by an original appointment of agent. R.C. 1701.07(B), 1702.06(B).
2)	The statutory agent for a corporation may be (a) a natural person who is a resident of Ohio, or (b) an Ohio corporation or a foreign profit corporation licensed in Ohio which has a business address in this state and is explicitly authorized by its articles of incorporation to act as a statutory agent. R.C. 1701.07(A), 1702.06(A).
3)	An original appointment of agent form must be signed by at least a majority of the incorporators of the corporation. R.C. 1701.07(B), 1702.06(B). These signatures must be the same as the signatures on the articles of incorporation.

(OHIO - 1932 - 3/6/91)

[SEAL]	Prescribed by J. Kenneth Blackwell
	Please obtain fee amount and mailing instructions from the Forms	Expedite this form
	Inventory List (using the 3 digit form # located at the bottom of this
	form). To obtain the Forms Inventory List or for assistance, please	o Yes
	call Customer Service:
	Central Ohio: (614)-466-3910    Toll Free: 1-877-SOS-FILE (1-877-767-3453)

CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO ARTICLES OF

REM-Ohio Waivered Services, Inc.
(Name of Corporation)
	802408
	(charter number)

Craig R. Miller, who is the Vice President and Secretary
(name)			(title)
of the above named Ohio corporation organized for profit, does hereby certify that: (Please check the appropriate box and complete the appropriate statements.)
o		a meeting of the shareholders was duly called and held on                  , at which meeting a quorum the shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitling them to exercise             % of the voting power of the corporation.
ý		in a writing signed by all the shareholders who would be entitled to notice of a meeting held for that purpose, the following resolution to amend the articles was adopted:
	RESOLVED, that Article I of the Articles of Incorporation, of the Corporation, be amended to read as follows:
	ARTICLE I
	The name of this Corporation shall be REM Ohio Waivered Services, Inc.
	FURTHER RESOLVED, that this Amendment to the Articles of Incorporation of the Corporation shall be effective as of the 1st day of August, 2000.

IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the corporation, has hereunto subscribed
	his	name on	July 12, 2000
	(his/her)		(date)

Signature:	/s/ Craig R. Miller
Title:	Vice President and Secretary

125-AMDS Version: July 15, 1999

[SEAL]	Prescribed by J. Kenneth Blackwell
	Please obtain fee amount and mailing instructions from the Forms	Expedite this Form
	Inventory List (using the 3 digit form # located at the bottom of this
	form). To obtain the Forms Inventory List or for assistance, please	ý Yes
	call Customer Service:
	Central Ohio: (614)-466-3910    Toll Free: 1-877-SOS-FILE (1-877-767-3453)

CERTIFICATE OF MERGER

		In accordance with the requirements of Ohio law, the undersigned corporations, banks, savings banks, savings and loan, limited companies, limited partnerships and/or partnerships with limited liability, desiring to effect a merger, set forth the following facts:
I.		SURVIVING ENTITY
	A.  The name of the entity surviving the merger is:
	REM Ohio Waivered Services, Inc.
	B.  Name Change: As a result of this merger, the name of the surviving entity has been changed to the following:
	(Complete only if name of surviving entity it changing through the merger)
	C.  The surviving entity is a:                (Please check the appropriate box and fill in the appropriate blanks)
	ý		Domestic (Ohio) for-profit corporation, charter number        802408	[COPY]
	o		Domestic (Ohio) non-profit corporation, charter number
	o		Foreign (Non-Ohio) corporation incorporated under the laws of the state/country of and licensed to transact business in the State of Ohio under license number
	o		Foreign (Non-Ohio) corporation incorporated under the laws of the state/country of and NOT licensed to transact business in the state of Ohio.
	o		Domestic (Ohio) limited liability company, with registration number
	o		Foreign (Non-Ohio) limited liability company organized under the laws of the state/country of                   and registered to do business in the State of Ohio under registration number
	o		Foreign (Non-Ohio) limited liability company organized under the laws of the state/country of                   and NOT registered to do business in the State of Ohio.
	o		Domestic (Ohio) limited partnership, with registration number
	o		Foreign (Non-Ohio) limited partnership organized under the laws of the state/country of and registered to do business in the state of Ohio under registration number
	o		Foreign (Non-Ohio) limited partnership organized under the laws of the state/country of and NOT registered to do business in the state of Ohio.
	o		Domestic (Ohio) partnership having limited liability, with the registration number
					[SEAL]

Page 1 of 6

J. Kenneth Blackwell

Secretary of State

	o		Foreign (Non-Ohio) partnership having limited liability organized under the laws of the state/country of                     and registered to do business in the state of Ohio under registration number
	o		Foreign (Non-Ohio) non-profit incorporation under the laws of the state/county of and licensed in transact business in the state of Ohio under license number
	o		Foreign (Non-Ohio) non-profit incorporation under the laws of the state/county of and not licensed to transact business in the state of Ohio.
II.		MERGING ENTITY
	The name, charter/license/registration number, type of entity, state/country of incorporation or organization, respectively, of which is a party to the merger are as follows: (If this is insufficient space to reflect all merging entities, please attach a separate sheet listing the merging entities)
	Name				State/Country of Organization	Type of Entity
	REM Ohio Residential Services, II Inc. 762282				OH/USA	Corporation
	REM Ohio Waivered Services, Inc. 802408				OH/USA	Corporation
III.		MERGER AGREEMENT ON FILE
	The name and mailing address of the person or entity from whom/which eligible persons may obtain a copy of the agreement of merger upon written request:
	Thomas E. Miller				6921 York Avenue South
	(name)				(Street and number)
	Edina				MN	55435
	(city, village or township)				(State)	(zip code)
IV.		EFFECTIVE DATE OF MERGER
	This merger is to be effective on: January 1, 2001 (If a date is specified, the date must be a date on or after the date of filing: the effective date of the merger cannot be earlier than the date of filing. If no date is specified, the date of filing will be the effective date of the merger).
V.		MERGER AUTHORIZED
	The laws of the state or country under which each constituent entity exists, permits this merger. This merger was adopted, approved and authorized by each of the constituent entities in compliance with the laws of the state under which it is organized, and the persons signing this certificate on behalf of each of the constituent entities are duly authorized to do so.
VI.		STATUTORY AGENT
	The name and address of the surviving entity’s statutory agent upon whom any process, notice or demand may be served is:
	(name)				(street and number)
				, Ohio
	(city, village or township)				(zip code)
	(This item MUST be completed if the surviving entity is a foreign entity which is not licensed, registered or otherwise authorized to conduct business in the State of Ohio)
VII.		ACCEPTANCE OF AGENT
	The undersigned, named herein as the statutory agent for the above referenced surviving entity, hereby acknowledges and accepts the appointment of statutory agent for said entity.

154-MER                                                                                                                                                          Version: 7/15/99

Page 2 of 6

J. Kenneth Blackwell

Secretary of State

Signature of Agent

(The acceptance of agent must be completed by domestic surviving entities if through this merger the statutory agent for the surviving entity has changed, or the name agent differs in any way from the name currently on record with the Secretary of State.)

VIII.        STATEMENT OF MERGER

Upon filing, or upon such later date as specified herein, the merging entity/entities listed herein shall merge into the listed surviving entity

IX.           AMENDMENTS

The articles of incorporation, articles of organization, certificate of limited partnership or registration of partnership having limited liability (circle appropriate term) of the surviving domestic entity have been amended. Please see attached “Exhibit A.” (Please note, if there will be no change please state “no change”)

X.            QUALIFICATION OR LICENSURE OF FOREIGN SURVIVING ENTITY

A.The listed surviving foreign corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability desires to transact business in Ohio as a foreign corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability, and hereby appoints the following as its statutory agent upon whom process, notice or demand against the entity may be served in the state of Ohio. The name and complete address of the statutory agent is:

(name)		(Street and number)
	, Ohio
(city, village or township)			(zip code)

The subject surviving foreign corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability irrevocably consents to service of process on the statutory agent listed above as long as the authority of the agent continues, and to service of process upon the Secretary of State of Ohio if the agent cannot be found, if the corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability fails to designate another agent when required to do so, or if the foreign corporation’s, bank’s, savings bank’s, savings and loan’s, limited liability company’s, limited partnership’s, or partnership having limited liability’s license or registration to do business in Ohio expires or is canceled.

B.The qualifying entity also states as follows: (Complete only if applicable)

1.Foreign Notice Under Section 1703.031

(If the qualifying entity is a foreign bank, savings bank, or savings and loan, then the following information must be completed.)

(a.)  The name of the Foreign Nationally/Federally chartered bank, savings bank, or savings and loan association is

(b.)  The name(s) of any Trade Name(s) under which the corporation will conduct business:

(c.)  The location of the main office (non-Ohio) shall be:

(street address)
(city, township, or village)	(county)	(state)	(zip code)

Page 3 of 6

J. Kenneth Blackwell

Secretary of State

(d.)  The principal office location in the state of Ohio shall be;

(street address)
(city, township, or village)	(county)	(state)	(zip code)

(Please note, if there will not be an office in the state of Ohio, please list none.)

(e.)  The corporation will exercise the following purpose(s) in the state of Ohio:

(Please provide a brief summary of the business to be conducted; a general clause is not sufficient)

2.Foreign Qualifying Limited Liability Company

(If the qualifying entity is a foreign limited liability company, the following information must be completed.)

(a.)  The name of the limited liability company in its state of organization/registration is

(b.)  The name under which the limited liability company desires to transact business if Ohio is

(c.)  The limited liability company was organized or registered on

under the laws of the state/country of

(d.)  The address to which interested persons may direct requests for copies of the articles of organization, operating agreement bylaws, or other charter documents of the company is:

(street address)
(city, township, or village)	(state)	(zip code)

3.Foreign Qualifying Limited Partnership

(If the qualifying entity is a foreign limited partnership, the following information must be completed)

(a.)  The name of the limited partnership is

(b.)  The limited partnership was formed on

(c.)  The address of the office of the limited partnership in its state/country of organization is:

(street address)
(city, township, or village)	(county)	(state)	(zip code)

(d.)  The limited partnership principal office address is:

(street address)
(city, township, or village)	(county)	(state)	(zip code)

(e.)  The names and business or residence addresses of the General partners of the partnership are as follows:

Name	Address
(If insufficient space to cover this item, please attach a separate sheet listing the general partners and their respective addresses)

Page 4 of 6

(f.)The address of the office where a list of the names and business or residence addresses of the limited partners and their respective capital contributions is to be maintained is:

(Street address)
(city, township, or village)	(county)	(state)	(zip code)

The limited partnership hereby certifies that it shall maintain said records until the registration of the limited partnership in Ohio is canceled or withdrawn.

4.Foreign Qualifying Partnership Having Limited Liability`

(a.)   The name of the partnership shall be

(b.)   Please complete the following appropriate section (either item b(l) or b(2)):

(1.)  The address of the partnership’s principal office in Ohio is:

(street name and number)
	, ohio
(city, village or township)		(zip code)

(If the partnership does not have a principal office in Ohio, then items b2 and item c must be completed)

(2.)  The address of the partnership’s principal office (Non-Ohio):

	(Street address)
(city, township, or village)		(state)	(zip code)

(c.)   The name and address of a statutory agent for service of process in Ohio is as follows:

(name)		(street and number)
	, ohio
(city, village or township)			(zip code)

(d.)   Please indicate the state or jurisdiction in which the Foreign Limited Liability Partnership has been formed

(e.)   The business which the partnership engages in is:

The undersigned constituent entities have caused this certificate of merger to be signed by its duly

authorized officers, partners and representatives on the date(s) stated below.

REM OHIO WAIVERED SERVICES, INC.		REM OHIO RESIDENTIAL SERVICES, INC.
(Exact name of entity)		(Exact name of entity)
By	/s/ Thomas E. Miller	By	/s/ Thomas E. Miller
Its:	President	Its:	President
Date:	November 16, 2000	Date:	November 16, 2000

154-MER                                                                                                                                                          Version: 7/15/99

Page 5 of 6

REM OHIO WAIVERED SERVICES, INC.	REM OHIO RESIDENTIAL SERVICES II, INC.
An Ohio corporation	an Ohio corporation
(Surviving Corporation)	(Merged Corporation)

By	/s/ Craig R. Miller	By	/s/ Craig R. Miller
Craig R. Miller		Craig R. Miller
Its Secretary    Nov 16, 2000		Its Secretary    Nov 16, 2000

(Exact name of entity) (Exact name of entity)

By:	By:
Its:	Its:
Date:	Date:
(Exact name of entity)	(Exact name of entity)
By:	By:
Its:	Its:
Date:	Date:
(Exact name of entity)	(Exact name of entity)
By:	By:
Its:	Its:
Date:	Date:
(Exact name of entity)	(Exact name of entity)
By:	By:
Its:	Its:
Date:	Date:
(Exact name of entity)	(Exact name of entity)
By:	By:
Its:	Its:
Date:	Date:
(Exact name of entity)	(Exact name of entity)
By:	By:
Its:	Its:
Date:	Date:

Page 6 of 6

[SEAL] Prescribed by J. Kenneth Blackwell
Please obtain fee amount and mailing instructions from the Forms Inventory List (using the 3 digit form # located at the bottom of this form). To obtain the Forms Inventory List or for assistance, please call Customer Service:
Central Ohio: (614)-466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453) Expedite this Form
ý Yes

CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO ARTICLES OF

REM Ohio Waivered Services, Inc.

(Name of Corporation)

802408

(charter number)

Craig R. Miller, who is the Vice President

(name)                                   (title)

of the above named Ohio corporation organized for profit, does hereby certify that: (Please check the appropriate box and complete the appropriate statements.)

o	a meeting of the shareholders was duly called and held on               , at which meeting a quorum the shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitling them to exercise                % of the voting power of the corporation.
ý	in a writing signed by all the shareholders who would be entitled to notice of a meeting held for that purpose, the following resolution to amend the articles was adopted:
	RESOLVED that effective January 1, 2001, the number of shares authorized to be issued for the Corporation be increased to 11,000 shares.

SECRETARY OF STATE

2001 MAY 31  P14:30

CLIENT SERVICE CENTER

IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the corporation, has hereunto
subscribed his name on May 16, 2001.

(his/her)                     (date)

Signature:	/s/ Craig R. Miller
Title:	Vice President

125-AMDS Page 1 of 1 Version: July 15, 1999

EX-3.118

Exhibit 3.118

CODE OF REGULATIONS

OF

REM-OHIO WAIVERED SERVICES, INC.

ARTICLE I

Offices

Section 1.  Principal Executive Office. The principal office of the corporation shall be in the City of Cleveland, County of Cuyahoga, Ohio.

Section 2. Registered Office. The location and address of the registered office of the corporation is 815 Superior Avenue, N.E., Cleveland, Ohio. The registered office need not be identical with the principal office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Ohio as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at 6921 York Avenue South, Edina, Minnesota, unless some other place for any such meeting within or without the State of Ohio be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held at 6921 York Avenue South, Edina, Minnesota.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation shall be held on an annual basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. When the annual meeting is not held or directors are not elected thereat, they may be elected at a special meeting called for that purpose. At the annual meeting of shareholders, the corporation shall present to the shareholders such statements regarding the financial condition of the corporation as may be required by law or approved by the Board of Directors.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the Chairman of the Board, the President, or by the Vice President in the absence of the President, by the Secretary, by the Board of Directors by action at a meeting, or by a majority of the directors acting without a meeting. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than twenty-five percent (25%) of the voting shares of the corporation by delivering to the President or Secretary a written demand for a special meeting, which demand shall contain the purposes of the meeting. Upon request in writing delivered either in person or by registered mail to the President or Secretary by any persons entitled to call a meeting of shareholders, such officer shall forthwith cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than seven (7) nor more than sixty (60) days after the receipt of such request, as such officer may fix. If such notice is not given within fifteen (15) days after the delivery or mailing of such request, the persons calling the meeting may fix the time of meeting and give notice thereof as provided in Section 4 below, or cause such notice to be given by any designated representative. Within seven (7) days after the receipt of a written demand for a special meeting of shareholders by the President or Secretary, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than sixty (60) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, place and purposes of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, place and purposes thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, shall be given to each shareholder of record entitled to vote at such meeting not less than seven (7) nor more than sixty (60) days prior to the date of such meeting, by or at the direction of the President or the Secretary.

Notices of meeting shall be given to each shareholder entitled thereto by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting, in writing, which

writing shall be filed with or entered upon the records of the meeting. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects prior to or at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall comport with applicable law, shall be a date not earlier than the date on which the record date is fixed, and shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include a telegram or cablegram appearing to have been transmitted by the shareholder appointing such proxy, or a photographic, photostatic, or equivalent reproduction of a writing appointing a proxy), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. Every appointment of a proxy shall be revocable unless such appointment is coupled with an interest or as otherwise provided by law. A revocable appointment of a proxy is not revoked by the death or incompetence of the maker unless notice in writing of such death or incompetency is received from the executor or administrator of the estate of the maker or from the fiduciary having control of the shares with respect to which the proxy was appointed, by the corporation before the vote is taken or the authority granted is

otherwise exercised. An appointment, of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose. Such written action shall be effective when signed by all of the shareholders who would be entitled to such notice or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these Regulations.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be three, provided that where all shares of the corporation are owned of record by one or two shareholders, the number of directors may be less than three but not less than the number of shareholders. Subject to the foregoing, the number of directors which shall constitute the whole Board of Directors may be fixed or changed from time to time at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares which are represented at the meeting and entitled to vote on the proposal, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 7 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders. Provisional directors may be appointed if necessary as provided by applicable law.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, annual meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the Chairman of the Board, the President, any Vice President, or by any two directors, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Ohio, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. Except where a meeting of directors is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, two (2) days’ notice of meetings of the Board of Directors, stating the date, place, and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at 6921 York Avenue South, Edina, Minnesota. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these Regulations for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, in writing, which writing shall be filed with or entered upon the records of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects prior to or at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until quorum is present.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these Regulations.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors or any vacancy may be filled by a majority vote of the directors serving at the time of such increase. Any newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and

qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these Regulations, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors, except that, unless all the directors are removed, no individual director shall be removed if the votes of a sufficient number of shares are cast against his removal that, if cumulatively voted at an election of all the directors, would be sufficient to elect at least one director. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article.

Section 8. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 9. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint a Chairman of the Board, one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these Regulations, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation, except the Chairman of the Board, who shall be a director. Any number of offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the Articles of Incorporation or these Regulations to be executed, acknowledged or verified by two or more officers.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shareholders when present, and shall have the general powers and duties usually vested in a Chairman.

Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when the Chairman of the Board is absent, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 6. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the Chairman, the President or the Board of Directors may from time to time prescribe.

Section 8. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the Chairman, the President or the Board of Directors may from time to time prescribe.

Section 9. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and

Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Ohio, (c) the name of the person to whom it is issued, (d) the number and class of shares, and the designation of the series, if any, that the certificate represents, and (e) on the face or back of the certificate: (1) the express terms, if any, of the shares represented by the certificate and of the other class or classes and series of shares, if any, which the corporation is authorized to issue; or (2) a summary of such express terms; or (3) that the corporation will mail to the shareholder a copy of such express terms without charge within five days after receipt of written request therefore; or (4) that a copy of such express terms is attached to and by reference made a part of such certificate and that the corporation will mail to the shareholder a copy of such express terms without charge within five days after receipt of written request therefore if the copy has become detached from the certificate. All restrictions on the right to transfer shares must be set forth on the face or back of the certificate. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the Chairman of the Board or the President or a Vice President and by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer. If a certificate is countersigned (1) by a transfer agent or an assistant transfer agent or (2) by an incorporated transfer agent or registrar, the signature of any of such officers may be a facsimile, engraved, stamped, or printed. If a person signs or has a facsimile signature placed upon a certificate while an officer of the corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is delivered, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by

his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these Regulations may be altered or amended by the shareholders at a meeting held for such purpose, by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation on such proposal, or may be adopted without a meeting by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power on such proposal.

*              *              *              *              *

The undersigned, Secretary of REM-Ohio Waivered Services, Inc., an Ohio corporation, does hereby certify that the foregoing Regulations are the Regulations adopted for the corporation by its shareholders at a meeting held on the 12 day of September, 1991.

/s/ Craig R. Miller

Secretary

EX-3.119

Exhibit 3.119

FEE: $1.00 per $1,000.00 On Authorized Capital MINIMUM FEE:  $50.00		FILED
	CERTIFICATE OF INCORPORATION	SEP 15 1997
	(PROFIT)
FILE IN DUPLICATE		OKLAHOMA SECRETARY OF STATE
PRINT CLEARLY		FOR OFFICE USE ONLY

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

1.The name of this corporation is:

REM-Community Services of Oklahoma, Inc.

(Please refer to procedure sheet for statutory words required to be included in the corporate name.)

2.The address of the registered office in the state of oklahoma and the name of the registered agent at such address are:

THE CORPORATION COMPANY, 735 First National Building, Oklahoma City, Oklahoma				73102
NAME	NUMBER & STREET ADDRESS (P.O. BOXES ARE NOT ACCEPTABLE.)	CITY	COUNTY	ZIP CODE

3.The duration of the corporation is:  perpetual

(Perpetual unless otherwise stated)

4.The purpose or purposes for which the corporation is formed are:

To engage in any lawful act or activity for which corporations may be organized under the general corporation law of Oklahoma

5.The aggregate number of shares which the corporation shall have authority to issue, the designation of each class, the number of shares of each class, and the par value of the shares of each class are as follows:

NUMBER OF SHARES	SERIES		PAR VALUE PER SHARE (Or, if without par value, so state)
Common 50,000			$1.00
Preferred
TOTAL NO. SHARES: 50,000		TOTAL AUTHORIZED CAPITAL: $50,000.00
(OKLA. - 209 - 11/1/86)

6.             If the powers of the incorporator(s) are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors:

NAME	MAILING ADDRESS	CITY	STATE	ZIP CODE
Thomas E. Miller	6921 York Avenue South	Edina	Minnesota	55433
Craig R. Miller	6921 York Avenue South	Edina	Minnesota	55433
Douglas V. Miller	6921 York Avenue South	Edina	Minnesota	55433

7.             The name and mailing address of the incorporator(s):

NAME	MAILING ADDRESS	CITY	STATE	ZIP CODE
Nancy Roetman Menzel	33 South Sixth Street, Suite 3400	Minneapolis	Minnesota	55402
Nancy G. Barber Walden	33 South Sixth Street, Suite 3400	Minneapolis	Minnesota	55402

8.             See Attachment: A

I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Oklahoma, do make, file and record this Certificate, and do certify that the facts herein stated are true, and have accordingly hereunto set my hand this 11 day of September, 1997.

/s/ Nancy R. Menzel

Signature

/s/ Nancy G. Barber Walden

Signature

(SOS FORM 0002-11/86)

ATTACHMENT A
TO
CERTIFICATE OF INCORPORATION
OF
REM-COMMUNITY SERVICES OF OKLAHOMA, INC.

8.Directors of the corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for any breach of the director’s duty of loyalty to the corporation or its shareholders; or for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or under Section 1053 of Title 18 of the Oklahoma General Corporation Act.

FEE: $50.00		F I L E D
(Minimum)
	AMENDED	MAR - 2 1998
FILE IN DUPLICATE	CERTIFICATE OF INCORPORATION
PRINT CLEARLY	(After Receipt of Payment of Stock)	OKLAHOMA SECRETARY
		OF STATE
SOS CORP. KEY:
		FOR OFFICE USE ONLY
DB 590395-001

PLEASE NOTE:  This form MUST be filed with a letter from the Oklahoma Tax Commission stating the franchise tax has been paid for the current fiscal year.  If the authorized capital is increased in excess of fifty thousand dollars ($50, 000.00), the filing fee shall be an amount equal to one-tenth of one percent (1/10 of 1%) of such increase.

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA, 101 State Capitol Bldg., Oklahoma City, OK 73105:

The undersigned Oklahoma corporation, for the purpose of amending its certificate of incorporation as provided by Section 1077 of the Oklahoma General Corporation Act, hereby certifies:

1.  A. The name of the corporation is:  REM-Community Services of Oklahoma, Inc.

B. As amended: The name of the corporation has been changed to:  REM-Oklahoma Community Services, Inc.

2.  A.  No change, as filed ý.

B. As amended:  The address of the registered office in the State of Oklahoma and the name of the registered agent at such address is:

NAME	STREET ADDRESS	CITY	COUNTY	ZIP CODE
	(P.O. BOXES ARE NOT ACCEPTABLE)

3.  A. No Change, as filed ý.

B. As amended:  The duration of the corporation is:

4.  A. No Change, as filed ý.

B. As amended:  The purpose or purposes for which the corporation is formed are:

5.  A. No change, as filed ý.

B. As amended: The aggregate number of the authorized shares, itemized by class, par value of shares, shares without par value, and series, if any, within a class is:

NUMBER OF SHARES	SERIES	PAR VALUE PER SHARE
Common
Preferred
TOTAL NO. SHARES:	TOTAL AUTHORIZED CAPITAL:

That at a meeting of the Board of Directors, a resolution was duly adopted setting forth the foregoing proposed amendment (s) to the Certificate of Incorporation of said corporation, declaring said amendment(s) to be advisable and calling a meeting of the shareholders of said corporation for consideration thereof.

That thereafter, pursuant to said resolution of its Board of Directors, a meeting of the shareholders of said corporation was duly called and held, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment(s).

SUCH AMENDMENT (S) WAS DULY ADOPTED IN ACCORDANCE WITH 18 O.S., 11077.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by its              President and attested by its                    Secretary, this 16 day of February, 1998.

		Thomas E. Miller
		By	President
		Thomas E. Miller
		(PLEASE PRINT NAME)
ATTEST:
Craig R. Miller
	Secretary
Craig R. Miller
(PLEASE PRINT NAME)

(SOS FORM 0004-11/86)

MINIMUM FEE: $50.00 If the authorized capital is increased in excess of fifty thousand dollars ($50,000.00), the filing fee shall be an amount equal to one-tenth of one percent (1/10th of 1%) of such increase.		FILED
		AUG - 8 2000
		OKLAHOMA SECRETARY
		OF STATE
	AMENDED
FILE IN DUPLICATE	CERTIFICATE OF INCORPORATION
	(AFTER RECEIPT OF PAYMENT OF STOCK)
PRINT CLEARLY

TO:OKLAHOMA SECRETARY OF STATE
2300 N. Lincoln Blvd. Room 101, State Capital Building
Oklahoma City, Oklahoma 73105-4897
(405)-522-4560

PLEASE NOTE: This form MUST be filed with a letter from the Oklahoma Tax Commission, Franchise Tax Department, stating that the franchise tax, due yearly, has been paid for the current fiscal year.

The undersigned Oklahoma corporation, for the purpose of amending its certificate of incorporation as provided by Section 1077 of the Oklahoma General Corporation Act, hereby certifies:

1.		A.	The name of the corporation is:
		REM-Oklahoma Community Services, Inc.
		B.	As amended: The name of the corporation has been changed to:
		REM Oklahoma Community Services, Inc.
(Please Note: The new name of the corporation MUST contain one of the following words: association, company, corporation, club, foundation, fund, incorporated, institute, society, union, syndicate or limited or one of the abbreviations co., corp., inc., or ltd.)
2.		The name of the registered agent and the street address of the registered office in the State of Oklahoma is:
Name of Agent				Street Address		City	County	Zip Code
(P.O. BOXES ARE NOT ACCEPTABLE)
3.	The duration of the corporation is				perpetual

RECEIVED

OK SEC. OF STATE

AUG - 8 2000

4.             The aggregate number of the authorized shares, itemized by class, par value of shares, shares without par value, and series, if any, within a class is:
NUMBER OF SHARES		SERIES (If any)	PAR VALUE PER SHARE (Or, if without par value, so state)
COMMON
PREFERRED
5.	Set forth clearly any and all amendments to the certificate of incorporation which are desired to be made:

ARTICLE I

The name of this Corporation shall be REM Oklahoma Community Services, Inc.

That at a meeting of the Board of Directors, a resolution was duly adopted setting forth the foregoing proposed amendment(s) to the Certificate of Incorporation of said corporation, declaring said amendment(s) to be advisable and calling a meeting of the shareholders of said corporation for consideration thereof.

That thereafter, pursuant to said resolution of its Board of Directors, a meeting of the shareholders of said corporation was duly called and held, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment(s).

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by its President or Vice President and attested by its Secretary or Assistant Secretary, this 13 day of July 19 2000.

		Thomas Miller
		By	President
		Thomas Miller
		(PLEASE PRINT NAME)
ATTEST:
Craig R. Miller
By	Secretary
Craig R. Miller
(PLEASE PRINT NAME)

(SOS FORM 004-10/98)

FILING FEE $25.00		FILED
FILE IN DUPLICATE		OKLAHOMA SECRETARY
		OF STATE
PRINT CLEARLY
DB 590395-003	CHANGE OR DESIGNATION	FILED
	OF
	REGISTERED AGENT	AUG 18 2000
	AND/OR
	REGISTERED OFFICE	OKLAHOMA SECRETARY
	(OKLAHOMA CORPORATION)	OF STATE

TO:OKLAHOMA SECRETARY OF STATE
2300 N. Lincoln Blvd. Room 101, State Capital Building
Oklahoma City, Oklahoma 73105-4897
(405)522-4560

PLEASE NOTE:  This form MUST be filed with a letter from the Oklahoma Tax Commission, Franchise Tax Department, stating that the franchise tax, due yearly, has been paid for the current fiscal year.

The undersigned, for the purpose of changing its registered agent and/or registered office pursuant to Section 1023/1026 of the Oklahoma General Corporation Act, hereby certifies:

1.	The name of the corporation is:	REM-Oklahoma Community Services, Inc.
2.	The name of the registered agent and the street address of the registered office in the State of Oklahoma is:

Larry Dillon	518 West Maple	Enid		73701
Name of Agent	Street Address	City	County	Zip code
(P.O. BOXES ARE NOT ACCEPTABLE)

1051522

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by its President or Vice President and attested to by its Secretary or Assistant Secretary, this 11^th day of August 2000.

			Douglas V. Miller
			By	President
			Douglas V. Miller
			(PLEASE PRINT NAME)
ATTEST:
Craig R. Miller		RECEIVED
By	Secretary	OK SEC. OF STATE
Craig R. Miller		AUG 18 2000
(PLEASE PRINT NAME)

(SOS FORM 0056-10/98)

EX-3.120

Exhibit 3.120

BY-LAWS

OF

REM-COMMUNITY SERVICES OF OKLAHOMA, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is c/o The Corporation Company, 735 First National Building, Oklahoma City, Oklahoma 73102. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Oklahoma as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Oklahoma be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If an annual meeting is not held within 30 days after the date designated therefore, or if no date has been designated for a period of 13 months, the district court may summarily order a meeting to be held upon application of any shareholder or director. The shares of stock represented at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such

meeting. The district court may issue such orders as maybe appropriate, including, without limitation, orders designating the time and place of such meeting, the record date for determination of shareholders entitled to vote, and the form of notice of such meeting.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting which is held within thirty (30) days after adjournment, and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an

item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event precede the date on which the resolution fixing the record date is adopted by the Board of Directors, nor be more than sixty (60) days nor less than ten (10) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting provided the meeting is held within 30 days after adjournment. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than three (3) years after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Certificate of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action, provided written consents signed by all shareholders entitled to vote thereon are delivered to the registered office, to the principal place of business, or to the Secretary of the corporation within 60 days of the earliest of such consents.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Certificate of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Certificate of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, annual meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Oklahoma, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or

persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Certificate of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding, a majority of the shares entitled to vote at an election of

directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members shall be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of

offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall,

in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Oklahoma, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the chairman or vice-chairman of the Board of Directors, or the President or Vice President, and by the Treasurer or an Assistant Treasurer or Secretary, or an Assistant Secretary. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares and, if a loan or guarantee of the obligation of, any officer or employee of the corporation or a subsidiary, may reasonably be expected to benefit the corporation.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for

equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Certificate of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

The undersigned, Secretary of REM-Community Services of Oklahoma, Inc., an Oklahoma corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its initial Board of Directors as named in the Certificate of Incorporation at a meeting held on the 6th day of October, 1997.

  /s/ Craig R. Miller

  Secretary

EX-3.121

Exhibit 3.121

2820140

ARTICLES OF INCORPORATION

OF

REM PENNSYLVANIA COMMUNITY SERVICES, INC.

The undersigned, being of full age and in compliance with the requirements of the applicable provisions of Pennsylvania Consolidated Statutes, for the purpose of forming a corporation for profit under the Pennsylvania Business Corporation Act of 1988, does hereby adopt the following Articles of Incorporation:

ARTICLE I

Name

The name of this corporation shall be REM Pennsylvania Community Services, Inc.

ARTICLE II

Registered Office

The location and address of this corporation’s initial registered office in this state shall be c/o CT Corporation System, Philadelphia county.  Philadelphia county shall be deemed the county in which the corporation is located for venue and official publication purposes.

ARTICLE III

Incorporation

The corporation is incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988.

ARTICLE IV

Authorized Capital

The total authorized number of shares of this corporation is One Million (1,000,000) shares.  All common stock shall have the par value of one cent ($.01) per share.  The Board of Directors has the authority to divide the authorized and unissued into classes or series of shares and to fix the relative

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rights (including voting rights), designations, preferences, and limitations of any such different class or series.

ARTICLE V

Cumulative Voting Prohibition

Shareholders shall have no rights of cumulative voting.

ARTICLE VI

Preemptive Rights Prohibition

Shareholders shall have no rights, preemptive or otherwise, to acquire any party of any unissued shares or other securities of this corporation or any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VII

Incorporator

The name and address of the incorporator of this corporation is:

Scott A. Hendrickson

33 South Sixth Street

3400 City Center

Minneapolis, Minnesota 55402

ARTICLE VIII

Limitation of Director Liability

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for any action taken unless: (i) the director has breached or failed to perform the duties of this office under Chapter 17, Subpart B of the Pennsylvania Business Corporation Law of 1988 or (ii) the action taken is a breach or failure to perform that constitutes self-dealing, willful misconduct or recklessness.  If the Pennsylvania Business Corporation Law of 1988 hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the

2

fullest extent permitted by the Pennsylvania Business Corporation Law of 1988, as amended.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE IX

By-Laws

The power to adopt, amend or repeal the by-laws of this corporation is hereby conferred upon the Board of Directors; provided, however, that the Board of Directors shall not have the authority to adopt, amend or repeal a by-law on any subject that is committed expressly to the shareholders by any provision of the Pennsylvania Business Corporation Law of 1988.  The power of the Board of Directors of this corporation to adopt, amend or repeal the by-laws of this corporation shall be subject to the power of the shareholders of this corporation to adopt, amend or repeal such by-laws.

ARTICLE X

Management of the Corporation

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its board of directors, except that this corporation and its shareholders may enter into any written agreement concerning the management of the business and affairs of the corporation at this corporation and its shareholders deem necessary or appropriate for the management of the business and affairs of the corporation.  In the event of any conflict between the terms of such agreement, if any, and the terms of this Article X, the terms of such agreement shall take precedence over the terms of this Article X.

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IN WITNESS WHEREOF, the undersigned has signed these Articles of Incorporation this 3^rd day of June, 1998.

/s/ Scott A. Hendrickson

Scott A. Hendrickson

4

Microfilm Number

200664-1445

Filed with the Department of State on

AUG 22 2000

Entity Number

2820140

/s/

Secretary of the Commonwealth

STATEMENT OF CHANGE OF REGISTERED OFFICE

DSCB: 15-1507-4144/5507/8144/8506 (Rev 90)

Indicate type of entity (check one):

ý

Domestic Business Corporation (15 Pa.C.S. § 1507)

o

Foreign Nonprofit Corporation (15 Pa.C.S. § 614)

o

Foreign Business Corporation (15 Pa.C.S. § 4144)

o

Domestic Limited Partnership (15 Pa.C.S. § 8506)

o

Domestic Nonprofit Corporation (15 Pa.C.S. § 5507)

In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations) the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:

1.

The name of the corporation or limited partnership is:

REM Pennsylvania Community Services, Inc.

2.

The (a) address of this corporation’s or limited partnership’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is: (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)

1635 Market Street

Philadelphia

PA

19103

Philadelphia

Number and Street

City

State

Zip

County

(b) c/o:

CT Corporation System

Philadelphia

Name of Commercial Registered Office Provider

County

For a corporation or a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation or limited partnership is located for venue and official publication purposes.

3.

(Complete part (a) or (b)):

(a)

The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is:

3157 Mount Morris Road, Suite 104

Waynesburg

Pennsylvania

15370

Greene

Number and Street

City

State

Zip

County

(b)

The registered office of the corporation or limited partnership shall be provided by:

c/o:

Name of Commercial Registered Office Provider

County

For a corporation or a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation or limited partnership is located for venue and official publication purposes.

4.	(Strike out if a limited partnership): Such change was authorized by the Board of Directors of the corporation.
IN TESTIMONY WHEREOF, the undersigned corporation of limited partnership has caused this statement to be signed by a duly authorized officer thereof this 12 day of June 19, 2000.
				REM Pennsylvania Community Services, Inc.
						(Name of Corporation/Limited Partnership)
			BY:	/s/ Thomas E. Miller
				(Signature)
		TITLE:			Thomas E. Miller - President

EX-3.122

Exhibit 3.122

BY-LAWS

OF

REM PENSYLVANIA COMMUNITY INC.

TABLE OF CONTENTS

1

2

BY-LAWS

OF

REM PENNSYLVANIA COMMUNITY HEALTH SERVICES, INC.

ARTICLE 1. Offices

1.1 Registered Office. The registered office of the corporation shall be located within the State of Pennsylvania as set forth in the Articles of Incorporation. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

1.2 Other Offices. The corporation may have other offices, including its principal business office, at such places inside and outside the State of Pennsylvania as the Board of Directors may determine from time to time.

ARTICLE 2. Meetings of Shareholders

2.1 Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting inside or outside the State of Minnesota is designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office of the corporation is located.

2.2 Annual Meeting. An annual meeting of the shareholders of this corporation shall be held in each calendar year. The date, time and place of such meetings shall be designated by the Board of Directors in the notice of such meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If an annual meeting of shareholders has not been held for a period of six (6) months after the time designated for such annual meeting, any shareholder may call an annual meeting of shareholders at any time thereafter.

2.3 Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called at any time by the chief executive officer, by the acting chief executive officer in the absence of the chief executive officer, by the chief financial officer, by the Board of Directors, or by the shareholders entitled to cast at least twenty percent (20%) of the votes that all shareholders are entitled to cast at such meeting.

Any person who has called a special meeting shall make a written request to the secretary of the corporation to fix the time of such meeting. It shall be the duty of the secretary of the corporation to fix the time of the meeting, which meeting shall be held not more than sixty (60) days after the receipt of such request. If the secretary of the corporation refuses to fix the time of the meeting, the person or persons calling the meeting may do so.

Business transacted at any special meeting of the shareholders shall be limited to the purpose or purposes stated in the notice of the meeting. Any business transacted at any special meeting of the shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

2.4 Notice of Meetings. Except when a meeting of shareholders is an adjourned meeting for which a new record date has not been established and the date, time, and place of such meeting were announced at the time of the original meeting or any adjournment of the original meeting, notice of all meetings shall be given to every holder of shares entitled to vote. Such notice shall contain the date, time, and place of the shareholder meeting and any other information required by law. In the case of a special meeting, the notice shall contain a statement of the purposes of the meeting. The notice may also contain any other information deemed necessary or desirable by the Board of Directors or by any other person or persons calling the meeting. The location of any meeting of shareholders shall be established by the person or persons calling the meeting.

Unless a different minimum notice period has been fixed by applicable law, the Articles of Incorporation, or these By-Laws, notice of all meetings, shall be given not less than five (5) nor more than sixty (60) days before the date of the meeting.

In the event that a plan of merger or consolidation, a plan of exchange, or a plan of asset transfer is to be considered at a meeting of shareholders, written notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than ten (10) nor more than sixty (60) days before the date of the meeting. Such a notice shall contain the date, time, and place of the shareholder meeting, shall state that a purpose of such meeting is to consider such plan, and shall include a copy or a short description of such plan.

Notice of all meetings shall be given to each eligible shareholder either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answerback received) or courier service, charges prepaid, or by facsimile transmission, to such shareholder’s address (or to such shareholder’s telex, TWX or facsimile number) appearing on the books of the corporation for the purposes of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been give to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of telex or TWX, when dispatched.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting, if in writing and signed by the shareholder entitled to notice, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except when such shareholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.

2.5 Record Date. The Board of Directors may fix a date not more than ninety (90) days before the date of a meeting of shareholders as the date for the determination of the holders of shares entitled to notice of or entitled to vote at any meeting. When a date is so fixed, only shareholders on that date are entitled to notice of and permitted to vote at that meeting of shareholders. The Board of Directors may similarly fix a date for the determination of shareholders of record for any other purpose.

2.6 Quorum. The holders of a majority of the voting power of all shares of the corporation, present in person or represented by proxy, entitled to vote at a meeting shall constitute a quorum for the transaction of business at a meeting of the shareholders. Such a quorum is a prerequisite to the shareholders taking any action other than adjournment. In the absence of a quorum, the holders of a majority of the voting power, present in person or represented by proxy, may adjourn the meeting to a date, time, and place they shall announce at the time of adjournment. Any business that might have been

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transacted at the adjourned meeting had a quorum been present, may be transacted at the meeting held pursuant to such an adjournment, if a quorum is present at the meeting held pursuant to such an adjournment.

If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

2.7 Voting and Proxies. At each meeting of the shareholders, every shareholder shall be entitled to one vote for each share of capital stock held by such shareholder, except as may be otherwise provided in the Articles of Incorporation or the terms of the share or as may be required to provide for cumulative voting (if not denied by the Articles of Incorporation).

A shareholder may vote in person or by proxy. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation at or before the meeting at which the appointment is to be effective. The appointment of a proxy shall be valid for no more than three (3) years, unless a longer period is expressly provided in the appointment. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting.

The shareholders shall take action by the affirmative vote of the holders of a majority of the voting power of the shares present and entitled to vote, except when a different vote is required by law, the Articles of Incorporation, or these By-Laws.

2.8 Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by the shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon, and if signed by less than all shareholders shall not become effective until at lest ten (10) days written notice of the action taken has been give to each shareholder entitled to vote thereon who has not consented thereto.

ARTICLE 3. Directors

3.1 General Powers. Except as authorized by the shareholders pursuant to an agreement among the shareholders, the business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The Board of Directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

3.2 Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number which constituted the initial Board of Directors, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then holding office except upon compliance with the provisions of Section 3.8 of these By-Laws.

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Each director shall be elected at a regular meeting of shareholders except as provided in Sections 3.6 and 3.7. Such a director shall hold office until the next regular meeting of shareholders and thereafter until a successor is duly elected and qualified. Directors shall be natural persons, but need not be shareholders.

3.3 Meetings. Meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the chief executive officer, by the acting chief executive officer in the absence of the chief executive officer or by any director.

3.4 Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases, notice of meetings shall be given to each member of the Board of Directors by the person or persons calling such meeting. Such notice shall contain the date, time, and place of the meeting and any other information required by law or desired by the person or persons calling such meeting. Notice of all such meetings shall be given not less than three (3) days before the date of the meeting.

Notice of all meetings shall be given to each director either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answerback received) or courier service, charges prepaid, or by facsimile transmission, to such director’s address (or to such director’s telex, TWX or facsimile number) appearing on the books of the corporation for the purposes of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been give to the person entitled thereto when deposited in the United States mail or with telegraph office or courier service for delivery to that person or, in the case of telex or TWX, when dispatched.

Any director may waive notice of any meeting of directors. Waiver of notice shall be effective whether given before, at, or after the meeting, if in writing and signed by the director entitled to notice, or by attendance. Attendance by a director at a meeting is a waiver of notice of that meeting, except when such director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.

3.5 Quorum. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present at the meeting may adjourn the meeting from time to time until a quorum is present.

If a quorum is present when a duly called or held meeting is convened, the directors present at the meeting may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

3.6 Voting. The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting at the time the action is taken, except when a different vote is required by law, the Articles of Incorporation, or these By-Laws.

3.7 Vacancies and Newly Created Directorships. Any vacancy occurring on the Board of Directors resulting from the death, resignation, removal, or disqualification of a director, may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining

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directors may be less than a quorum. In addition, any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Each director elected by the Board of Directors to either fill a vacancy or a newly created directorship shall hold office until a qualified successor is elected by the shareholders at the next regular or special meeting of the shareholders.

3.8 Removal of Directors. Any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of the proportion or number of the voting power of the shares entitled to vote for the election of such director unless cumulative voting is permitted, in which case the affirmative vote required to remove a director shall be the larger number required by law. The shareholders may elect new directors at the same meeting at which directors are removed.

3.9 Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors which requires the approval of the shareholders, may be taken by written action signed by all of the directors then holding office.

3.10 Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation may participate in a meeting of the Board by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other. Such participation in a meeting pursuant to this Section 3.10 shall constitute presence in person at such meeting. Meetings held pursuant to this Section 3.10, however, are still subject to the notice, quorum, and voting requirements as provided in Sections 3.4, 3.5 and 3.6.

3.11 Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons. Such committees shall have the authority of the Board of Directors in the management of the business of the corporation only to the extent provided in the resolution and only to the extent provided by applicable law. Such committees, shall at all times be subject to the direction and control of the Board of Directors. Committee members shall be appointed by the affirmative vote of a majority of the directors present at any duly held meeting. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee.

In other matters of procedure, the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors. This shall include, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

ARTICLE 4. Officers

4.1 Number and Qualification. The officers of the corporation shall consist of one or more natural persons elected or appointed by the Board of Directors exercising the functions of the offices, however designated, of chief executive officer and chief financial officer. The Board of Directors may also elect or appoint such other officers and assistant officers as it may deem necessary for the operation and management of the corporation. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may be, but need not be, directors of the corporation. Any number of offices may be held by the same person.

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4.2 Term of Office. An officer shall hold office until a successor shall have been duly elected, unless prior thereto such officer shall have resigned or been removed from office as hereinafter provided.

4.3 Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the directors present. Any vacancy in an office of the corporation shall be filled by action of the Board of Directors.

4.4 Chief Executive Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the chief executive officer shall have general active management of the business of the corporation, in the absence of the Chairperson of the Board or if the office of Chairperson of the Board is vacant, shall preside at meetings of the shareholders and Board of Directors, shall see that all orders and resolutions of the Board of Directors are carried into effect, shall sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation, these By-Laws, or the Board of Directors to some other officer or agent of the corporation, may maintain records of and certify proceedings of the Board of Directors and shareholders, and shall perform such other duties as may from time to time be prescribed by the Board of Directors.

4.5 Chief Financial Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the chief financial officer shall keep accurate financial records for the corporation, shall deposit all moneys, drafts, and checks in the name of and to the credit of the corporation in such banks and depositories as the Board of Directors shall designate from time to time, shall endorse for deposit all notes, checks, and drafts received by the corporation as ordered by the Board of Directors, making proper vouchers therefore, shall disburse corporate funds and issue checks and drafts in the name of the corporation as ordered by the Board of Directors, shall render to the chief executive officer and the Board of Directors, whenever requested, an account of all such officer’s transactions as chief financial officer and of the financial condition of the corporation, and shall perform such other duties as may be prescribed by the Board of Directors or the chief executive officer from time to time.

4.6 Chairperson of the Board. The Board of Directors may elect a Chairperson of the Board who, if elected, shall preside at all meetings of the shareholders and of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

4.7 President. Unless otherwise determined by the Board of Directors, the President shall be the chief executive officer of the corporation. If an officer other than the President is designated chief executive officer, the President, if any, shall have such powers and perform such duties as the Board of Directors or the chief executive officer may prescribe from time to time.

4.8 Vice President(s). The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the Board of Directors or the chief executive officer may prescribe from time to time. In the absence of the President or in the event of the President’s death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

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4.9 Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. The Secretary shall keep the stock books of the corporation, when so directed by the Board of Directors or other person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors, and shall also perform such other duties and have such other powers as the Board of Directors or the chief executive officer may prescribe from time to time.

4.10 Treasurer. Unless otherwise determined by the Board of Directors, the Treasurer shall be the chief financial officer of the corporation. If an officer other than the Treasurer is designated chief financial officer, the Treasurer, if any, shall have such powers and perform such duties as the Board of Directors or the chief executive officer may prescribe from time to time.

4.11 Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the chief executive officer or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

4.12 Delegation. Unless prohibited by a resolution approved by the affirmative vote of a majority of the directors present, an officer elected or appointed by the Board of Directors may, without the approval of the Board of Directors, delegate some or all of the duties and powers of such person’s office to other persons.

ARTICLE 5. Certificates and Ownership of Shares

5.1 Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the Commonwealth of Pennsylvania, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors.

Such certificates shall be signed by the chief executive officer, by the chief financial officer, or, unless otherwise limited by resolution of the Board of Directors, by any other officer of the corporation. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such officer of the corporation may be a facsimile signature. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified.

The name and address of the person to whom the shares represented thereby are issued (with the number of shares and date of issue) shall be entered on the stock transfer books of the corporation. If the Articles of Incorporation establish more than one class or series of shares or authorize the Board of

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Directors to establish classes or series of shares, all certificates representing such shares shall set forth on the face or back of the certificate or shall state that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class or series authorized to be issued, so far as they have been determined, and the authority of the Board of Directors to determine the relative rights and preferences of subsequent classes or series.

All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new certificate may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

5.2 Transfer of Shares. The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by such holder’s legal representative, who shall furnish proper evidence of authority to transfer, or by such holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

5.3 Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then holding office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE 6. Contracts, Checks, and Deposits

6.1 Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

6.2 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

6.3 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE 7. Miscellaneous

7.1 Dividends. The Board of Directors from time to time may declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

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7.2 Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the corporation, for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation. The Board of Directors may modify or abolish any such reserve.

7.3 Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors.

7.4 Amendments. Except as limited by the Articles of Incorporation or applicable law and subject to the power of the shareholders to amend or repeal these By-Laws, these By-Laws may be amended or repealed by the Board of Directors.

*              *              *              *              *

The undersigned, Secretary of REM PENNSYLVANIA COMMUNITY SERVICES, INC., a Minnesota corporation, does hereby certify that the foregoing By-Laws are By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 23rd day of June 23, 1998.

/s/ Craig R. Miller

Craig R. Miller

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EX-3.123

Exhibit 3.123

ARTICLES OF INCORPORATION

OF

REM-RAMSEY, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Minnesota Statues Chapter 302A, does hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM-Ramsey, Inc.

ARTICLE II

The location and address of this corporation’s registered office in this state shall be 6921 York Avenue South, Edina, Minnesota 55435.

ARTICLE III

The total authorized number of shares of this corporation is One Million (1,000,000) shares, all of which shall be shares of common stock of the par value of one cent ($.01) per share.

ARTICLE IV

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VI

The name and address of the incorporator of this corporation is:

Nancy G. Barber Walden

3400 City Center

33 South Sixth Street

Minneapolis, Minnesota 55402

ARTICLE VII

The Board of Directors of this corporation shall consist of three (3) directors or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation.  A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Section 559 of the Minnesota Business Corporation Act (Minnesota Statues, Chap. 302A) or; (iv) liability for any transaction from which the director derived an improper personal benefit.  If Chapter 302A, the Minnesota Business Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act. 

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Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not

adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VIII

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors were present.

IN WITNESS WHEREOF, the undersigned has set his hand this 27 day of April, 1987.

			/s/ Nancy G. Barber Walden
			Incorporator
STATE OF MINNESOTA		)
		) ss.
COUNTY OF	Hennepin	)

The foregoing instrument was acknowledged before me this 27^th day of April, 1987, by Nancy G. Barber Walden.

		/s/ Kathryn L. Doughty
		Notary Public, Hennepin County, MN
		My Commission Expires: 8-8-91
STATE OF MINNESOTA
DEPARTMENT OF STATE
4/28/87-2	FILED
5822C	APR 29 1987

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ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
REM-RAMSEY, INC.

The undersigned, Robert E. Miller, President and Craig R. Miller, Secretary of REM-Ramsey, Inc., a Minnesota corporation, pursuant to Minnesota Statues Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on August 13, 1987.

RESOLVED, That the Articles of Incorporation of this corporation be amended by the addition thereto of the following Article IX:

ARTICLE IX

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability under Sections 302A.559 or 80A.23 of the Minnesota Statues, (iv) liability for any transaction from which the director derived an improper personal benefit, or (v) liability for any act or omission occurring prior to the date when this Article becomes effective.  If Chapter 302A, the Minnesota Business Corporation Act, hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

/s/ Robert E. Miller

Robert E. Miller, President

/s/ Craig R. Miller

Craig R. Miller, Secretary

Subscribed and sworn to

before me this 13 day

of August, 1987.

/s/ Lisa Ellis

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORAITON

OF

REM-RAMSEY, INC.

I, the undersigned, as Vice President of REM-Ramsey, Inc., a Minnesota corporation, do hereby certify that the shareholders of the corporation have unanimously resolved to amend the Articles of Incorporation in accordance with the following resolution(s).

RESOLVED, That Article I of the Articles of Incorporation of this corporation be amended as follows:

ARTICLE I

The name of this corporation shall be REM Ramsey, Inc.

FURTHER RESOLVED, That Douglas V. Miller, the Vice President of this corporation, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution(s) and to cause such Articles of Amendment to be filed with the office of the Secretary of State of the State of Minnesota.

I FURTHER CERTIFY that the foregoing amendment has been adopted pursuant to chapter 302A, Minnesota Statutes.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 23^rd day of December, 1999.

/s/ Douglas V. Miller

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EX-3.124

Exhibit 3.124

BY-LAWS

OF

REM-RAMSEY, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders holding not less than three percent (3%) of all voting shares of the corporation may call a regular meeting of shareholders by delivering to the President or Treasurer a written demand for a regular meeting. Within thirty (30) days after the receipt of such written demand by the President

or Treasurer, the Board of Directors shall cause a regular meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than three (3) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given

orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Minnesota, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board

of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this

Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all the directors then in office or by all of the members of such committee, as the case may be, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such

other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1.  Certificates.  All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Minnesota, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership.  Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.  The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners.  Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments.  Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*              *              *              *              *

The undersigned, Secretary of REM-Ramsey, Inc., a Minnesota corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 21st day of May, 1987.

/s/ Craig R. Miller

Secretary

EX-3.125

Exhibit 3.125

ARTICLES OF MERGER

OF

REM-ROCHESTER, INC.

AND

REM-WILLOW CREEK, INC.

WITH AND INTO

REM-OLMSTED WAIVER, INC.

(to be known as REM RIVER BLUFFS, INC., after the merger)

Pursuant to the provisions of the Minnesota Business Corporation Act, the following Articles of Merger are executed on the date hereinafter set forth:

First: REM-Olmsted Waiver, Inc., REM-Rochester, Inc., and REM-Willow Creek, Inc., are each business corporations organized and existing under the laws of the State of Minnesota and are subject to the provisions of the Minnesota Business Corporation Law.

Second: REM-Olmsted Waiver, Inc., has issued and outstanding one hundred (100) shares of common stock. REM-Rochester, Inc., has issued and outstanding one hundred (100) shares of common stock. REM-Willow Creek, Inc., has issued and outstanding one hundred (100) shares of common stock.

Third: Annexed hereto as Exhibit A is a copy of the Agreement and Plan of Merger adopted by the boards of directors and shareholders of REM-Olmsted Waiver, Inc., REM-Rochester, Inc., and REM-Willow Creek, Inc., in compliance with Minnesota Statutes Section 302A.613.

Fourth: The effective date of the Merger provided for in the Agreement and Plan of Merger shall be January 1, 2000, at 12:01 a.m.

Executed at Minneapolis, Minnesota, on December 22nd, 1999.

REM-OLMSTED WAIVER, INC.

/s/ Thomas E. Miller

Thomas E. Miller

Its President

REM-ROCHESTER, INC.

/s/ Thomas E. Miller

Thomas E. Miller

Its President

REM-WILLOW CREEK, INC.

/s/ Thomas E. Miller

Thomas E. Miller

Its President

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

FOR THE MERGER

OF

REM-ROCHESTER, INC.

AND

REM-WILLOW CREEK, INC.

WITH AND INTO

REM-OLMSTED WAIVER, INC.

AGREEMENT AND PLAN OF MERGER, (the “Plan”), dated December 16, 1999, for the merger of REM-Rochester, Inc., a Minnesota corporation (“REM-Rochester”), and REM Willow Creek, Inc., a Minnesota corporation (“REM-Willow Creek”) (hereinafter collectively referred to as the “Merged Corporations”), with and into REM-Olmsted Waiver, Inc., a Minnesota corporation (which by reason of the merger will become REM River Bluffs, Inc., a Minnesota corporation) (the “Surviving Corporation”). (The Merged and Surviving Corporations may be collectively referred to as “Constituent Corporations”).

RECITALS

WHEREAS, the Constituent Corporations are corporations duly organized and existing under the laws of the State of Minnesota; and

WHEREAS, The Constituent Corporations desire to merge, subject to the conditions set forth herein.

NOW, THEREFORE, subject to the conditions set forth herein, the Constituent Corporations shall be merged into a single corporation, REM-Olmsted-Waiver, Inc., a Minnesota corporation and one of the Constituent Corporations, which shall continue its corporate existence and be the corporation surviving the merger. The terms and conditions of this merger (the “Merger”) and the manner of carrying the same into effect, are as follows:

ARTICLE I

Effective Date of the Merger

The Effective Date of the Merger shall be January 1, 2000, at 12:01 a.m. Upon the Effective Date of the Merger, the separate existences of the Merged Corporations shall cease and the Merged Corporations shall be merged into the Surviving Corporation.

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ARTICLE II

Articles of Incorporation;
Authorized Shares

As a consequence of the Merger, the Articles of Incorporation of the Surviving Corporation, shall be amended and restated in their entirety to read as annexed hereto as Schedule A, which shall be the Articles of Incorporation of the Surviving Corporation subsequent to the Merger until otherwise amended or repealed.

ARTICLE III

Bylaws; Registered Office

As a consequence of the Merger, the Bylaws of the Surviving Corporation, as amended to date, shall be the Bylaws of the Surviving Corporation after the Merger. The registered office of the Surviving Corporation as of the Effective Date of the Merger shall be the registered office of the Surviving Corporation after the Merger, to-wit: 6921 York Avenue South, Edina, Minnesota 55435.

ARTICLE IV

Directors and Officers

The directors and officers of the Surviving Corporation in office immediately prior to the Effective Date shall remain the directors and officers of the Surviving Corporation at and after the Effective Date of the Merger until their respective successors shall have been duly elected and qualified. The directors and officers of the Merged Corporation holding office on the Effective Date shall be deemed to have resigned effective as of the Effective Date.

ARTICLE V

Conversion of Shares in the Merger

The manner of carrying the Merger into effect, and the manner and basis of converting shares of the Constituent Corporations into shares of the Surviving Corporation shall be as set forth in Schedule B annexed hereto.

ARTICLE VI

Effect of the Merger

At the Effective Date of the Merger, the Surviving Corporation shall succeed to, without other transfer, act or deed of any person, and shall possess and enjoy, all the rights, privileges, immunities, powers and franchises, both of a public and private nature, of the Constituent

2

Corporations, and all property, real, personal, and mixed, including patents, trademarks, tradenames, and all debts due to either of the Constituent Corporations on whatever account, for stock subscriptions as well as for all other things in action or all other rights belonging to either of said corporations; and all said property, rights, privileges, immunities, powers and franchises, and all and every other interest shall be thereafter the property of the Surviving Corporation as effectively as they were of the respective Constituent Corporations, and the title of any real estate vested by deed or otherwise in either of said Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that all rights of creditors and all liens upon any property of either of said Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens prior to the Effective Date of the Merger, and all debts, liabilities, and duties of said Constituent Corporations, respectively, shall thenceforth attach to the Surviving Corporation and shall be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted in the first instance by the Surviving Corporation.

ARTICLE VII

Accounting Matters

The assets and liabilities of the Constituent Corporations as of the Effective Date of the Merger shall be taken up on the books of the Surviving Corporation at the amounts at which they were carried at that time on the books of the respective Constituent Corporations. The surplus of the Surviving Corporation after the Merger, including any surplus arising in the Merger, shall be available to be used for any lawful purposes for which surplus may be used. Accounting procedures and depreciation schedules and procedures of any Constituent Corporation may be converted to those procedures and schedules selected by the Surviving Corporation.

ARTICLE VIII

Filing of Plan of Merger

After the Plan of Merger has been adopted and approved by the Boards of Directors and shareholders of the Constituent Corporations in accordance with Section 302A.613 of the Minnesota Business Corporation Act, Articles of Merger shall be executed and delivered to the Secretary of State of the State of Minnesota for filing as provided by the Minnesota Business Corporation Act. The Constituent Corporations shall also cause to be performed all necessary acts within the State of Minnesota and elsewhere to effectuate the Merger.

3

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

	REM-OLMSTED WAIVER, INC.
	a Minnesota corporation
	(the Surviving Corporation)
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President
By	/s/ Craig R. Miller
	Craig R. Miller
	Its Secretary
	REM-ROCHESTER, INC.
	a Minnesota corporation
	(a Merged Corporation)
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President
By	/s/ Craig R. Miller
	Craig R. Miller
	Its Secretary
	REM-WILLOW CREEK, INC.
	a Minnesota corporation
	(a Merged Corporation)
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President
By	/s/ Craig R. Miller
	Craig R. Miller
	Its Secretary

4

SCHEDULE A

5

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

REM RIVER BLUFFS, INC.

(formerly known as REM-OLMSTED WAIVER, INC.)

6

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

REM RIVER BLUFFS, INC.

ARTICLE I

Name

The name of this corporation shall be REM River Bluffs, Inc.

ARTICLE II

Registered Office

The location and post office address of this corporation’s registered office in this state shall be 6921 York Avenue South, Edina, Minnesota 55435.

ARTICLE III

Authorized Capital

The total authorized number of shares of this corporation is Two Hundred Thousand (200,000) shares, all of which shall be shares of common stock of the par value of one cent ($0.01) per share. All shares of stock shall be equal in every respect. At all meetings of the shareholders, each shareholder of record entitled to vote thereat shall be entitled to one vote for each share (and a fractional vote for and equal to each fractional share) of stock standing in his or her name and entitled to vote at such meetings. Each outstanding fractional share shall have the rights provided in these Articles of Incorporation, the Bylaws of this corporation, and the laws of the State of Minnesota to which a full share of such stock is entitled, but in proportion which such fractional share bears to a full share of such stock.

ARTICLE IV

Cumulative Voting Prohibition

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Preemptive Rights Prohibition

Shareholders shall have no rights, preemptive or otherwise, under Minnesota Statutes Section 302A.413 (or similar provisions of future law) to acquire or purchase any part of any unissued stock or other securities of this corporation, or of any stock or other securities issued

and thereafter acquired by this corporation, before the corporation may offer them to other persons.

ARTICLE VI

Limitation of Director Liability

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Minnesota Statutes Section 302A.559 or on the sale of unregistered securities or securities fraud under Minnesota Statutes Section 80A.23; or (iv) liability for any transaction from which the director derived an improper personal benefit. If Minnesota Statutes Chapter 302A hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by Minnesota Statutes Chapter 302A, as amended. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VII

Director Action by Written Consent

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need to be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors are present.

SCHEDULE A

Conversion of Shares in the Merger

1. Stock of Surviving Corporation. At the Effective Date of the Merger, subject to Section 3 below, all shares of common stock of the Surviving Corporation issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 8002 shares of the common stock of the Surviving Corporation, par value $.01 per share.

2. Stock of Merged Corporations. At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM Metro Services issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 7.7598 shares of the common stock of the Surviving Corporation, par value $.01 per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM Greatland issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for .1224 shares of the common stock of the Surviving Corporation, par value $.01 per share.

EX-3.126

Exhibit 3.126

BY-LAWS

OF

BLOOMINGTON NORTHGATE OFFICE CENTER, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a Period of fifteen (15) months, one or more shareholders holding not less than three percent (3%) of all voting shares of the corporation may call a regular meeting of shareholders by delivering to the President or Treasurer a written demand for a regular meeting. Within thirty (30) days after the receipt of such written demand by the President or Treasurer, the Board of Directors shall cause a regular meeting of shareholders to be

called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than three (3) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver

of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Minnesota, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board

of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.’

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this

Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such

other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents.   The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Share

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Minnesota, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section. 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the

transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

****

The undersigned, Secretary of Bloomington Northgate Office Center, Inc., a Minnesota corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 8th day of December, 1989.

  /s/ Craig R. Miller

Secretary

EX-3.127

Exhibit 3.127

ARTICLES OF INCORPORATION

OF

REM-SILS OF IOWA, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Iowa Statues Chapter 496A, does hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM-SILS OF IOWA, INC.

ARTICLE II

The location and address of this corporation’s registered office and agent in this state shall be c/o CT Corporation System, 2222 Grand Avenue, Des Moines, Iowa 50312.

ARTICLE III

The purpose which the Corporation is authorized to pursue is, or includes the transaction of any or all lawful business for which the corporation may be incorporated under the Iowa Business Corporation Act.

ARTICLE IV

The total authorized shares of this corporation shall consist of Two Thousand Five Hundred (2,500) voting common shares.  The common stock of this corporation shall have a par value of ten dollars per share.

ARTICLE V

Shareholders shall have no rights of cumulative voting.

ARTICLE VI

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VII

The name and address of the incorporator of this corporation is:

Nancy G. Barber Walden

Gray, Plant, Mooty, Mooty & Bennett

3400 City Center

33 South Sixth Street

Minneapolis, MN 55402

ARTICLE VIII

The management of this corporation shall be vested in a Board of Directors. The Board of Directors of this corporation shall consist of three (3) directors or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation, or as determined by the shareholders called for that purpose.  The names and post office addresses of the first Board of Directors of the corporation are as follows:

Thomas E. Miller

6921 York Avenue South

Minneapolis, Minnesota 55435

Craig R. Miller

6921 York Avenue South

Minneapolis, Minnesota 55435

2

Douglas V. Miller

6921 York Avenue South

Minneapolis, Minnesota 55435

Each Director shall serve until the first annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office.

ARTICLE IX

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office.  Any action required or permitted to be taken at a meeting of shareholders may be taken by written action signed by all of the shareholders entitled to vote with respect to the subject matter thereto.

IN WITNESS WHEREOF, the undersigned has set her hand this 28 day of December, 1984.

/s/ Nancy G. Barber Walden

Nancy G. Barber Walden

STATE OF MINNESOTA	)
	) ss.
COUNTY OF HENNEPIN	)

The foregoing instrument was acknowledged before me this 28^th day of December, 1984, by Nancy G. Barber Walden.

/s/ Sally J. Baril

Notary Public, Ramsey County, MN

My Commission Expires:

3

ARTICLES OF AMENDMENT

to the

ARTICLES OF INCORPORATION

of

REM-SILS OF IOWA, INC.

To the Secretary of State

of the State of Iowa:

Pursuant to the provisions of Section 58 of the Iowa Business Corporation Act, Chapter 496A, Code of Iowa, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

I.The name of the corporation is REM-SILS of Iowa, Inc.  The effective date of its incorporation was the 4^th day of January, 1985.

II.The following amendment of the Articles of Incorporation was adopted by the shareholders of the corporation on August 13, 1987, in the manner prescribed by the Iowa Business Corporation Act:

RESOLVED, that the Articles of Incorporation of the corporation be amended by the addition thereto of the following ARTICLE X:

ARTICLE X

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) liability for any transaction from which the director derived an improper personal benefit; (iv) liability under Section 496A.44 of the Iowa Business Corporation Act; or (v) liability for any act or omission occurring prior to the date when this Article become effective.  If Chapter 496A, the Iowa Business Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 496A, the Iowa Business Corporation Act.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

III.The number of shares of the corporation outstanding at the time of such adoption was 100; and the number of shares entitled to vote thereon was 100.

IV.The number of shares voted for such amendment was 100; and the number of shares voted against such amendment was 0.

Dated: 8-13-87

REM-SILS OF IOWA, INC.
By	/s/ Robert E. Miller
		Robert E. Miller
Its President
By	/s/ Craig R. Miller
	Craig R. Miller
Its Secretary

STATE OF MINNESOTA	)
	) ss.
COUNTY OF Hennepin	)

On this 13^th day of August, A.D. 1987, before me, Tina M. Chapman, a Notary Public in and for said County, personally appeared Robert E. Miller to me personally known, who being by me duly sworn did say that he is President of said corporation, that the seal affixed to said instrument is the seal of said corporation and that said Articles of Amendment were signed and sealed on behalf of the said corporation by authority of its Board of Directors and the said Robert E. Miller acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed.

	/s/ Tina M. Chapman
Notary Public in and for the State
of Minnesota
Tina M. Chapman

ARTICLES OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

OF

REM-SILS OF IOWA, INC.

I, the undersigned, as Secretary of REM-SILS of Iowa, Inc., an Iowa corporation (the “Corporation”), do hereby certify that on the 24 day of May, 2000, the shareholders and directors of the Corporation unanimously resolved to amend the Articles of Incorporation in accordance with the following resolutions:

RESOLVED, that Article I of the Articles of Incorporation of the Corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM SILS of Iowa, Inc.

FURTHER RESOLVED, that this amendment to the Articles of Incorporation of the Corporation shall be effective as of the 1^st day of August, 2000.

FURTHER RESOLVED, that Craig R. Miller, the Secretary of the Corporation, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution and to cause such Articles of Amendment to be filed with the Secretary of State of the State of Iowa.

I FURTHER CERTIFY that the foregoing amendment has been adopted pursuant to Iowa Code Chapter 490.

IN WITNESS WHEREOF, I have hereunto subscribed my name effective the 24 day of May, 2000.

/s/ Craig R. Miller

Craig R. Miller, Secretary

EX-3.128

Exhibit 3.128

BY-LAWS

OF

REM-SILS OF IOWA, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Minneapolis, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered agent and office of the corporation is CT Corporation System, 2222 Grand Avenue, Des Moines, Iowa 50312. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Iowa be designated by the Board of Directors in the notice of meeting. Any annual or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If an annual meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders holding not less than three percent (3%) of the voting power of all shares of the corporation entitled to vote may call an annual meeting of shareholders by delivering to the President or Treasurer a written demand for

an annual meeting. Within thirty (30) days after the receipt of such written demand by the President or Treasurer, the Board of Directors shall cause an annual meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof.  Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting power of all shares of the corporation entitled to vote by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting.  Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than three (3) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to

the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of all shares of the corporation entitled to vote at a meeting shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. If the holders of a majority of the voting power of all shares are not represented at a meeting, the shareholders present in person or by proxy shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting.  The shareholders shall take action by the affirmative vote of the holders of a majority of the voting power of the shares present, in person or represented by proxy, and entitled to vote, except where a different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 7 of this Article. Each director shall be elected at an annual meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, annual meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Iowa, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board

of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this

Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be. If the action does not require shareholder approval, such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such

other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors or other person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such

other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Iowa, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the

transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section l. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*****

The undersigned, Secretary of REM-SILS OF IOWA, INC., an Iowa corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 28th day of January, 1985.

/s/ Craig R. Miller

Secretary

EX-3.129

Exhibit 3.129

ARTICLES OF INCORPORATION

OF

REM PROPERTIES, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Minnesota Statutes Chapter 302A, does hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM Properties, Inc.

ARTICLE II

The location and address of this corporation’s registered office in this state shall be 6921 York Avenue Avenue South, Edina, Minnesota 55435.

ARTICLE III

The total authorized shares of this corporation shall consist of one Million (1,000,000) voting common shares. The common stock of this corporation shall have a par value of one cent per share solely for the purpose of a statute or regulation imposing a tax or fee based upon the capitalization of the corporation, and a par value fixed by the Board of Directors for the purposes of a statute or regulation requiring the shares of the corporation to have a par value.

ARTICLE IV

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VI

The name and address of the incorporator of this corporation is:

Nancy G. Barber Walden

3400 City Center

Minneapolis, Minnesota 55402

ARTICLE VII

The Board of Directors of this corporation shall consist of four (4) directors or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation.

ARTICLE VIII

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors were present.

IN WITNESS WHEREOF, the undersigned has set his hand this 28 day of December, 1984.

/s/ Nancy G. Barber Walden

Nancy G. Barber Walden

STATE OF MINNESOTA	)
	) ss.
COUNTY OF HENNEPIN	)

The foregoing instrument was acknowledged before me this 28th day of December, 1984, by Nancy G. Barber Walden.

/s/ Sally J. Baril

Notary Public, Ramsey County, MN

My Commission Expires:

ARTICLES OF AMENDMENT

OF THE ARTICLES OF INCORPORATION

OF REM PROPERTIES, INC.

The undersigned, Robert E. Miller, President and Craig R. Miller, Secretary of REM Properties, Inc., a Minnesota corporation, pursuant to Minnesota Statutes Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by written action of the sole shareholder of the corporation on 3-12, 1987:

RESOLVED, That Article I of the Articles of Incorporation of this corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM-Jackson, Inc.

/s/ Robert E. Miller

Robert E. Miller, President

/s/ Craig R. Miller

Craig R. Miller, Secretary

Subscribed and sworn to before me this 12 day of March, 1987.

/s/ Tina M. Chapman

ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
REM-JACKSON, INC.

The undersigned, Robert E. Miller, President and Craig R. Miller, Secretary of REM-Jackson, Inc., a Minnesota corporation, pursuant to Minnesota Statutes Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on August 13th, 1987.

RESOLVED, That the Articles of Incorporation of this corporation be amended by the addition thereto of the following Article IX:

ARTICLE IX

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability under Sections 3C2A.559 or 80A.23 of the Minnesota Statutes, (iv) liability for any transaction from which the director derived an improper personal benefit, or (v) liability for any act or omission occurring prior to the date when this Article becomes effective. If Chapter 302A, the Minnesota Business Corporation Act, hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

/s/ Robert E. Miller

Robert E. Miller, President

/s/ Craig R. Miller

Craig R. Miller, Secretary

Subscribed and sworn to before me this 13th day of August, 1987.

/s/ Lisa Ellis

ARTICLES OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

OF

REM-JACKSON, INC.

The undersigned, Thomas E. Miller, President and Craig R. Miller, Secretary of REM-Jackson, Inc., a Minnesota corporation, pursuant to Minnesota Statutes Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by written action of the sole shareholder of the corporation on 6-7, 1988:

RESOLVED, That Article I of the Articles of Incorporation of this corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM-South Central Services, Inc.

/s/ Thomas E. Miller

Thomas E. Miller, President

/s/ Craig R. Miller

Craig R. Miller, Secretary

Subscribed and sworn to before me this 7 day of June, 1988.

/s/ Tina Chapman

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

REM-SOUTH CENTRAL SERVICES, INC.

I, the undersigned, as Vice President of REM-South Central Services, Inc., a Minnesota corporation, do hereby certify that the sole shareholder of the corporation has resolved to amend the Articles of Incorporation in accordance with the following resolution(s).

RESOLVED, That Article I of the Articles of Incorporation of this corporation be amended as follows:

ARTICLE I

The name of this corporation shall REM South Central Services, Inc.

FURTHER RESOLVED, That Douglas V. Miller, the Vice President of this corporation, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution(s) and to cause such Articles of Amendment to be filed with the office of the Secretary of State of the State of Minnesota.

I FURTHER CERTIFY that the foregoing amendment has been adopted pursuant to chapter 302A.  Minnesota Statutes.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 23^rd day December, 1999.

/s/ Douglas V. Miller

EX-3.130

Exhibit 3.130

BY-LAWS OF

REM PROPERTIES, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders holding not less than three percent (3%) of all voting shares of the corporation may call a regular meeting of shareholders by delivering to the President or Treasurer a written demand for a regular meeting. Within thirty (30) days after the receipt of such written demand by the President or Treasurer, the Board of Directors shall cause a regular meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than three (3) nor more than sixty (60) days prior to, the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an

item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section.7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such

written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to thee provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Minnesota, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders

have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of

offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Minnesota, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved such officers or agents as they shall designate to enter into by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which, the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section.4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*** **

The undersigned, Secretary of REM Properties, Inc., a Minnesota corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 28 day of January, 1985.

/s/ Craig R. Miller

Secretary

EX-3.131

Exhibit 3.131

ARTICLES OF INCORPORATION

OF

LUELLA PROPERTIES, INC.

We, the undersigned, for the purpose of forming a corporation under the Minnesota Business Corporation Act, do hereby associate ourselves as a body corporate and do hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be LUELLA PROPERTIES, INC.

ARTICLE II

This corporation has been formed for general business purposes.

ARTICLE III

The corporation shall have all of the powers granted or available under the laws of the State of Minnesota and laws amendatory thereof and supplementary thereto, including but not limited to the following:

1. The power to acquire, own, pledge, dispose of and deal in shares of capital stock, rights, bonds, debentures, notes, trust receipts and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations (including this corporation), associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government or by any state, territory, province, municipality or other political

subdivision or by any governmental agency, domestic or foreign, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

2. The power to aid in any manner any corporation, association, firm or individual, any of whose securities, evidences of indebtedness, obligations or stock are held by the corporation directly or indirectly, or in which, or in the welfare of which, the corporation shall have any interest, and to guarantee securities, evidences of indebtedness and obligations of other persons, firms, associations and corporations.

3. The power to carry out all or any part of the purposes of this corporation as principal or agent, or in conjunction, or as a partner or member of a partnership, syndicate or joint venture or otherwise, and in any part of the world to the same extent and as fully as natural persons might or could do.

ARTICLE IV

The duration of this corporation shall be perpetual.

ARTICLE V

The location and post office address of this corporation’s registered office in this state shall be 6921 York Avenue South, Edina, Minnesota 55435.

2

ARTICLE VI

The minimum amount of stated capital with which this corporation will begin business shall be not less than One Thousand Dollars ($1,000.00).

ARTICLE VII

The total authorized capital stock of this corporation shall consist of 2,500 shares of common stock having a par value of $10.00 per share. All shares of stock of this corporation may be issued as full or fractional shares. Each outstanding fractional share shall have the rights which are provided in these Articles of Incorporation, the By-Laws of this corporation and the laws of the State of Minnesota to which a full share of such stock is entitled, but in the proportion which such fractional share bears to a full share of such stock.

All shares of common stock shall be equal in every respect.  At all meetings of the shareholders, each shareholder of record entitled to vote thereat shall be entitled to one vote for each share (and a fractional vote for and equal to each fractional share) of stock standing in his name and entitled to vote at such meetings. Shareholders shall have no rights of cumulative voting. Shareholders shall not be entitled as a matter of right, preemptive or otherwise, to subscribe or apply for or purchase or receive any part of any unissued stock or other securities of this corporation, or of any stock or other securities issued and thereafter acquired by this corporation.

3

ARTICLE VIII

The names and post office addresses of the incorporators of this corporation are as follows:

James A. Vose	300 Roanoke Building Minneapolis, MN 55402
Andrew C. Selden	300 Roanoke Building Minneapolis, MN 55402
Pamela N. Merkle	300 Roanoke Building Minneapolis, MN 55402

ARTICLE IX

The management of this corporation shall be vested in a Board of Directors. The Board of Directors of this corporation shall consist of three (3) directors or such other number of directors as may be permitted by law and as shall be provided in the By-Laws of this corporation or as determined by the shareholders at each annual meeting or any special meeting of the shareholders called for that purpose. The names and post office addresses of the first Board of Directors of this corporation are as follows:

Robert E. Miller	6921 York Avenue South Edina, MN 55435
Vergene M. Miller	6921 York Avenue South Edina, MN 55435
Thomas E. Miller	6921 York Avenue South Edina, MN 55435
Craig R. Miller	6921 York Avenue South Edina, MN 55435
Douglas V. Miller	692l York Avenue South Edina, MN 55435

4

Each such director shall serve until the first annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office.

ARTICLE X

The authority to make and alter the By-Laws of this corporation is hereby vested in the Board of Directors of this corporation to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to repeal or alter such By-Laws.

Authority is hereby conferred upon and vested in the Board of Directors of this corporation to accept or reject subscriptions for shares of its capital stock, whether such subscriptions be made before or after its incorporation. The Board of Directors shall have the authority to issue shares of stock and securities of the corporation to the full amount authorized by these Articles of Incorporation, and shall have the authority to grant and issue rights to convert securities of the corporation into shares of stock of the corporation, options to purchase shares or securities convertible into shares, warrants, and other such rights or options, and to fix the terms, provisions and conditions of such rights, options and warrants, including the option price or prices at which shares may be purchased or subscribed for and the conversion basis or bases of such rights, options and warrants.

5

ARTICLE XI

The shareholders of this corporation may, by a majority vote of all shares issued, outstanding and entitled to vote:

1. Authorize the Board of Directors to sell, lease, exchange or otherwise dispose of all, or substantially all, of its property and assets, including its good will, upon such terms, and conditions and for such considerations, which may be money, shares, bonds, or other instruments for the payment of money or other property, as the Board of Directors deems expedient and in the best interests of the corporation;

2. Amend the Articles of Incorporation of this corporation for any reason or lawful purpose, and in the event that any such amendment adversely affects the rights of holders of shares of different classes, the affirmative vote of a majority of each such class shall be sufficient to adopt the amendment; and

3. Adopt and approve an agreement of merger or consolidation presented to them by the Board of Directors.

IN TESTIMONY WHEREOF, we have hereunto set our hands this 20th day of June, 1980.

/s/ James A. Vose

James A. Vose

/s/ Andrew C. Selden

Andrew C. Selden

/s/ Pamela N. Merkle

Pamela N. Merkle

6

STATE OE MINNESOTA	)
	) ss.
COUNTY OF HENNEPIN	)

Or this 25th day of June, 1980, before me a Notary Public within and for said County, personally appeared JAMES A. VOSE, ANDREW C. SELDEN and PAMELA N. MERKLE, to me known to be the persons named in and who executed the foregoing Articles of Incorporation, and who acknowledged that they executed the same as their free act and deed.

	/s/ Mary Jo Morrissey
Notary Public, Ramsey County, Minn.
My Commission Expires: March 23, 1985

ARTICLES OF AMENDMENT

OF THE ARTICLES OF INCORPORATION

OF LUELLA PROPERTIES, INC.

The undersigned, Robert E. Miller, President and Craig R. Miller, Secretary of Luella Properties, Inc., a Minnesota corporation, pursuant to Minnesota Statutes Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on 12-6, 1985:

RESOLVED, That Article I of the Articles of Incorporation of this corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM-MARSHALL SLA, INC.

	/s/ Robert E. Miller
	Robert E. Miller, President
	/s/ Craig R. Miller
	Craig R. Miller, Secretary
Subscribed and sworn to before me
this 6th day of December, 1985.
/s/ Kelly Anderson
Notary Public

ARTICLES OF AMENDMENT

OF THE ARTICLES OF INCORPORATION

OF REM-MARSHALL SLA, INC.

The undersigned, Robert E. Miller, President and Craig R. Miller, Secretary of REM-Marshall SLA, Inc., a Minnesota corporation, pursuant to Minnesota Statues Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by written action of the sole shareholder of the corporation on 10-15, 1986:

RESOLVED, That Article I of the Articles of Incorporation of this corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM-Whitney, Inc.

	/s/ Robert E. Miller
	Robert E. Miller, President
	/s/ Craig R. Miller
	Craig R. Miller, Secretary
Subscribed and sworn to before me
this 15, day of October, 1986.
/s/ Kelly Anderson
Notary Public

ARTICLES OF AMENDMENT

OF THE ARTICLES OF INCORPORATION OF

REM-WHITNEY INC.

The undersigned, Robert E. Miller, President and Craig R. Miller, Secretary of REM-Whitney Inc., a Minnesota corporation, pursuant to Minnesota Statutes Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on August 13, 1987.

RESOLVED, That the Articles of Incorporation of this corporation be amended by the addition thereto of the following Article XII:

ARTICLE XII

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability under Sections 302A.559 or 80A.23 of the Minnesota Statutes, (iv) liability for any transaction from which the director derived an improper personal benefit, or (v) liability for any act or omission occurring prior to the date when this Article becomes effective.  If Chapter 302A, the Minnesota Business Corporation Act, hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

	/s/ Robert E. Miller
	Robert E. Miller, President
	/s/ Craig R. Miller
	Craig R. Miller, Secretary
Subscribed and sworn to
before me this 13 day
of August, 1987.
/s/ Tina M. Chapman

CONSENT TO THE USE OF A NAME

Office of the Secretary of State

IBO State Office Building

Saint Paul, MN 55155

Instructions:  Complete this side if you are obtaining consent to the use of the desired name.  If you are unable to locate the holder of the conflicting name, see the reverse side of this form.  Submit this form, along with the original filing or amendment you wish to record, to this office.

1.	Desired Name:	REM-South Central Services, Inc.
2.	Conflicting Name:		REM-Southwest Services, Inc.
	Address		6921 York Avenue South, Edina, MN 55435

PLEASE HAVE THIS PORTION COMPLETED BY THE HOLDER OF THE CONFLICTING NAME:

I hereby consent to use of the desired name by:

Name:	REM-Jackson, Inc.
Address:	6921 York Avenue South, Edina, MN 55435

ý	unconditionally.
o	with the following conditions:*

*NOTE:  Conditions must be privately enforced.

I swear that I have the authority to consent to the use of this name on behalf of the holder of the conflicting name listed above.

Signed:	/s/ Thomas E. Miller
Position:	President

State of Minnesota			This instrument was acknowledged before me on the 7 day of June, 1988.
ss
County of Hennepin
Affix	[SEAL]	TINA M. CHAPMAN	Tina M. Chapman
Notes		NOTARY PUBLIC MINNESOTA	Notary Public
Seal		WRIGHT COUNTY
		My Commission Expires Jan 14, 1989

INSTRUCTIONS:		FOR USE BY THE SECRETARY OF STATE
1.	Type or print with dark black ink.
2.	Complete one form for each conflicting name.
3.	Filing Fee:  $25.00 per form.
4.	Make check payable to Secretary of State.
5.	Mail or bring completed forms to:	STATE OF MINNESOTA
		DEPARTMENT OF STATE
	Secretary of State	FILED
	180 State Office Building
	Saint Paul, MN 55155	JUN 13 1988
	(612) 296-2803	Secretary of State

ARTICLES OF MERGER

OF

REM-CANBY, INC.,

REM-MARSHALL, INC.,

REM-MONTEVIDEO, INC.,

AND

REM-TYLER, INC.

WITH AND INTO

REM-SOUTHWEST SERVICES, INC.

(to be known as REM SOUTHWEST SERVICES, INC., after the merger)

Pursuant to the provisions of the Minnesota Business Corporation Act, the following Articles of Merger are executed on the date hereinafter set forth:

First: REM-Southwest Services, Inc., REM-Canby, Inc., REM-Marshall, Inc., REM-Montevideo, Inc., and REM-Tyler, Inc., are each business corporations organized and existing under the laws of the State of Minnesota and are subject to the provisions of the Minnesota Business Corporation Law.

Second:  REM-Southwest Services, Inc., has issued and outstanding one hundred (100) shares of common stock.  REM-Canby, Inc., has issued and outstanding six hundred (600) shares of common stock.  REM-Marshall, Inc., has issued and outstanding six hundred (600) shares of common stock.  REM-Montevideo, Inc., has issued and outstanding one hundred (100) shares of common stock.  REM-Tyler, Inc., has issued and outstanding one hundred (100) shares of common stock.

Third: Annexed hereto as Exhibit A is a copy of the Agreement and Plan of Merger adopted by the boards of directors and shareholders of REM-Southwest Services, Inc., REM-Canby, Inc., REM-Marshall, Inc., REM-Montevideo, Inc., and REM-Tyler Inc., in compliance with Minnesota Statutes Section 302A.613.

Fourth: The effective date of the Merger provided for in the Agreement and Plan of Merger shall be January 1, 2000, at 12:01 a.m.

Executed at Minneapolis, Minnesota, on December 22, 1999.

REM-SOUTHWEST SERVICES, INC.
By:	/s/ Thomas E. Miller
	Thomas E. Miller
	President
REM-CANBY, INC.
By:	/s/ Thomas E. Miller
	Thomas E. Miller
	President
REM-MARSHALL, INC.
By:	/s/ Thomas E. Miller
	Thomas E. Miller
	President
REM-MONTEVIDEO, INC.
By:	/s/ Thomas E. Miller
	Thomas E. Miller
	President
REM-TYLER, INC.
By:	/s/ Thomas E. Miller
	Thomas E. Miller
	President

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

FOR THE MERGER

OF

REM-CANBY, INC.,

REM-MARSHALL, INC.,

REM-MONTEVIDEO, INC.,

AND

REM-TYLER, INC.

WITH AND INTO

REM-SOUTHWEST SERVICES, INC.

AGREEMENT AND PLAN OF MERGER, (the “Plan”), dated December 16^th, 1999, for the merger of REM-Canby, Inc., a Minnesota corporation (“REM-Canby”), REM-Marshall, Inc., a Minnesota corporation (“REM-Marshall”), REM-Montevideo, Inc., a Minnesota corporation (“REM-Montevideo”), and REM-Tyler, Inc., a Minnesota corporation (“REM-Tyler”) (hereinafter collectively referred to as the “Merged Corporations”), with and into REM-Southwest Services, Inc., a Minnesota corporation (which by reason of the merger will become REM Southwest Services, Inc., a Minnesota corporation) (the “Surviving Corporation”).  (The Merged and Surviving Corporations may be collectively referred to as “Constituent Corporations”).

RECITALS

WHEREAS, the Constituent Corporations are corporations duly organized and existing under the laws of the State of Minnesota; and

WHEREAS, The Constituent Corporations desire to merge, subject to the conditions set forth herein.

NOW, THEREFORE, subject to the conditions set forth herein, the Constituent Corporations shall be merged into a single corporation, REM-Southwest Services, Inc., a Minnesota corporation and one of the Constituent Corporations, which shall continue its corporate existence and be the corporation surviving the merger.  The terms and conditions of this merger (“the Merger”) and the manner of carrying the same into effect, are as follows:

ARTICLE I

Effective Date of the Merger

The Effective Date of the Merger shall be January 1^st, 2000, at 12:01 a.m.  Upon the Effective Date of the Merger, the separate existences of the Merged Corporations shall cease and the Merged Corporations shall be merged into the Surviving Corporation.

ARTICLE II

Articles of Incorporation;

Authorized Shares

As a consequence of the Merger, the Articles of Incorporation of the Surviving Corporation, shall he amended and restated in their entirety to read as annexed hereto as Schedule A, which shall be the Articles of Incorporation of the Surviving Corporation subsequent to the Merger until otherwise amended or repealed.

ARTICLE III

Bylaws; Registered Office

As a consequence of the Merger, the Bylaws of the Surviving Corporation, as amended to date, shall be the Bylaws of the Surviving Corporation after the Merger.  The registered office of the Surviving Corporation as of the Effective Date of the Merger shall be registered office of the Surviving Corporation after the Merger, to-wit: 6921 York Avenue South, Edina, Minnesota 55435.

ARTICLE IV

Directors and Officers

The directors and officers of the Surviving Corporation in office immediately prior to the Effective Date shall remain the directors and officers of the Surviving Corporation at and after the Effective Date of the Merger until their respective successors shall have been duly elected and qualified.  The directors and officers of the Merged Corporation holding office on the Effective Date shall be deemed to have resigned effective as of the Effective Date.

ARTICLE V

Conversion of Shares in the Merger

The manner of carrying the Merger into effect, and the manner and basis of converting shares of the Constituent Corporations into shares of the Surviving Corporation shall be as set forth in Schedule B annexed hereto.

2

(This page intentionally left blank)

3

IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the date first above written.

REM-SOUTHWEST SERVICES, INC. a Minnesota corporation (the Surviving Corporation)
By:	/s/ Thomas E. Miller
	Thomas E. Miller
	President
By:	/s/ Craig R. Miller
	Craig R. Miller
	Secretary
REM-CANBY, INC. a Minnesota corporation (a Merged Corporation)
By:	/s/ Thomas E. Miller
	Thomas E. Miller
	President
By:	/s/ Craig R. Miller
	Craig R. Miller
	Secretary
REM-MARSHALL, INC. a Minnesota corporation (a Merged Corporation)
By:	/s/ Thomas E. Miller
	Thomas E. Miller
	President
By:	/s/ Craig R. Miller
	Craig R. Miller
	Secretary

REM-MONTEVIDEO, INC. a Minnesota corporation (a Merged Corporation)
By:		/s/ Thomas E. Miller
		Thomas E. Miller
		President
By:		/s/ Craig R. Miller
		Craig R. Miller
		Secretary
REM-TYLER, INC. a Minnesota corporation (a Merged Corporation)
By:	/s/ Thomas E. Miller
	Thomas E. Miller
	President
By:	/s/ Craig R. Miller
	Craig R. Miller
	Secretary

SCHEDULE A

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

REM SOUTHWEST SERVICES, INC.

(formerly known as REM-SOUTHWEST SERVICES, INC.)

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

REM SOUTHWEST SERVICES, INC.

ARTICLE I

Name

The name of this corporation shall be REM Southwest Services, Inc.

ARTICLE II

Registered Office

The location and post office address of this corporation’s registered office in this state shall be 6921 York Avenue South, Edina, Minnesota 55435.

ARTICLE III

Authorized Capital

The total authorized number of shares of this corporation is Two Hundred Thousand (200,000) shares, all of which shall be shares of common stock of the par value of one cent ($.01) per share.  All shares of stock shall be equal in every respect.  At all meetings of the shareholders, each shareholder of record entitled to vote thereat shall be entitled to one vote for each share (and a fractional vote for and equal to each fractional share) of stock standing in his or her name and entitled to vote at such meetings.  Each outstanding fractional share shall have the rights provided in these Articles of Incorporation, the Bylaws of this corporation, and the laws of the State of Minnesota to which a full share of such stock is entitled, but in proportion which such fractional share bears to a full share of such stock.

ARTICLE IV

Cumulative Voting Prohibition

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Preemptive Rights Prohibition

Shareholders shall have no rights, preemptive or otherwise, under Minnesota Statutes Section 302A.413 (or similar provisions of future law) to acquire or purchase any part of any unissued stock or other securities of this corporation, or of any stock or other securities issued

and thereafter acquired by this corporation, before the corporation may offer them to other persons.

ARTICLE VI

Limitation of Director Liability

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Minnesota Statute Section 302A.559 or on the sale of unregistered securities or securities fraud under Minnesota Statute Section 80A.23; or (iv) liability for any transaction from which the director derived an improper personal benefit.  If Minnesota Statutes Chapter 302A hereafter is amended to authorize the further elimination or limitation of the liability of the directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by Minnesota Statutes Chapter 302A, as amended.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VII

Director Action by Written Consent

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need to be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors are present.

SCHEDULE B

Conversion of Shares in the Merger

1.Stock of Surviving Corporation.  At the Effective Date of the Merger, subject to Section 3 below, all shares of common stock of the Surviving Corporation issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 31.7606 shares of the common stock of the Surviving Corporation, par value $.01 per share.

2.Stock of Merged Corporation.  At the Effective Date of the Merger, subject to Section 5.03 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Canby issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 2.0612 shares of the common stock of the Surviving Corporation, par value $.01 per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Marshall issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 4.6722 shares of the common stock of the Surviving Corporation, par value $.01 per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Montevideo issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 13.2299 shares of the common stock of the Surviving Corporation, par value $.01 per share.

At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Tyler issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 14.6091 shares of the common stock of the Surviving Corporation, par value $.01 per share.

3.Fractional Shares. Notwithstanding the provisions of Sections 1 and 2 above, the aggregate number of shares of the common stock of the Surviving Corporation issuable to a shareholder by reason of Sections 1 and 2 shall be reduced to the nearest whole number of shares, with no fractional shares being issued.  The fractional shares shall be abated in proportion to the aggregate number of shares otherwise issuable to each shareholder prior to such rounding.  In lieu of fractional shares that cannot be abated proportionally as described above, the Surviving Corporation shall pay cash to such shareholder at a rate of $279.96 per share.

EX-3.132

Exhibit 3.132

BY-LAWS

OF

LUELLA PROPERTIES, INC.

ARTICLE I

Offices

Section 1. Principal Office. The principal office of the corporation shall be in the City of Edina, Minnesota.

Section 2. Registered Office. The address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota 55435. The registered office need not be identical with the principal office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such other places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal office in Edina, Minnesota, unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the written notice of meeting.

Section 2. Annual Meeting. The annual meeting of the shareholders of this corporation shall be held on the first Monday in October of each year or on such other date during the calendar year as may be designated by the Board of Directors in the written notice of meeting which written notice of meeting shall designate the time of meeting and the place of meeting if other than the corporation’s principal office. At the annual meeting the shareholders shall elect a Board of Directors and transact such other business as may be properly brought before the meeting. If an annual meeting is not held during any calendar year, or if the directors are not elected thereat, the directors may be elected at a special meeting of the shareholders called for that purpose which special meeting shall be called upon the demand of any shareholder entitled to vote, which demand for and call of said special meeting shall be in accordance with the provisions of Section 3 of this Article relating to demands for call of a special meeting of shareholders.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the President and, in his absence, by the Vice-President, or by the Board of Directors or any two or more members thereof, or in the manner hereinafter provided by one or more shareholders holding not less than one-tenth of the voting power of the shareholders. Upon request, in writing by registered mail or delivered in person to the President, Vice President or Secretary, by any person or persons entitled to call a meeting of shareholders, it shall be the duty of such officer forthwith to cause notice to be given to the shareholders entitled to vote, of a meeting to be held at such time as such officer shall fix, not less than ten (10) nor more than sixty (60) days after the receipt of such request. The officer shall not fix a date which unduly delays the meeting or shall have the effect of defeating the purpose of the meeting. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting.

Section 4. Notice of Meetings. Written notice of the annual meeting stating the time and place thereof shall be given to each shareholder of record entitled to vote at such meeting at least ten (10) days prior to the date of such annual meeting. Written notice of all special meetings of shareholders stating the time, place and purposes thereof shall also be given to each shareholder of record entitled to vote at such meeting at least five (5) days before the date fixed for such meeting. All notices of meeting shall be mailed to each shareholder at his address as it appears on the stock transfer books of the corporation and shall be deemed delivered when deposited in the United States mail, with postage thereon prepaid. Notices given by telegram shall be deemed to be delivered when the telegram is delivered to the telegraph company properly addressed and prepaid. Any shareholder may waive notice of any meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. Any business may be transacted at the meeting held pursuant to the adjournment and at which a quorum shall be present or represented, which might have been transacted at the adjourned meeting. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital

stock held by such shareholder, but no proxy shall be entitled to vote after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Every proxy shall be in writing (which shall include telegraphing, cabling or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the time of the meeting.  All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. When a quorum is present at any meeting, the vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation or these By-Laws a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 8. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders of record entitled to vote as of the date of such resolution.

ARTICLE III

Directors

Section 1. General Powers. The business and the property of the corporation shall be managed and controlled by its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of the Articles of Incorporation, these By-Laws and all applicable law.

Section 2. Number, Tenure and Qualification. The number of directors (not less than three (3)) which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders subject to increase by resolution of the Board of Directors.   No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at the annual meeting of shareholders, except as provided in Section 7 of this Article, and shall hold office until the next annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office. Directors need not be shareholders.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. Other regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, or in his absence, by the Vice-President, or

shall be called by the Secretary on the written request of any two (2) directors.  The person or persons authorized to call special meetings may fix the time and place, either within or without the State of Minnesota, for any such special meeting.

Section 5. Notice of Meetings. Ten (10) days’ written notice of the annual meeting of directors and of all regular meetings of directors shall be given to all directors. Such notices shall be deemed delivered when deposited in the United States mail properly addressed, with postage thereon prepaid.

Two (2) days’ written notice of all special meetings of the Board of Directors shall be given to each director. In the event that notice is given by mail, such notice shall be mailed at least four (4) days prior to the special meeting and shall be deemed delivered when deposited in the United States mail properly addressed, with postage thereon prepaid.

Notice given by telegram shall be deemed to be delivered when the telegram is delivered to the telegraph company properly addressed and prepaid.

Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless his attendance is for the express purpose of objecting to the transaction of business on grounds that the meeting is not lawfully called or convened.

Section 6. Quorum and Voting. A majority of the directors then in office shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as to any question upon which any different or greater vote is required by the Articles of Incorporation, these By-Laws or Minnesota statutes.

Section 7. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office even though said remaining directors may be less than a quorum; any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a two-thirds vote of the directors serving at the time of such increase; or said vacancy or newly created directorship may be filled by resolution of the shareholders at any annual meeting or at any special meeting called for that purpose. Unless a prior vacancy occurs by reason of his death, resignation or removal from office, any director so elected shall hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified.

Section 8. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of

the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting a successor or successors may be elected by the vote of the holders of the majority of the shares having voting power present in person or represented by proxy, or if any such vacancy is not so filled, it may be filled by the directors as provided in Section 7 of this Article.

Section 9. Executive Committee. The Board of Directors may, by unanimous resolution of all directors then in office, appoint an Executive Committee of three or more directors to meet and act on behalf of the Board of Directors between meetings of the Board. The Executive Committee shall advise and aid the officers of the corporation in all matters concerning the management of its business, and between meetings of directors the Executive Committee shall possess and may exercise all the powers of the Board of Directors with reference to the conduct of the business of the corporation, except the power to fill vacancies in their own membership, which vacancies shall be filled by the Board of Directors. The Executive Committee shall meet at stated times or on notice to all members. It shall fix its own rules of procedure. A majority of the committee shall constitute a quorum but the affirmative vote of a majority of the whole committee shall be necessary on every item of business. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 10. Other Committees. The Board of Directors may appoint such other committees and delegate to such committees such powers and responsibilities as it may from time to time deem appropriate.

Section 11. Action in Writing. Any action which might be taken at a meeting of the Board of Directors or of a lawfully constituted executive committee thereof may be taken without a meeting if such action is taken in writing and signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 12. Meeting by Means of Conference Telephone.  Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall include a President, one or more Vice-Presidents, a Secretary and a Treasurer. The Board of Directors may also appoint such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties and compensation of all officers. Officers may, but

need not, be directors of the corporation.

Section 2. Election and Term of Office. Officers shall be elected at each annual meeting of the Board of Directors and shall hold office at the pleasure of the Board. An officer shall hold office until his successor shall have been duly elected unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors may be removed with or without cause at any time by the vote of a majority of the Board of Directors. Any vacancy in any office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect.  He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice-Presidents. The Vice-President, or Vice-Presidents in case there are more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President or in the event there be more than one Vice-President, the Vice-Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election, shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and record all votes and the minutes of all proceedings of the Board of Directors and of the shareholders in a book to be kept for that purpose. He shall keep the stock books of the corporation and shall have the custody of its corporate seal and attest the same when properly authorized to do so. He shall give or cause to be given notice of all meetings of the shareholders and of special meetings of the Board of Directors, and shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate account of all receipts and disbursements in books belonging to the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office for the term established by the Board of Directors and shall have such powers, perform such duties and be responsible to such other officer as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates of Stock

Section 1. Certificates. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice-President, Secretary or Assistant Secretary may be a facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates, shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer, or officers of the corporation. The seal of the corporation or a facsimile thereof may, but need not, be affixed to certificates of stock. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

ARTICLE VI

Contracts, Loans, Checks and Deposits

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VII

Indemnification

Section 1. Indemnification. The corporation acting through its Board of Directors, or as otherwise provided in this By-Law, shall as fully as may be permitted from time to time by the statutes and decisional law of the State of Minnesota or by any other applicable rules or principles of law indemnify each officer of the corporation against the expense of any action to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was an officer of the corporation. Any provision in these By-Laws which would prevent the indemnification of an officer to the full extent permitted by law as it may from time to time be expanded by statute, decision of court or otherwise, shall be deemed amended to conform to such expanded right of indemnification without formal action by the Board of Directors or shareholders.

Section 2. Definitions. As used in this By-Law: (i) The term “officer” means any person who is, was or may hereafter be a director, officer, employee or agent of this corporation or, at the request of this corporation, of any other corporation or of any partnership, joint venture, trust or other enterprise and the rights of indemnification under this By-Law shall inure to the benefit of the heirs, executors and administrators of any of such persons, (ii) the term “action” means any threatened, pending or completed action, suit or proceeding, wherever brought, whether civil, criminal, administrative or

investigative including those by or in the right of the corporation and whether or not involving an act or omission of an officer in his capacity as such and whether or not he is an officer at the time of such action, and (iii) the term “expenses of any action” shall include attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with an action.

Section 3. Standard of Conduct.  An officer shall be indemnified with respect to any action (other than an action by or in the right of the corporation to procure a judgment in its favor) 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 if it is a criminal action, he had no reasonable cause to believe his conduct was unlawful. If the action be one by or in the right of the corporation to procure a judgment in its favor, then in addition to the requirements of the preceding sentence, an officer shall be indemnified only if he is not adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation or if he is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, then he shall be indemnified only to the extent that the court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. If he is successful on the merits or otherwise in defense of any action, an officer shall be indemnified for expenses actually and reasonably incurred by him in connection with such action. In all other cases (other than an action in which the officer is successful on the merits or otherwise in defense of such action or in an action by or in the right of the corporation to procure a judgment in its favor where the officer has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation), an officer shall be indemnified, unless ordered by a court, only as authorized in the specific case upon a determination that indemnification of the officer is proper in the circumstances because he has met the applicable standard of conduct set forth above. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. The determination may be made that he is entitled to indemnification as to some matters even though not so entitled as to others. The termination of any action by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the officer did not act in a manner entitling him to indemnification under this By-Law.

Section 4. Determination of Conduct. Except where an officer is successful on the merits or otherwise in the defense of an action and except where a court determination is required by law for indemnification in an action by or in the right of the corporation, an officer shall first seek a determination that he met the applicable standard of conduct set forth above from the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders, it being the belief of this corporation

that the best judges of an officer’s conduct are those familiar with the business activities of the corporation. In the event that it is determined that the officer partially or completely failed to meet the applicable standard of conduct, or if no determination is reached within a reasonable time, the officer may apply to the District Court of the State of Minnesota for a determination of his right to indemnification and the result of any prior determination of that right by disinterested directors or by independent legal counsel or by the shareholders shall not be entered into evidence or considered by the court in its independent determination.

Section 5. Expenses Advance. Expenses incurred in defending an action may be paid by the corporation in advance of the final disposition of such action as authorized by the Board of Directors in the manner provided in Section 3 of this ARTICLE VII upon receipt of an undertaking by or on behalf of such officers to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized by law.

Section 6. Nonexclusivity. The indemnification provided by this By-Law shall not exclude any other right to which an officer may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall not imply that the corporation may not provide lawful indemnification not expressly provided for in this By-Law.

Section 7. Insurance. The corporation may purchase and maintain insurance on behalf of any officer against any liability asserted against him and incurred by him in any such capacity to the full extent as may from time to time be permitted by law.

Section 8. Notice to Shareholders. If an officer is indemnified by the corporation other than by court order or action by the shareholders, the corporation shall, not later than the next annual meeting of shareholders unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the officers paid, the amount paid, and the nature and status of the litigation or threatened litigation at the time of such payment.

ARTICLE VIII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for

equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall begin on the 1st day of January and end on the last day of December in each year.

Section 4. Seal. The corporate seal of this corporation shall have engraved thereon the name of the corporation and the words “Minnesota” and “Corporate Seal”.

Section 5. Amendments. Except as limited by the Articles of Incorporation of this corporation, these By-Laws may be altered or amended by the Board of Directors at any regular or special meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*** **

We, the undersigned, President and Secretary respectively of LUELLA PROPERTIES, INC., a Minnesota corporation, do hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 30 day of June, 1980.

/s/ Robert E. Miller

President of LUELLA PROPERTIES, INC.

/s/ Craig R. Miller

Secretary of LUELLA PROPERTIES, INC.

EX-3.133

Exhibit 3.133

ARTICLES OF INCORPORAITON

OF

REM-UTAH, INC.

I, the undersigned, being a natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Utah Revised Business Corporation Act, adopt the following Articles of Incorporation for such corporation:

FIRST: The name of the corporation is REM-Utah, Inc.

SECOND: The period of its duration is perpetual.

THIRD: The purpose of the corporation is to: engage in any lawful act or activity for which corporations may be organized under the Utah Revised Business Corporation Act.

FOURTH: The number of shares the corporation is authorized to issue is one million (1,000,000) shares, all of which shall be shares of common stock of the par value of one cent ($.01) per share. The shares of common stock of the corporation shall have voting rights and be equal in all preferences, limitations and other rights.

FIFTH: The name and address of the incorporator is:

NAME	ADDRESS
Nancy G. Barber Walden	3400 City Center
	33 South Sixth Street
	Minneapolis, Minnesota 55402

SIXTH: The number of directors constituting the initial board of directors of each corporation is three, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Thomas E. Miller	6921 York Avenue South
	Edina, Minnesota 55435
Craig R. Miller	6921 York Avenue South
	Edina, Minnesota 55435
Douglas V. Miller	6921 York Avenue South
	Edina, Minnesota 55435

SEVENTH: The post office address of the corporation’s initial registered office is c/o C T Corporation, 50 West Broadway, Salt Lake City, Utah 84101, and the name of its initial registered agent at such address is C T Corporation System.

EIGHTH: Shareholders shall have no rights of cumulative voting.

NINTH: Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

TENTH: A director shall not be liable to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action, as a director, except for (a) the amount of a financial benefit received by a director to which he is not entitled, (b) an intentional infliction of harm on the corporation or the shareholders, (c) A violation of Section 16-10a-842 of the Utah Revised Business Corporation Act, or (d) an intentional violation of criminal law.

Dated: September 21, 1995.

/s/ Nancy G. Barber Walden

Incorporator

STATE OF MINNESOTA	)
	) ss.
COUNTY OF HENNEPIN	)

I, Renee S. Press, a notary public, hereby certify that on the 21st day of September, 1995, personally appeared before me Nancy G. Barber Walden, who being by me first duly sworn, declared that she is the person who signed the foregoing document as incorporator and that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day of September, A.D. 1995.

My commission expires: January 31, 2000

/s/ Renee S. Press

Notary Public

C T CORPORATION SYSTEM HAVING BEEN DESIGNATED TO ACT AS REGISTERED AGENT HEREBY AGREES TO ACT IN THIS CAPACITY.

C T CORPORATION SYSTEM

/s/ Susan J. Wanner

(NAME AND TITLE OF OFFICER)

Asst Sec.

ARTICLES OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

OF

REM-UTAH, INC.

I, the undersigned, as Secretary of REM-Utah, Inc., a Utah corporation (the “Corporation”), do hereby certify that on the 24, day of May, 2000, the shareholders and directors of the Corporation unanimously resolved to amend the Articles of Incorporation in accordance with the following resolutions:

RESOLVED, that Article I of the Articles of Incorporation of the Corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM Utah, Inc.

FURTHER RESOLVED, that this amendment to the Articles of Incorporation of the Corporation shall be effective as of the 1^st day of August, 2000.

FURTHER RESOLVED, that Craig R. Miller, the Secretary of the Corporation, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution and to cause such Articles of Amendment to be filed with the Secretary of State of the State of Utah.

I FURTHER CERTIFY that the foregoing amendment has been adopted pursuant to Utah Code Title 16, Chapter 14a.

IN WITNESS WHEREOF, I have hereunto subscribed my name effective the 24 day of May, 2000.

/s/ Craig R. Miller

Craig R. Miller, Secretary

EX-3.134

Exhibit 3.134

BY-LAWS

OF

REM-UTAH INC,

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is CT Corporation, 50 West Broadway, Salt Lake City, Utah 84101. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Utah as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders holding not less than three percent (3%) of all voting shares of the corporation may call a regular meeting of shareholders by delivering to the President or Treasurer a written demand for a regular meeting. Within thirty (30) days after the receipt of such written demand by the President or Treasurer, the Board of Directors shall cause a regular meeting of shareholders to be

called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting (any such adjourned meeting to be held within thirty days of adjournment) and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication (only if reasonable under the circumstances), by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or

convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than seventy (70) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by

written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Minnesota, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases two (2) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors

in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Utah, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc, All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or

for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*** **

The undersigned, Secretary of REM-Utah, Inc., a Utah corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 23 day of October, 1995.

/s/ Craig R. Miller

Secretary

EX-3.135

Exhibit 3.135

ARTICLES OF INCORPORATION

OF

REM-WEST VIRGINIA, INC.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

ARTICLE I

The undersigned agrees to become a corporation by the name of REM-WEST VIRGINIA, INC.

ARTICLE II

The address of the principal office of said corporation will be located at 6921 York Avenue South, in the City of Edina, County of Hennepin and State of Minnesota 55435.

ARTICLE III

The purpose or purposes for which this corporation is formed are to engage in the transaction of any or all lawful business for which corporations may be incorporated under the provisions of the West Virginia Business Corporation Act.

ARTICLE IV

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE V

The aggregate number of shares which the corporation shall have authority toissue shall be 500 voting common shares each having a par value of ten ($10.00) dollars.

ARTICLE VI

The full name and address of the incorporator of this corporation is as follows:

Ellen W. McVeigh

3400 City Center

33 South Sixth Street

Minneapolis, Minnesota 55402

ARTICLE VII

The existence of this corporation is to be perpetual.

ARTICLE VIII

The name and address of the person appointed to whom shall be sent notice or process served upon, or service of which is accepted by, the secretary of state is CT Corporation System, 1200 Charleston National Plaza, Charleston, West Virginia 25301.

ARTICLE IX

The number of directors constituting the initial board of directors of the corporation is three, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Thomas E. Miller	6921 York Ave. S., Edina, MN 55435
Craig R. Miller	6921 York Ave. S., Edina, MN 55435
Douglas V. Miller	6921 York Ave. S., Edina, MN 55435

I THE UNDERSIGNED, for the purposes of forming a Corporation under the laws of the State of West Virginia, do make and file these ARTICLES OF INCORPORATION, and I have according hereto set my hand this 9th dayof January,1987.

/s/ Ellen W. McVeigh

Ellen W. McVeigh

Articles of Incorporation

prepared by:

Ellen w. McVeigh

Gray, Plant, Mooty,

Mooty &Bennett, P.A.

3400 City Center

33 South Sixth Street

Minneapolis, MN 55402

2

STATE OF Minnesota	)
	)  ss:
COUNTY OF Hennepin	)

I, Stephanie Winter, a Notary Public in and for the County and State aforesaid, hereby certify that

Ellen W. McVeigh

whose name is signed to the foregoing Articles, bearing date on the 9th day of January, 1987, this day personally appeared before me in my said county and acknowledged her signature to the same.

Given under my hand and the official seal this 9th day of January, 1987.

	/s/ Stephanie Winter
[SEAL]	Notary Public
My Commission expires May 17, 1989.

3

	[SEAL]
KEN HECHLER	FILED	Penney Barker, Supervisor
Secretary of State	JUL 21 2000	Corporations Division
State Capitol, W-139	IN THE OFFICE OF	Tel: (304) 558-8000
1900 Kanawha Blvd. East	SECRETARY OF STATE	Fax: (304) 558-0900
Charleston, WV 25305-0770	WEST VIRGINIA	Hrs: 8:30 am - 4:30 pm ET
www.state.wv.us/sos/	WEST VIRGINIA	wvsos@secretary.state.wv.us
	ARTICLES OF INCORPORATION
FEE: $25.00	PROFIT AMENDMENT
plus any license tax increase		FILE TWO ORIGINALS

1.	The name of the corporation currently registered with the Secretary of State is:				REM-West Virginia, Inc.
2.	The date of the adoption of the amendment(s) was:				May 24, 2000, to be effective August 1, 2000
3.	In accordance with WV Code §31-1-107, the shareholders / board of directors have adopted the following amendment(s) to the Articles of Incorporation and/or purposes of the corporation:				ý	Change of name to: REM West Virginia, Inc.
					o	Other (Attach amendments to form)
4.	The amendments were adopted as follows: (Check (a), (b) or (c) and complete the checked section)
	o	a.	No shares had been issued and the amendment was adopted by resolution of the board of directors.
	ý	b.	The outstanding shares were not divided into classes, and the amendment was adopted by a majority vote of outstanding shares entitled to vote, as follows:
			Total Number	Number Shares		Shares Voted	Shares Voted
			Outstanding Shares	Entitled to Vote		For Amendment	Against Amendment
			100	100		100	0

o c. The outstanding shares were divided into the classes designated below with the number of outstanding shares as listed, and the amendment was was adopted by a majority vote of the outstanding shares of each class, as follows:

Designation of	Number Shares	Shares Voted	Shares Voted
Class	Entitled to Vote	For Amendment	Against Amendment

WV Articles of Incorporation Profit Amendment

5.	(Complete this section only if the amendment provides for an exchange, reclassification or cancellation of issued shares.) The means of making the exchange, reclassification or cancellation of issued shares will be:
6.	(Complete this section only if the amendment provides for a change in the number of share or value of capital stock.)
	The amount of authorized capital		from                shares at a par value of $
	stock in the corporation will change:		to                     shares at a par value of $
			and the total authorized capital stock
			shall hereafter be:                                 $
7.	The means of making the change in the amount of stated capital will be:
8.	Articles of Amendment prepared by:		Gray Plant Mooty
			3400 City Center, 33 S. 6th St.
			Minneapolis, MN 55402
	The amendment was duly adopted as stated herein: (signatures of pres/vp and sec/asst sec required)
	7-13-00	Thomas Miller		/s/ Thomas Miller
	Date	President/Vice President Name		Signature
	7-13-00	Craig R. Miller		/s/ Craig R. Miller
	Date	Secretary/Ass’t Secretary Name		Signature

Acknowledgment for President/Vice President:
STATE OF Minnesota COUNTY OF Hennepin.
I do hereby certify that on this day of July 13, 2000, that Thomas Miller personally appeared before me, who, being by me first duly sworn, declared that he/she is the President/Vice President of the above named corporation, that he signed the foregoing document as President/Vice President of the corporation, and that the statements therein contained are true.
My commission expires 1-31-05				/s/ Tonyea Patterson
				Signature of Notary Public:
[SEAL]
			Acknowledgment for Secretary/Asst. Secretary:
			STATE OF Minnesota COUNTY OF Hennepin:
			I do hereby certify that on this day of 7-12-00, that Craig R. Miller personally appeared before me, who, being by me first duly sworn, declared that he/she is the Secretary/Asst. Secretary of the above named corporation, that he signed the foregoing document as Secretary/Asst. Secretary of the corporation, and that the statements therein contained are true.
	My commission expires 1-31-05			/s/ Tonyea Patterson
				Signature of Notary Public:
		[SEAL]

2

EX-3.136

Exhibit 3.136

BY-LAWS

OF

REM-WEST VIRGINIA, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is c/o CT Corporation System, 1200 Charleston National Plaza, Charleston, West Virginia 25301. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of West Virginia as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of West Virginia be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation shall be held on an annual basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If an annual meeting of shareholders has not been held for a period of thirteen (13) months, one or more shareholders may apply to the circuit court in Kanawha County, which may summarily order such a meeting to be held.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the

President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than three (3) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than fifty (50) days nor less than ten (10) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 7 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, annual meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of West Virginia, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required, except that notice of a special meeting shall be required to be given to every director when the meeting is being called for the purpose of amending these By-Laws or for the purpose of authorizing the sale of all or substantially all of the assets of the corporation. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish an executive committee and one or more other committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at

all times be subject to the direction and control of the Board of Directors. Committee members shall be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation.  Any number of offices may be held by the same person, except the offices of President and Secretary.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders.  He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of West Virginia, (c) the name of the person to whom it is issued, (d) the number and class of shares, and the designation of the series, if any, that the certificate represents and (e) the par value of each share represented by such certificate, or a statement that the shares are without par value. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the

Board of Directors. Such certificates shall be signed by either the President or a Vice President and the Secretary or an Assistant Secretary. If a certificate is manually signed on behalf of a transfer agent or an assistant transfer agent or a registrar, other than the corporation itself or an employee of the corporation, the signatures of any such President or Vice President and Secretary or Assistant Secretary may be facsimiles. If a person signs or has a facsimile signature placed upon a certificate while an officer, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*** **

The undersigned, Secretary of REM-West Virginia, Inc., a West Virginia corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 9th day of March, 1987.

/s/ Craig R. Miller

Secretary

EX-3.137

                Exhibit 3.137

ARTICLES OF INCORPORATION

OF

REM-CONSULTING OF WISCONSIN, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Wisconsin Statutes Chapter 180, does hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM-CONSULTING OF WISCONSIN, INC.

ARTICLE II

The name, location and address of this corporation’s registered agent and office in this state shall be CT Corporation System, 222 West Washington Avenue, Madison, County of Dane, Wisconsin.

ARTICLE III

The purpose which the corporation is authorized to pursue is, or includes, the transaction of all lawful business for which the corporation may be incorporated under the Wisconsin Business Corporation Act.

ARTICLE IV

The total authorized shares of this corporation shall consist of Two Thousand Eight Hundred (2,800) voting common shares.  The common stock of this corporation shall have no par value.

ARTICLE V

Shareholders shall have no rights of cumulative voting.

ARTICLE VI

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VII

The name and address of the incorporator of this corporation is:

Ellen W. McVeigh

Gray, Plant, Mooty, Mooty & Bennett, P.A.

3400 City Center

33 South Sixth Street

Minneapolis, MN 55402

ARTICLE VIII

The Board of Directors of this corporation shall consist of three (3) directors or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation.

The initial Board of Directors of this Corporation shall consist of the following persons:

Thomas E. Miller

Douglas V. Miller

Craig R. Miller

ARTICLE IX

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by

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all of the directors then in office, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors were present.

IN WITNESS WHEREOF, the undersigned has set her hand this 11th day of February 1985.

/s/ Ellen W. McVeigh

Ellen W. McVeigh

STATE OF MINNESOTA	)
	)      ss.
COUNTY OF HENNEPIN	)

The foregoing instrument was acknowledged before me this 11th day of February, 1985, by Ellen W. McVeigh.

/s/ Barbara A. Abramson

Notary Public Hennepin County, MN

My Commission expires Aug. 9, 1989

[SEAL]

This document was executed outside Wisconsin and the name of the draftsman is not required.

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FORM 4.SEC STATE 1980	State of Wisconsin	CORPORATION DIVISION
Stock – AMENDMENT	SECRETARY OF STATE
	Madison, Wisconsin 53702

Resolved, That Article I of the Articles of Incorporation of this corporation be amended to read as follows:

ARTICLE I

The name of this corporation shall be REM-Wisconsin, Inc.

The undersigned officers of REM-CONSULTING OF WISCONSIN, INC. whose registered office is located in Dane County, Wisconsin certify:

(Use correct and complete corporate name)

ý The foregoing amendment of the articles of incorporation of said corporation was consented to in writing by the holders of all shares entitled to vote with respect to the subject matter of said amendment, duly signed by said shareholders or in their names by their duly authorized attorneys, on the 19 day of December, 1986, such amendment to be effective on adoption and filing

OR 2.The foregoing amendment of the articles of incorporation of said corporation was adopted by the shareholders on the 19 day of December 1986 by the following vote:

			VOTE ON ADOPTION
Class	Number of SHARES outstanding	Number of SHARES entitled to vote	Number of affirmative votes CAST	Number of affirmative votes REQUIRED
Common	102	102	102	52
Preferred

3. (See instruction 6).

Executed in duplicate and seal (if any) affixed this 19 day of December 1986

	/s/ Thomas E. Miller
	President
(Affix seal or state that there is none)	/s/ Craig R. Miller
	Secretary

This document was drafted by Ellen B. McVeigh (See instruction 11)

(Please print or type name)

AMENDMENT — STOCK

Mail Returned Copy to:

[FILL IN THE NAME AND ADDRESS HERE]	STATE OF WISCONSIN
	FILED
C T Corporation System Inc.
405 Second Avenue, South	DECEMBER 26 1986
Minneapolis, Minnesota 55401
	DOUGLAS LA FOLLETTE
	SECRETARY OF STATE

INSTRUCTIONS

         1.  An amendment may be effected in either of two ways. The first method is by vote of shareholders, at a shareholders' meeting. The second method is by written consent of the shareholders, without a meeting.

         2.  If the amendment is effected by written consent, use item 1 and strike item 2.

         3.  If the amendment is effected by vote of shareholders, use item 2 and strike item 1.

         4.  Section 180.25 Wis. Stats. covers the vote necessary to adopt an amendment. For corporations organized on or after January 1, 1973, the statutory minimum is a majority of the shares entitled to vote on the matter. For corporations previously organized the statutory minimum is 2/3 of the shares entitled to vote unless the Articles provide for the majority vote. (If class voting is applicable the same minimum requirements must be met for each class as well as for the total shares entitled to vote.)

         5.  When the amendment is effected by written consent, ALL shareholders entitled to vote on the subject matter must sign the consent. See section 180.52 to determine what classes or series are entitled to vote on the subject matter.

         6.  The space at item 3 is for use in complying with subsecs. (6) and (7) of Sec. 180.53 of the statutes, reading:

         (  )  If such amendment provides for an exchange, reclassification or cancellation of issued shares, and if the manner in which the same shall be effected is not set forth in the amendment, then a statement of the manner in which the same shall be effected;

         (  )  If such amendment effects a change in the amount of stated capital, then a statement of the manner in which the same is effected and a statement, expressed in dollars, of the amount of stated capital as changed by such amendment.

         7.  Execute and submit in duplicate original. Furnish Secretary of State with two identical copies of the document. One copy will be retained (filed) by Secretary of State and the other copy returned as you indicate in the space above. The copy that is returned must be recorded with the Register of Deeds of the county in which the registered office of the corporation is located.

         8.  Affix corporate seal. Make sure that each of the copies of the document has an impression of the corporate seal. If the corporation does not have a seal, write or type "NO SEAL" on each of the copies.

         9.  Have the President and Secretary of the corporation sign. A Vice-President may sign in lieu of the President, and an Assistant Secretary may sign in lieu of the Secretary. Make sure that each of the copies has original signatures — carbon copy, xerox, or rubber stamp signatures are not acceptable.

         10.  FEES.  The fee for filing amendment is $25, or more, to be submitted with the document. Make check or money order payable to SECRETARY OF STATE. Your cancelled check is your receipt. If the amendment relates to shares, ADDITIONAL FEE may be due. The basic rate on shares is $1.25 per $1,000 on shares having par value, and/or 2½ cents per share, on shares of no par value. Compute the fee at such rates on the aggregate number of authorized shares AFTER giving effect to the amendment. Deduct thereform the fee applicable to the authorized shares BEFORE amendment. The remainder, if any, is the additional fee due.

         11.  Section 14.38(14) Wisconsin Statutes provides that this document shall not be recorded unless the name of the person (individual) who, or the governmental agency which, drafted it is printed, typewritten, stamped or written thereon in a legible manner. The statement printed on this document, if completed, complies with this provision. This must be completed on each of the duplicate originals.

Sec. 180.1006	State of Wisconsin
Wis. Stats.	Department of Financial Institutions

ARTICLES OF AMENDMENT – STOCK, FOR-PROFIT CORPORATION

A.    The present corporate name (prior to any change effected by this amendment) is:

REM-Wisconsin, Inc.

Text of Amendment (Refer to the existing articles of incorporation and the instructions on the reverse of this form. Determine those items to be changed and set forth the number identifying the paragraph in the articles of incorporation being changed and how the amended paragraph is to read.)

RESOLVED, THAT the articles of incorporation be amended as follows:

THAT Article I of the Articles of Incorporation be amended to read as follows:

ARTICLE I

The name of this Corporation shall be REM Wisconsin, Inc.

FILING FEE - $40.00, or more SEE instructions, suggestions and procedures on following pages.

DFI/CORP/4(R5/99) Use of this form is voluntary.

1

B.    Amendment(s) adopted on May 24, 2000 to be effective August 1, 2000

(Indicate the method of adoption by checking (X) the appropriate choice below.)

o  In accordance with sec. 180.1002, Wis. Stats. (By the Board of Directors)

OR

ý  In accordance with sec. 180.1003, Wis. Stats. (By the Board of Directors and Shareholders)

OR

o  In accordance with sec. 180.1005, Wis. Stats. (By Incorporators or Board of Directors, before issuance of shares)

C.	Executed on	7-12-00	/s/ Craig R. Miller
		(Date)	(Signature)
Title:  o  President  ý  Secretary
or other officer title			Craig R. Miller
			(Printed name)

This document was drafted by	Amy Dahl, Gray Plant Mooty, 3400 City Center, 33 S. 6th St. Minneapolis, MN 55402
	(Name the individual who drafted the document)

INSTRUCTIONS (Ref. sec. 180.1006 Wis. Stats. for document content)

Submit one original and one exact copy of Dept. of Financial Institutions, P O Box 7846, Madison WI, 53707-7846, together with a FILING FEE of $40.00 or more, payable to the department.  (If sent by Express or Priority U.S. mail, address to 345 W. Washington Ave., 3rd Floor, Madison WI, 53703). This document can be made available in alternate formats upon request to qualifying individuals with disabilities. The original must include an original manual signature, per sec. 180.0120(3)(c), Wis. Stats. Upon filing, the information in this document becomes public and might be used for purposes other than that for which it was originally furnished. If you have any questions, please contact the Division of Corporate & Consumer Services at 608-261-7577. Hearing-impaired may call 608-266-8818 for TDY.

DFI/CORP/41(R5/99)

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ARTICLES OF AMENDMENT—Stock, For-Profit Corporation

EFFECTIVE DATE: August 1, 2000.

Gray Plant Mooty	STATE OF WISCONSIN
3400 City Center, 33 S. 6th St.	FILED
Minneapolis, MN  55402
	JUL 27 2000
ATTN:  Nancy G. Barber, Paralegal
	DEPARTMENT OF
	FINANCIAL INSTITUTIONS

A.    Your return address and phone number during the day: (612) 343-2856.

INSTRUCTIONS (Continued)

A.    State the name of the corporation (before any changes effected by this amendment) and the text of the amendment(s). The text should recite the resolution adopted (e.g., "Resolved, that Article I of the articles of incorporation be amended to read: . . . . . (enter the amended article). If an amendment provides for an exchange, reclassification or cancellation of issued shares, state the provisions for implementing the amendment if not contained in the amendment itself.

B.    Enter the date of adoption of the amendment(s). If there is more than one amendment, identify the date of adoption of each. Mark ý one of the three choices to indicate the method of adoption of the amendment(s).

By Board of Directors—Refer to sec. 180.1002 for specific information on the character of amendments that may be adopted by the Board of Directors without shareholder action.

By Board of Directors and Shareholders—Amendments proposed by the Board of Directors and adopted by shareholder approval. Voting requirements differ with circumstances and provisions in the articles of incorporation. See sec. 180.1003, Wis. Stats, for specific information.

By Incorporators or Board of Directors—Before issuance of shares—See sec. 180.1005, Wis. Stats., for conditions attached to the adoption of an amendment approved by a vote or consent of less than 2/3rds of the shares subscribed for.

C.    Enter the date of execution and the name and title of the person signing the document. The document must be signed by one of the following: An officer of the corporation (or incorporator if directors have not been elected), or a court-appointed receiver, trustee or fiduciary. A director is not empowered to sign.

If the document is executed in Wisconsin, sec. 182.01(3) provides that it shall not be filed unless the name of the person (individual) who drafted it is printed, typewritten or stamped thereon in a legible manner. If the document is not executed in Wisconsin, enter that remark.

FILING FEE - Minimum fee is $40.00. If the amendment increases the number of authorized shares, provide an additional fee of 1 cent for each newly-authorized share.

DFI/CORP/4I(R5/99)

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EX-3.138

Exhibit 3.138

BY-LAWS

OF

REM-CONSULTING OF WISCONSIN, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Minneapolis, County of Hennepin, Minnesota.

Section 2. Registered Office. The name, location and address of the registered agent and office of the corporation in this state is CT Corporation System, 222 West Washington Avenue, Madison, Wisconsin. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Wisconsin as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Wisconsin be designated by the Board of Directors in the notice of meeting. Any annual or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If an annual meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders holding not less than three percent (3%) of the voting power of all shares of the corporation entitled to vote may call an annual meeting of shareholders by delivering to the President or Treasurer a written demand for

an annual meeting. Within thirty (30) days after the receipt of such written demand by the President or Treasurer, the Board of Directors shall cause an annual meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof.  Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting power of all shares of the corporation entitled to vote by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than three (3) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver

of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than fifty (50) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of all shares of the corporation entitled to vote at a meeting shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. If the holders of a majority of the voting power of all shares are not represented at a meeting, the shareholders present in person or by proxy shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The shareholders shall take action by the affirmative vote of the holders of a majority of the voting power of the shares present, in person or represented by proxy, and entitled to vote, except where a different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders.  Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 7 of this Article. Each director shall be elected at an annual meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, annual meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Wisconsin, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board

of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in section 6 of this

Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be. If the action does not require shareholder approval, such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such

other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person, except the offices of President and Secretary, and the offices of President and Vice President.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors or other person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate

financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Wisconsin, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors

Section 4. Amendments. Except as limited by the Articles of Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however; to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*** **

The undersigned, Secretary of REM-CONSULTING OF WISCONSIN, INC., a Wisconsin corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors by a unanimous action in writing signed on the 15th day of April, 1985.

/s/ Craig R. Miller

Secretary

EX-3.139

Exhibit 3.139

Form 2

Secretary of State

WISCONSIN

[ILLEGIBLE]

ARTICLES OF INCORPORATION

Stock (for profit)

Executed by the undersigned for the purpose
of forming a Wisconsin for-profit corporation	JUN 09 12:00PM
under Chapter 180 of the Wisconsin Statutes	#.  #
repealed and recreated by [ILLEGIBLE] Act 303:	141865 DCORP 90     90.00

Article 1.

Name of Corporation :     REM-Wisconsin II, Inc.

Article 2. (See FEE information on reverse)

The corporation shall be authorized to issue 9,000 shares.

Article 3.

The street address of the initial registered office is:	44 East Mifflin Street
(The complete address, including street and number, if assigned, and ZIP code. P.O. Box address may be included as part of the address, but is insufficient alone.)	Madison, Wisconsin 53703

Article 4.

The name of the initial registered agent
at the above registered office is:	CT Corporation System

Article 5. Other provisions (OPTIONAL):  are sent forth on Exhibit A attached hereto and made a part hereof

Article 6. Executed on June 6, 1994.

(date)

Name and complete address of each incorporator:

1)	Nancy G. Barber Walden	2)
	3400 City Center
	33 South Sixth Street
	Minneapolis, Minnesota 55402

/s/ Nancy G. Barber Walden
(Incorporator signature)	(Incorporator signature)

This document was drafted by.	not drafted in Wisconsin
(name of individual required by law)

FILING FEE - $90.00 OR MORE

SEE REVERSE for Instructions, Suggestions, Filing Fees and Procedures

EXHIBIT A

TO

ARTICLES OF INCORPORATION

OF

REM-WISCONSIN II, INC.

Article 5.

(a)Shareholders shall have no rights of cumulative voting.

(b)Shareholders shall have no rights pursuant to Section 180.0630 of the Wisconsin business corporation law, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this Corporation, or of any rights to purchase shares or other securities of this Corporation before the Corporation may offer them to other persons.

(c)The Board of Directors of this Corporation shall consist of three (3) directors or such other numbers of directors as shall be fixed in the manner provided in the By-Laws of this Corporation.

(d)The initial Board of Directors of this Corporation shall consist of the following persons:  Thomas E. Miller, Craig R. Miller, and Douglas V. Miller, each of whose address is 6921 York Avenue South, Edina, MN 55435.

DEPT OF
FINANCIAL INSTITUTIONS	State of Wisconsin
STATE OF WISCONSIN	Department of Financial Institutions
2000 JUL 21 AM 8:00

ARTICLES OF AMENDMENT – STOCK, FOR-PROFIT CORPORATION

A.            The present corporate name (prior to any change effected by this amendment) is:

REM-Wisconsin II, Inc.

Text of Amendment (Refer to the existing articles of incorporation and the instructions on the reverse of this form.  Determine those items to be changed and set forth the number identifying the paragraph in the articles of incorporation being changed and how the amended paragraph is to read.)

RESOLVED, THAT the articles of incorporation be amended as follows:

That Article I of the Articles of Incorporation be amended to read as follows:

ARTICLE I

The name of this Corporation shall be REM Wisconsin II, Inc.

FILING FEE - $40.00, or more SEE instructions, suggestions and procedures on following pages.

DFI/CORP/4(R5/99) Use of this form is voluntary.

1

B.            Amendment(s) adopted on May 24, 2000 to be effective August 1, 2000

(Indicate the method of adoption by checking (X) the appropriate choice below.)

o  In accordance with sec. 180.1002, Wis. Stats. (By the Board of Directors)

OR

ý  In accordance with sec. 180.1003, Wis. Stats. (By the Board of Directors and Shareholders)

OR

o  In accordance with sec. 180.1005, Wis. Stats. (By Incorporators or Board of Directors, before issuance of shares)

C.	Executed on	7-12-00	/s/ Craig R. Miller
		(Date)	(Signature)
Title:  o  President  ý  Secretary
or other officer title			Craig R. Miller
			(Printed name)

This document was drafted by	Amy Dahl, Gray Plant Mooty, 3400 City Center, 33 S. 6th St. Minneapolis, MN 55402
	(Name the individual who drafted the document)

INSTRUCTIONS (Ref. sec. 180.1006 Wis. Stats. for document content)

Submit one original and one exact copy of Dept. of Financial Institutions, P O Box 7846, Madison WI, 53707-7846, together with a FILING FEE of $40.00 or more, payable to the department.  (If sent by Express or Priority U.S. mail, address to 345 W. Washington Ave., 3^rd Floor, Madison WI, 53703). This document can be made available in alternate formats upon request to qualifying individuals with disabilities. The original must include an original manual signature, per sec. 180.0120(3)(c), Wis. Stats. Upon filing, the information in this document becomes public and might be used for purposes other than that for which it was originally furnished. If you have any questions, please contact the Division of Corporate & Consumer Services at 608-261-7577. Hearing -impaired may call 608-266-8818 for TDY.

DFI/CORP/41(R5/99)

2

ARTICLES OF AMENDMENT – Stock, For-Profit Corporation
EFFECTIVE DATE:	August 1, 2000
Gray Plant Mooty
3400 City Center, 33 S.6th St.
Minneapolis, MN 55402
ATTN: Nancy G. Barber, Paralegal

•Your return address and phone number during the day: (612) 343 - 2856

INSTRUCTIONS (Continued)

A.State the name of the corporation (before any change effected by this amendment) and the text of the amendment(s). The text should recite the resolution adopted (e.g., “Resolved, that Article 1 of the articles of incorporation be amended to read: . . . . .  (enter the amended article). If an amendment provides for an exchange, reclassification or cancellation of issued shares, state the provisions for implementing the amendment if not contained in the amendment itself.

B.Enter the date of adoption of the amendment(s). If there is more than one amendment, identify the date of adoption of each. Mark (X) one of the three choices to indicate the method of adoption of the amendment(s).

By Board of Directors – Refer to sec. 180.1002 for specific information on the character of amendments that may be adopted by the Board of Directors without shareholder action.

By Board of Directors and Shareholders – Amendments proposed by the Board of Directors and adopted by shareholder approval. Voting requirements differ with circumstances and provisions in the articles of incorporation. See sec. 180.1003, Wis. Stats., for specific information.

By Incorporators or Board of Directors – Before issuance of shares – See sec. 180.1005, Wis. Stats., for conditions attached to the adoption of an amendment approved by a vote or consent of less than 2/3rds of the shares subscribed for.

C.Enter the date of execution and the name and title of the person signing the document. The document must be signed by one of the following: An officer of the corporation (or incorporator if directors have not been elected), or a court-appointed receiver, trustee or fiduciary. A director is not empowered to sign.

If the document is executed in Wisconsin, sec. 182.01(3) provides that it shall not be filed unless the name of the person (individual) who drafted it is printed, typewritten or stamped thereon in a legible manner. If the document is not executed in Wisconsin, enter that remark.

FILING FEE - Minimum fee is $40.00. If the amendment increases the number of authorized shares, provide an additional fee of 1 cent for each newly-authorized share.

EX-3.140

Exhibit 3.140

BY-LAWS

OF

REM-WISCONSIN II, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office.  The name, location and address of the registered agent and office of the corporation in this state is CT Corporation System, 44 East Mifflin Street, Madison, Wisconsin 53703. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Wisconsin as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Wisconsin be designated by the Board of Directors in the notice of meeting. Any annual or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation shall be held on an annual basis on the first Monday of October, or on such other date, and at such time and place, as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the

President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting power of all shares of the corporation entitled to vote on any issue proposed to be considered at the proposed special meeting by delivering to the corporation a written demand for a special meeting, which demand shall contain the purpose(s) of the meeting. Only business within the purpose(s) described in the meeting notice may be conducted at special meetings of shareholders.

Section 4. Notice of meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than two (2) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than twenty (20) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by telephone, telegraph, teletype, facsimile or other form of wire or wireless communication, by private carrier, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given in writing or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting or promptly upon arrival to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than seventy (70)

days prior to any such intended action or meeting.

A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

Section 6. Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. A majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

Once a share is represented for any purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists, for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing, and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective.  All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The shareholders shall take action by the affirmative vote of the holders of a majority of the voting power of the shares present, in person or represented by proxy, and entitled to vote, except where a different vote is required by law, the Articles of Incorporation or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section l. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 7 of this Article. Each director shall be elected at an annual meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders or residents of Wisconsin.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, annual meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Wisconsin, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, or if the meeting is a regular meeting of the Board of Directors, no notice is required. In all other cases 48 hours’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given in writing or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting or promptly upon arrival to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter vote for or assent to action taken at the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may

adjourn the meeting from time to time until a quorum is present.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of two (2) or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members shall be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 10. Meeting by Means of Electronic Communication.

(a) Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a regular or special meeting of such Board or committee means of communication by which any of the following occurs:

1.  All participating directors may simultaneously hear each other during the meeting.

2.  All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

(b) If a meeting will be conducted through the use of any means described in par. (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (a) is deemed to be present in person at the meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the

corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors or other person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Wisconsin, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President or a Vice President and the Secretary or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) in the case of a loan to or guarantee of the obligation of a director, has been approved by the affirmative vote of the holders of a majority of the voting shares of all classes, voting as a single group.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall

deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*** **

The undersigned, Secretary of REM-WISCONSIN II, INC., a Wisconsin corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors by a unanimous action in writing signed on the 8th day of July, 1994.

/s/ Craig R. Miller

Secretary

EX-3.141

Exhibit 3.141

ARTICLES OF INCORPORATION

Stock (for profit)

Executed by the undersigned for the purpose
of forming a Wisconsin for-profit corporation	DEC 13 12:00PM
under Chapter 180 of the Wisconsin Statutes	#.   A
repealed and recreated by 1989 Wis.Act 303:	178291 DCORP 90       90.00

Article 1.

Name of Corporation:   REM-Wisconsin III, Inc.

Article 2.

The corporation shall be authorized to issue 9,000 shares.

Article 3.

The street address of the initial registered office is:	3070 Fish Hatchery Road
(The complete address, including street and number,	Madison, W1 53713
if assigned, and ZIP code. P.O. Box address may be
included as part of the address, but is insufficient
alone.)

Article 4.

The name of the initial registered agent at the above registered office is:      Ann Miller

Article 5.

Other provisions (OPTIONAL):      are set forth on Exhibit A attached hereto and made a part hereof

Article 6.

Executed on December 10, 1996	DEC 13 12:00PM
	#.  B
Name and complete address of each incorporator:	178291 EXPED 25       25.00

Nancy G. Barber Walden

3400 City Center

33 South Sixth Street

Minneapolis, MN 55402

/s/ Nancy G. Barber Walden
(Incorporator signature)	(Incorporator signature)

This document was drafted by: not drafted in Wisconsin

FILING FEE - $90.00 OR MORE

DEPT. FINANCIAL INSTITUTIONS FILE I.D. #

EXHIBIT A

TO

ARTICLES OF INCORPORATION

OF

REM WISCONSIN III, INC.

Article 5.

(a)Shareholders shall have no rights of cumulative voting.

(b)Shareholders shall have no rights pursuant to Section 180.0630 of the Wisconsin business corporation law, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this Corporation, or of any rights to purchase shares or other securities of this Corporation before the Corporation may offer them to other persons.

(c)The Board of Directors of this Corporation shall consist of three (3) directors or such other number of directors as shall be fixed in the manner provided in the By-Laws of this Corporation.

(d)The initial Board of Directors of this Corporation shall consist of the following persons:  Thomas E. Miller, Craig R. Miller, and Douglas V. Miller, each of whose address is 6921 York Avenue South, Edina, Minnesota 55435.

Return acknowledgment copy of filed Articles of Incorporation to:

Nancy G. Barber Walden

Gray, Plant, Mooty, Mooty & Bennett, P.A.

3400 City Center

33 South Sixth Street

Minneapolis, MN 55402

(612) 343-2856

[ILLEGIBLE] DEPT OF
FINANCIAL INSTITUTIONS	State of Wisconsin
STATE OF WISCONSIN	Department of Financial Institutions
2000 JUL 21 [ILLEGIBLE]

ARTICLES OF AMENDMENT – STOCK, FOR-PROFIT CORPORATION

A. The present corporate name (prior to any change effected by this amendment) is:

REM -Wisconsin III, Inc.

Text of Amendment (Refer to the existing articles of incorporation and the instructions on the reverse of this form. Determine those items to be changed and set forth the number identifying the paragraph in the articles of incorporation being changed and how the amended paragraph is to read.)

RESOLVED, THAT the articles of incorporation be amended as follows:

That Article I of the Articles of Incorporation be amended to read as follows:

ARTICLE I

The name of this Corporation shall be REM Wisconsin III, Inc.

JUL 21 12:00PM

#.  #

152871 DCORP 40  40.00

FILING FEE - $40.00, or more SEE instructions, suggestions and procedures on following pages.

DFI/CORP/4(RS/99) Use of this form is voluntary.

1

B. Amendment(s) adopted on May 24, 2000 to be effective August 1, 2000

(Indicate the method of adoption by checking ý the appropriate choice below.)

o  In accordance with sec. 180.1002, Wis. Stats. (By the Board of Directors)

OR

ý  In accordance with sec. 180.1003, Wis. Stats. (By the Board of Directors and Shareholders)

OR

o  In accordance with sec. 180.1005, Wis. Stats. (By Incorporators or Board of Directors, before issuance of shares)

C.	Executed on	7-12-00	/s/ Craig R. Miller
		(Date)	(Signature)
Title:  o  President  ý  Secretary
or other officer title			Craig R. Miller
			(Printed name)

This document was drafted by	Amy Dahl, Gray Plant Mooty, 3400 City Center, 33 S. 6th St. Minneapolis, MN 55402
	(Name the individual who drafted the document)

INSTRUCTIONS (Ref. sec. 180.1006 Wis. Stats. for document content)

Submit one original and one exact copy of Dept. of Financial Institutions, P O Box 7846, Madison WI, 53707-7846, together with a FILING FEE of $40.00 or more, payable to the department.  (If sent by Express or Priority U.S. mail, address to 345 W. Washington Ave., 3^rd Floor, Madison WI, 53703). This document can be made available in alternate formats upon request to qualifying individuals with disabilities. The original must include an original manual signature, per sec. 180.0120(3)(c), Wis. Stats. Upon filing, the information in this document becomes public and might be used for purposes other than that for which it was originally furnished. If you have any questions, please contact the Division of Corporate & Consumer Services at 608-261-7577. Hearing-impaired may call 608-266-8818 for TDY.

2

ARTICLES OF AMENDMENT – Stock, For-Profit Corporation
EFFECTIVE DATE:	August 1, 2000
Gray Plant Mooty
3400 City Center, 33 S.6th St.
Minneapolis, MN 55402
ATTN: Nancy G. Barber, Paralegal

•Your return address and phone number during the day: (612) 343 - 2856

INSTRUCTIONS (Continued)

A.State the name of the corporation (before any change effected by this amendment) and the text of the amendment(s). The text should recite the resolution adopted (e.g., “Resolved, that Article 1 of the articles of incorporation be amended to read: . . . . . (enter the amended article). If an amendment provides for an exchange, reclassification or cancellation of issued shares, state the provisions for implementing the amendment if not contained in the amendment itself.

B.Enter the date of adoption of the amendment(s). If there is more than one amendment, identify the date of adoption of each. Mark (X) one of the three choices to indicate the method of adoption of the amendment(s).

By Board of Directors – Refer to sec. 180.1002 for specific information on the character of amendments that may be adopted by the Board of Directors without shareholder action.

By Board of Directors and Shareholders – Amendments proposed by the Board of Directors and adopted by shareholder approval. Voting requirements differ with circumstances and provisions in the articles of incorporation. See sec. 180.1003, Wis. Stats., for specific information.

By Incorporators or Board of Directors – Before issuance of shares – See sec. 180.1005, Wis. Stats., for conditions attached to the adoption of an amendment approved by a vote or consent of less than 2/3rds of the shares subscribed for.

C.Enter the date of execution and the name and title of the person signing the document. The document must be signed by one of the following: An officer of the corporation (or incorporator if directors have not been elected), or a court-appointed receiver, trustee or fiduciary. A director is not empowered to sign.

If the document is executed in Wisconsin, sec. 182.01(3) provides that it shall not be filed unless the name of the person (individual) who drafted it is printed, typewritten or stamped thereon in a legible manner. If the document is not executed in Wisconsin, enter that remark.

FILING FEE - Minimum fee is $40.00. If the amendment increases the number of authorized shares, provide an additional fee of 1 cent for each newly-authorized share.

3

EX-3.142

Exhibit 3.142

BY-LAWS

OF

REM-WISCONSIN III, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The name, location and address of the registered agent and office of the corporation in this state is Ann Miller, 3070 Fish Hatchery Road, Madison, Wisconsin 53713. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Wisconsin as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Wisconsin be designated by the Board of Directors in the notice of meeting. Any annual or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Annual Meetings. Annual meetings of the shareholders of this corporation shall be held on an annual basis on the first Monday of October, or on such other date, and at such time and place, as may be designated by the Board of Directors in the notice of meeting. At annual meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the

President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting power of all shares of the corporation entitled to vote on any issue proposed to be considered at the proposed special meeting by delivering to the corporation a written demand for a special meeting, which demand shall contain the purpose(s) of the meeting. Only business within the purpose(s) described in the meeting notice may be conducted at special meetings of shareholders.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than two (2) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than twenty (20) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by telephone, telegraph, teletype, facsimile or other form of wire or wireless communication, by private carrier, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given in writing or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting or promptly upon arrival to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than seventy (70)

days prior to any such intended action or meeting.

A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

Section 6. Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. A majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

Once a share is represented for any purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists, for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing, and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The shareholders shall take action by the affirmative vote of the holders of a majority of the voting power of the shares present, in person or represented by proxy, and entitled to vote, except where a different vote is required by law, the Articles of Incorporation or these By-Laws.

Section 8. Action Without Meeting by Shareholders, Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation,

subject to the provisions of applicable law, the Articles of Incorporation and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 7 of this Article. Each director shall be elected at an annual meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders or residents of Wisconsin.

Section 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, annual meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Wisconsin, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, or if the meeting is a regular meeting of the Board of Directors, no notice is required. In all other cases 48 hours’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given in writing or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting or promptly upon arrival to the transaction of business on grounds that the meeting is not lawfully called orconvened and does not participate thereafter vote for or assent to action taken at the meeting.

Section 5. Quorum and Voting A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of two (2) or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members shall be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with

respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be.

Section 10. Meeting by Means of Electronic Communication.

(a)Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a regular or special meeting of such Board or committee means of communication by which any of the following occurs:

1.All participating directors may simultaneously hear each other during the meeting.

2.All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

(b)If a meeting will be conducted through the use of any means described in par. (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (a) is deemed to be present in person at the meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors or other person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Wisconsin, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents. Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President or a Vice President and the Secretary or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) in the case of a loan to or guarantee of the obligation of a director, has been approved by the affirmative vote of the holders of a majority of the votes represented by the outstanding voting shares of all classes, voting as a single group.

Section 3. Checks, Drafts. etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for

equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments. Except as limited by the Articles of Incorporation, these ByLaws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*** **

The undersigned, Secretary of REM-WISCONSIN III, INC., a Wisconsin corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors by a unanimous action in writing signed on the 24 day of January, 1997.

/s/ Craig R. Miller

Secretary

EX-3.143

Exhibit 3.143

ARTICLES OF INCORPORATION

OF

REM-WOODVALE WAIVER, INC.

The undersigned, being of full age and for the purpose of forming a corporation under Minnesota Statutes Chapter 302A, does hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be REM-Woodvale Waiver, Inc.

ARTICLE II

The location and address of this corporation’s registered office in this state shall be 6921 York Ave. S., Edina, MN 55435.

ARTICLE III

The total authorized number of shares of this corporation is One Million (1,000,000) shares all of which shall be shares of common stock of the par value of one cent ($.01) per share.

ARTICLE IV

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Shareholders shall have no rights, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

ARTICLE VI

The name and address of the incorporator of this corporation is:

Nancy G. Barber Walden

3400 City Center

Thirty Three South Sixth St.

Minneapolis, MN 55402

ARTICLE VII

The Board of Directors of this corporation shall consist of 3 director(s) or such other number of directors as shall be fixed in the manner provided in the By-Laws of this corporation. A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Section 559 of the Minnesota Business Corporation Act (Minnesota Statutes, Chap. 302A) or; (iv) liability for any transaction from which the director derived an improper personal benefit. If Chapter 302A, the Minnesota Business Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of

a director of the corporation in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VIII

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors were present.

IN WITNESS WHEREOF, the undersigned has set his hand this 5 day of August, 1994.

/s/ Nancy G. Barber Walden

Incorporator

STATE OF MINNESOTA	)
	) ss.
COUNTY OF Hennepin	)

The foregoing instrument was acknowledged before me this 5 day of August, 1994, by Nancy G. Barber Walden.

/s/ Sheryl L. Skogrand

Notary Public, Dakota County, MN

My Commission Expires: 8-17-98

ARTICLES OF MERGER

OF

REM-WOODVALE, INC.

WITH AND INTO

REM-WOODVALE WAIVER, INC.

(to be known as REM WOODVALE, INC., after the merger)

Pursuant to the provisions of the Minnesota Business Corporation Act, the following Articles of Merger are executed on the date hereinafter set forth:

First: REM-Woodvale Waiver, Inc. and REM-Woodvale, Inc., are each business corporations organized and existing under the laws of the State of Minnesota and are subject to the provisions of the Minnesota Business Corporation Law.

Second: REM-Woodvale Waiver, Inc., has issued and outstanding one hundred (100) shares of common stock. REM-Woodvale, Inc., has issued and outstanding one hundred (100) shares of common stock.

Third: Annexed hereto as Exhibit A is a copy of the Agreement and Plan of Merger adopted by the boards of directors and shareholders of REM-Woodvale Waiver, Inc. and REM Woodvale, Inc., in compliance with Minnesota Statutes Section 302A.613.

Fourth: The effective date of the Merger provided for in the Agreement and Plan of Merger shall be January 1, 2000, at 12:01 a.m.

Executed at Minneapolis, Minnesota, on December 22, 1999.

REM-WOODVALE WAIVER, INC.
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President
REM-WOODVALE, INC.
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

FOR THE MERGER

OF

REM-WOODVALE, INC.

WITH AND INTO

REM-WOODVALE WAIVER, INC.

AGREEMENT AND PLAN OF MERGER, (the “Plan”), dated December 16, 1999, for the merger of REM-Woodvale, Inc., a Minnesota corporation (“REM-Woodvale”) (hereinafter referred to as the “Merged Corporation”), with and into REM-Woodvale Waiver, Inc., a Minnesota corporation (which by reason of the merger will become REM Woodvale, Inc., a Minnesota corporation) (the “Surviving Corporation”). (The Merged and Surviving Corporations may be collectively referred to as “Constituent Corporations”).

RECITALS

WHEREAS, the Constituent Corporations are corporations duly organized and existing under the laws of the State of Minnesota; and

WHEREAS, The Constituent Corporations desire to merge, subject to the conditions set forth herein.

NOW, THEREFORE, subject to the conditions set forth herein, the Constituent Corporations shall be merged into a single corporation, REM-Woodvale Waiver, Inc., a Minnesota corporation and one of the Constituent Corporations, which shall continue its corporate existence and be the corporation surviving the merger. The terms and conditions of this merger (the “Merger”) and the manner of carrying the same into effect, are as follows:

ARTICLE I

Effective Date of the Merger

The Effective Date of the Merger shall be January 1, 2000, at 12:01 a.m. Upon the Effective Date of the Merger, the separate existence of the Merged Corporation shall cease and the Merged Corporation shall be merged into the Surviving Corporation.

ARTICLE II

Articles of Incorporation;
Authorized Shares

As a consequence of the Merger, the Articles of Incorporation of the Surviving Corporation, shall be amended and restated in their entirety to read as annexed hereto as Schedule A, which shall be the Articles of Incorporation of the Surviving Corporation subsequent to the Merger until otherwise amended or repealed.

ARTICLE III

Bylaws; Registered Office

As a consequence of the Merger, the Bylaws of the Surviving Corporation, as amended to date, shall be the Bylaws of the Surviving Corporation after the Merger. The registered office of the Surviving Corporation as of the Effective Date of the Merger shall be the registered office of the Surviving Corporation after the Merger, to-wit: 6921 York Avenue South, Edina, Minnesota 55435.

ARTICLE IV

Directors and Officers

The directors and officers of the Surviving Corporation in office immediately prior to the Effective Date shall remain the directors and officers of the Surviving Corporation at and after the Effective Date of the Merger until their respective successors shall have been duly elected and qualified. The directors and officers of the Merged Corporation holding office on the Effective Date shall be deemed to have resigned effective as of the Effective Date.

ARTICLE V

Conversion of Shares in the Merger

The manner of carrying the Merger into effect, and the manner and basis of converting shares of the Constituent Corporations into shares of the Surviving Corporation shall be as set forth in Schedule B annexed hereto.

ARTICLE VI

Effect of the Merger

At the Effective Date of the Merger, the Surviving Corporation shall succeed to, without other transfer, act or deed of any person, and shall possess and enjoy, all the rights, privileges, immunities, powers and franchises, both of a public and private nature, of the Constituent

Corporations, and all property, real, personal, and mixed, including patents, trademarks, tradenames, and all debts due to either of the Constituent Corporations on whatever account, for stock subscriptions as well as for all other things in action or all other rights belonging to either of said corporations; and all said property, rights, privileges, immunities, powers and franchises, and all and every other interest shall be thereafter the property of the Surviving Corporation as effectively as they were of the respective Constituent Corporations, and the title of any real estate vested by deed or otherwise in either of said Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that all rights of creditors and all liens upon any property of either of said Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens prior to the Effective Date of the Merger, and all debts, liabilities, and duties of said Constituent Corporations, respectively, shall thenceforth attach to the Surviving Corporation and shall be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted in the first instance by the Surviving Corporation.

ARTICLE VII

Accounting Matters

The assets and liabilities of the Constituent Corporations as of the Effective Date of the Merger shall be taken up on the books of the Surviving Corporation at the amounts at which they were carried at that time on the books of the respective Constituent Corporations. The surplus of the Surviving Corporation after the Merger, including any surplus arising in the Merger, shall be available to be used for any lawful purposes for which surplus may be used. Accounting procedures and depreciation schedules and procedures of any Constituent Corporation may be converted to those procedures and schedules selected by the Surviving Corporation.

ARTICLE VIII

Filing of Plan of Merger

After the Plan of Merger has been adopted and approved by the Boards of Directors and shareholders of the Constituent Corporations in accordance with Section 302A.613 of the Minnesota Business Corporation Act, Articles of Merger shall be executed and delivered to the Secretary of State of the State of Minnesota for filing as provided by the Minnesota Business Corporation Act. The Constituent Corporations shall also cause to be performed all necessary acts within the State of Minnesota and elsewhere to effectuate the Merger.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

REM-WOODVALE WAIVER, INC.
a Minnesota corporation
(the Surviving Corporation)
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President
By	/s/ Craig R. Miller
	Craig R. Miller
	Its Secretary
REM-WOODVALE, INC.
a Minnesota corporation
(the Merged Corporation)
By	/s/ Thomas E. Miller
	Thomas E. Miller
	Its President
By	/s/ Craig R. Miller
	Craig R. Miller
	Its Secretary

SCHEDULE A

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

REM WOODVALE, INC.

(formerly known as REM-WOODVALE WAIVER, INC.)

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

REM WOODVALE, INC.

ARTICLE I

Name

The name of this corporation shall be REM Woodvale, Inc.

ARTICLE II

Registered Office

The location and post office address of this corporation’s registered office in this state shall be 6921 York Avenue South, Edina, Minnesota 55435.

ARTICLE III

Authorized Capital

The total authorized number of shares of this corporation is Two Hundred Thousand (200,000) shares, all of which shall be shares of common stock of the par value of one cent ($0.01) per share. All shares of stock shall be equal in every respect. At all meetings of the shareholders, each shareholder of record entitled to vote thereat shall be entitled to one vote for each share (and a fractional vote for and equal to each fractional share) of stock standing in his or her name and entitled to vote at such meetings. Each outstanding fractional share shall have the rights provided in these Articles of Incorporation, the Bylaws of this corporation, and the laws of the State of Minnesota to which a full share of such stock is entitled, but in proportion which such fractional share bears to a full share of such stock.

ARTICLE IV

Cumulative Voting Prohibition

Shareholders shall have no rights of cumulative voting.

ARTICLE V

Preemptive Rights Prohibition

Shareholders shall have no rights, preemptive or otherwise, under Minnesota Statutes Section 302A.413 (or similar provisions of future law) to acquire or purchase any part of any unissued stock or other securities of this corporation, or of any stock or other securities issued

and thereafter acquired by this corporation, before the corporation may offer them to other persons.

ARTICLE VI

Limitation of Director Liability

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability based on the payment of an improper dividend or an improper repurchase of the corporation’s stock under Minnesota Statutes Section 302A.559 or on the sale of unregistered securities or securities fraud under Minnesota Statutes Section 80A.23; or (iv) liability for any transaction from which the director derived an improper personal benefit. If Minnesota Statutes Chapter 302A hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by Minnesota Statutes Chapter 302A, as amended. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VII

Director Action by Written Consent

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors then in office, unless the action is one which need to be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors are present.

SCHEDULE B

Conversion of Shares in the Merger

1.Stock of Surviving Corporation. At the Effective Date of the Merger, subject to Section 3 below, all shares of common stock of the Surviving Corporation issued and outstanding immediately prior to be converted and exchanged for              shares of the common stock of the Surviving Corporation, par value $.01 per share.

2.Stock of Merged Corporation. At the Effective Date of the Merger, subject to Section 3 below, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Woodvale issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for            shares of the common stock of the Surviving Corporation, par value $.01 per share.

3.Fractional Shares. Notwithstanding the provisions of Sections 1 and 2 above, the aggregate number of shares of the common stock of the Surviving Corporation issuable to a shareholder by reason of Sections 1 and 2 shall be reduced to the nearest whole number of shares, with no fractional shares being issued, and, in lieu of such fractional shares, the Surviving Corporation shall pay cash to such shareholder at a rate of $             per share.

SCHEDULE B

Conversion of Shares in the Merger

1.Stock of Surviving Corporation. At the Effective Date of the Merger, all shares of common stock of the Surviving Corporation issued and outstanding immediately prior to the Effective Date of the Merger shall be converted and exchanged for 15.000 shares of the common stock of the Surviving Corporation, par value $.01 per share.

2.Stock of Merged Corporation. At the Effective Date of the Merger, by virtue of the Merger and without any action on the part of any shareholder, each share of common stock of REM-Woodvale issued and outstanding immediately prior to the Effective Date of the Merger shall be cancelled.

EX-3.144

Exhibit 3.144

BY-LAWS

OF

REM-WOODVALE WAIVER, INC.

ARTICLE I

Offices

Section 1. Principal Executive Office. The principal executive office of the corporation shall be in the City of Edina, County of Hennepin, Minnesota.

Section 2. Registered Office. The location and address of the registered office of the corporation is 6921 York Avenue South, Edina, Minnesota. The registered office need not be identical with the principal executive office of the corporation and may be changed from time to time by the Board of Directors.

Section 3. Other Offices. The corporation may have other offices at such places within and without the State of Minnesota as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. All meetings of the shareholders of this corporation shall be held at its principal executive office unless some other place for any such meeting within or without the State of Minnesota be designated by the Board of Directors in the notice of meeting. Any regular or special meeting of the shareholders of the corporation called by or held pursuant to a written demand of shareholders shall be held in the county where the principal executive office is located.

Section 2. Regular Meetings. Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders holding not less than three percent (3%) of all voting shares of the corporation may call a regular meeting of shareholders by delivering to the President or Treasurer a written demand for a regular meeting. Within thirty (30) days after the receipt of such written demand by the President or Treasurer, the Board of Directors shall cause a regular meeting of shareholders to be

called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes appropriate for action by shareholders, may be called by the President, by the Vice President in the absence of the President, by the Treasurer, or by the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. Special meetings may also be called by one or more shareholders holding not less than ten percent (10%) of the voting shares of the corporation by delivering to the President or Treasurer a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of a written demand for a special meeting of shareholders by the President or Treasurer, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of shareholders that is not included among the stated purposes of such shall be voidable by or on behalf of the corporation unless all of the shareholders have waived notice of the meeting.

Section 4. Notice of Meetings. Except where a meeting of shareholders is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of shareholders stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each shareholder of record entitled to vote at such meeting not less than three (3) nor more than sixty (60) days prior to the date of such meeting. In the event that a plan of merger or the sale or other disposition of all or substantially all of the assets of the corporation is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than fourteen (14) days prior to the date of such meeting.

Notices of meeting shall be given to each shareholder entitled thereto by oral communication, by mailing a copy thereof to such shareholder at an address he has designated or to the last known address of such shareholder, by handing a copy thereof to such shareholder, or by any other delivery that conforms to law. Notice to any shareholder which is a corporation shall be given by delivering or mailing a copy thereof to the registered office of such shareholder. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed.

Any shareholder may waive notice of any meeting of shareholders. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the

meeting to, the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of shareholders, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 6. Quorum. The holders of a majority of the voting power of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the purpose of taking any action other than adjourning such meeting. Representation of the holders of any outstanding shares of the corporation entitled to vote shall constitute a quorum for the sole purpose of adjourning such meeting, and the holders of a majority of the shares so represented may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented, which might have been transacted at the adjourned meeting. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally represented leaves less than the number otherwise required for a quorum.

Section 7. Voting and Proxies. At each meeting of the shareholders every shareholder shall be entitled to one vote in person or by proxy for each share of capital stock held by such shareholder, but no appointment of a proxy shall be valid for any purpose more than eleven (11) months after the date of its execution, unless a longer period is expressly provided in the appointment. Every appointment of a proxy shall be in writing (which shall include telegraphing, cabling, or telephotographic transmission), and shall be filed with the Secretary of the corporation before or at the meeting at which the appointment is to be effective. An appointment of a proxy for shares held jointly by two or more shareholders shall be valid if signed by any one of them, unless the Secretary of the corporation receives from any one of such shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy. All questions regarding the qualification of voters, the validity of appointments of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting. The vote of the holders of the majority of the shares having voting power present in person or represented by proxy shall decide any question brought before any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws.

Section 8. Action Without Meeting by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on such action. Such written action shall be effective when signed by all of the shareholders entitled to vote thereon or at such different effective time as is provided in the written action.

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of applicable law, the Articles of Incorporation, and these By-Laws.

Section 2. Number, Tenure, and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the shareholders, subject to increase by resolution of the Board of Directors. In the event that the shareholders fail to fix the number of directors, the number of directors shall be the number provided for in the Articles of Incorporation, subject to increase by resolution of the Board of Directors. No decrease in the number of directors pursuant to this section shall effect the removal of any director then in office except upon compliance with the provisions of Section 8 of this Article. Each director shall be elected at a regular meeting of shareholders, except as provided in Sections 6 and 7 of this Article, and shall hold office until the next regular meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation, or removal from office. Directors shall be natural persons but need not be shareholders.

Section. 3. Meetings. Meetings of the Board of Directors shall be held immediately after, and at the same place as, regular meetings of shareholders. Other meetings of the Board of Directors may be held at such times and places as shall from time to time be determined by the Board of Directors. Meetings of the Board of Directors also may be called by the President, by the Vice President in the absence of the President, or by any director, in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the State of Minnesota, and shall cause notice of meeting to be given.

Section 4. Notice of Meetings. If the date, time, and place of a meeting of the Board of Directors has been announced at a previous meeting, no notice is required. In all other cases three (3) days’ notice of meetings of the Board of Directors, stating the date and time thereof and any other information required by law or desired by the person or persons calling such meeting, shall be given to each director. If notice of meeting is required, and such notice does not state the place of the meeting, such meeting shall be held at the principal executive office of the corporation. Notice of meetings

of the Board of Directors shall be given to directors in the manner provided in these By-Laws for giving notice to shareholders of meetings of shareholders.

Any director may waive notice of any meeting. A waiver of notice by a director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business on grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 5. Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

The Board of Directors shall take action by the affirmative vote of a majority of the directors present at any duly held meeting, except as to any question upon which any different vote is required by law, the Articles of Incorporation, or these By-Laws. A director may give advance written consent or objection to a proposal to be acted upon at a meeting of the Board of Directors. If the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected, such consent or objection shall be counted as a vote for or against the proposal and shall be recorded in the minutes of the meeting. Such consent or objection shall not be considered in determining the existence of a quorum.

Section 6. Vacancies and Newly Created Directorships. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors remaining in office, even though said remaining directors be less than a quorum. Any newly created directorship resulting from an increase in the authorized number of directors by action of the Board of Directors may be filled by a majority vote of the directors serving at the time of such increase. Any vacancy or newly created directorship may be filled by resolution of the shareholders. Unless a prior vacancy occurs by reason of his death, resignation, or removal from office, any director so elected shall hold office until the next regular meeting of shareholders and until his successor is duly elected and qualified.

Section 7. Removal of Directors. The entire Board of Directors or any director or directors may be removed from office, with or without cause, at any special meeting of the shareholders, duly called for that purpose as provided in these By-Laws, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. At such meeting, without further notice, the shareholders may fill any vacancy or vacancies created by such removal as provided in Section 6 of this

Article. Any such vacancy not so filled may be filled by the directors as provided in Section 6 of this Article. Any director named by the Board of Directors to fill a vacancy may be removed at any time, with or without cause, by an affirmative vote of a majority of the remaining directors, even though said remaining directors be less than a quorum, if the shareholders have not elected directors in the interval between the appointment to fill the vacancy and the time of removal.

Section 8. Committees. The Board of Directors, by a resolution approved by the affirmative vote of a majority of the directors then holding office, may establish one or more committees of one or more persons having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in such resolution. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors. Committee members need not be directors and shall be appointed by the affirmative vote of a majority of the directors present. A majority of the members of any committee shall constitute a quorum for the transaction of business at a meeting of any such committee. In other matters of procedure the provisions of these By-Laws shall apply to committees and the members thereof to the same extent they apply to the Board of Directors and directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

Section 9. Action in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken by written action signed by all of the directors then in office or by all of the members of such committee, as the case may be, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors or members of such committee that would be required to take the same action at a meeting at which all directors or committee members were present. If any written action is taken by less than all directors, all directors shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action.

Section 10. Meeting by Means of Electronic Communication. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar means of communication by which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 1. Number and Qualification. The officers of the corporation shall be elected by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents or such

other officers and assistant officers as it may deem necessary. Except as provided in these By-Laws, the Board of Directors shall fix the powers, duties, and compensation of all officers. Officers may, but need not, be directors of the corporation. Any number of offices may be held by the same person.

Section 2. Term of Office. An officer shall hold office until his successor shall have been duly elected, unless prior thereto he shall have resigned or been removed from office as hereinafter provided.

Section 3. Removal and Vacancies. Any officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by the vote of a majority of the Board of Directors. Any vacancy in an office of the corporation shall be filled by the Board of Directors.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors when present, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties usually vested in the office of the President and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Vice Presidents. The Vice President, if any, or Vice Presidents in case there be more than one, shall have such powers and perform such duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or, in the absence of any designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and shall maintain records of, and whenever necessary, certify all proceedings of the Board of Directors and of the shareholders. He shall keep the stock books of the corporation, and, when so directed by the Board of Directors, shall give or cause to be given notice of meetings of the shareholders and of meetings of the Board of Directors. He shall also perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 7. Treasurer. The Treasurer shall be the chief financial officer of the corporation. He shall have the care and custody of the corporate funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. He shall keep full and accurate financial records for the corporation and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 8. Other Officers. The Assistant Secretaries and Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, perform the duties and exercise the powers of the Secretary and Treasurer respectively. Such Assistant Secretaries and Assistant Treasurers shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. Any other officers appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and shall have such powers, perform such duties, and be responsible to such other officers as the Board of Directors may from time to time prescribe.

ARTICLE V

Certificates and Ownership of Shares

Section 1. Certificates. All shares of the corporation shall be represented by certificates. Each certificate shall contain on its face (a) the name of the corporation, (b) a statement that the corporation is incorporated under the laws of the State of Minnesota, (c) the name of the person to whom it is issued, and (d) the number and class of shares, and the designation of the series, if any, that the certificate represents.  Certificates shall also contain any other information required by law or desired by the Board of Directors, and shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by either the President, a Vice President, the Secretary, or an Assistant Secretary. If a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the Person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number of shares and date of issue shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation or the transfer agent for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender of such shares to the corporation or the transfer agent of the corporation.

Section 3. Ownership. Except as otherwise provided in this Section, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors, however, by a resolution approved by the affirmative vote of a majority of directors then in office, may establish a procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, shall be deemed the shareholders for such purposes as are permitted by the resolution of the Board of Directors and are specified in the writing.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

Section 1. Contracts. The Board of Directors may authorize such officers or agents as they shall designate to enter into contracts or execute and deliver instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. The corporation shall not lend money to, guarantee the obligation of, become a surety for, or otherwise financially assist any person unless the transaction, or class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of directors present, and (a) is in the usual and regular course of business of the corporation, (b) is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the Board of Directors, to benefit the corporation, or (d) has been approved by the affirmative vote of the holders of two-thirds of the outstanding shares, including both voting and nonvoting shares.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers or agents of the corporation as shall be designated and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

ARTICLE VII

Miscellaneous

Section 1. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2. Reserves. There may be set aside out of any funds of the corporation available for dividends such sum or sums as, the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for the purchase of additional property, or for such other purpose as the directors shall deem to be consistent with the interests of the corporation, and the directors may modify or abolish any such reserve.

Section 3. Fiscal Year. The fiscal year of the corporation shall be such twelve-month period as may be set by a resolution of the Board of Directors, provided, however, that the first fiscal year of the corporation may be a shorter period if permitted by law and set by a resolution of the Board of Directors.

Section 4. Amendments.  Except as limited by the Articles Incorporation, these By-Laws may be altered or amended by the Board of Directors at any meeting of directors to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to alter or repeal such By-Laws.

*** **

The undersigned, Secretary of REM-Woodvale Waiver, Inc., a Minnesota corporation, does hereby certify that the foregoing By-Laws are the By-Laws adopted for the corporation by its Board of Directors at a meeting held on the 23rd day of August, 1994.

/s/ Craig R. Miller

Secretary

EX-4.1

Exhibit 4.1

EXECUTION COPY

NATIONAL MENTOR, INC.

9-5/8% SENIOR SUBORDINATED NOTES DUE 2012

INDENTURE

Dated as of November 4, 2004

U.S. BANK NATIONAL ASSOCIATION

Trustee

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
312(a)	2.06
(b)	13.03
(c)	13.03
313(a)	7.06
(b)(2)	7.06
(c)	7.06
	13.02
(d)	7.06
314(a)	4.03
	13.05
(c)(1)	13.04
(c)(2)	13.04
(e)	13.05
316(a)(last sentence)	2.10
(a)(1)(A)	6.05
(a)(1)(B)	6.04
317(a)(1)	6.08

*This Cross-Reference Table is not part of this Indenture.

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TABLE OF CONTENTS

ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.02. Other Definitions

SECTION 1.03. Incorporation by Reference of Trust Indenture Act

SECTION 1.04. Rules of Construction

ARTICLE 2
THE NOTES

SECTION 2.01. Form and Dating

SECTION 2.02. Execution and Authentication

SECTION 2.03. Methods of Receiving Payments on the Notes

SECTION 2.04. Registrar and Paying Agent

SECTION 2.05. Paying Agent to Hold Money in Trust

SECTION 2.06. Holder Lists

SECTION 2.07. Transfer and Exchange

SECTION 2.08. Replacement Notes

SECTION 2.09. Outstanding Notes

SECTION 2.10. Treasury Notes

SECTION 2.11. Temporary Notes

SECTION 2.12. Cancellation

SECTION 2.13. Defaulted Interest

SECTION 2.14. CUSIP Numbers

SECTION 2.15. Issuance of Additional Notes

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ARTICLE 3
REDEMPTION AND PREPAYMENT

SECTION 3.01. Notices to Trustee

SECTION 3.02. Selection of Notes to Be Redeemed

SECTION 3.03. Notice of Redemption

SECTION 3.04. Effect of Notice of Redemption

SECTION 3.05. Deposit of Redemption Price

SECTION 3.06. Notes Redeemed in Part

SECTION 3.07. Optional Redemption

SECTION 3.08. Mandatory Redemption

SECTION 3.09. Offer to Purchase

ARTICLE 4
COVENANTS

SECTION 4.01. Payment of Notes

SECTION 4.02. Maintenance of Office or Agency

SECTION 4.03. Reports

SECTION 4.04. Compliance Certificate

SECTION 4.05. Taxes

SECTION 4.06. Stay, Extension and Usury Laws

SECTION 4.07. Restricted Payments

SECTION 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

SECTION 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock

SECTION 4.10. Asset Sales

SECTION 4.11. Transactions with Affiliates

SECTION 4.12. Liens

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SECTION 4.13. Corporate Existence

SECTION 4.14. Offer to Repurchase upon Change of Control

SECTION 4.15. Limitation on Senior Subordinated Debt

SECTION 4.16. Limitation on Issuances of Guarantees of Indebtedness

SECTION 4.17. Additional Note Guarantees

SECTION 4.18. Business Activities

SECTION 4.19. Designation of Restricted and Unrestricted Subsidiaries

ARTICLE 5
SUCCESSORS

SECTION 5.01. Merger Consolidation, or Sale of Assets

SECTION 5.02. Successor Corporation Substituted

ARTICLE 6
DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default

SECTION 6.02. Acceleration

SECTION 6.03. Other Remedies

SECTION 6.04. Waiver of Past Defaults

SECTION 6.05. Control by Majority

SECTION 6.06. Limitation on Suits

SECTION 6.07. Rights of Holders of Notes to Receive Payment

SECTION 6.08. Collection Suit by Trustee

SECTION 6.09. Trustee May File Proofs of Claim

SECTION 6.10. Priorities

SECTION 6.11. Undertaking for Costs

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ARTICLE 7
TRUSTEE

SECTION 7.01. Duties of Trustee

SECTION 7.02. Rights of Trustee

SECTION 7.03. Individual Rights of Trustee

SECTION 7.04. Trustee’s Disclaimer

SECTION 7.05. Notice of Defaults

SECTION 7.06. Reports by Trustee to the Holders of the Notes

SECTION 7.07. Compensation and Indemnity

SECTION 7.08. Replacement of Trustee

SECTION 7.09. Successor Trustee by Merger, etc.

SECTION 7.10. Eligibility; Disqualification

SECTION 7.11. Preferential Collection of Claims Against Company

ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance

SECTION 8.02. Legal Defeasance and Discharge

SECTION 8.03. Covenant Defeasance

SECTION 8.04. Conditions to Legal Defeasance or Covenant Defeasance

SECTION 8.05. Deposited Money and Cash Equivalents to Be Held in Trust; Other Miscellaneous Provisions

SECTION 8.06. Repayment to Company

SECTION 8.07. Reinstatement

ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. Without Consent of Holders of Notes

SECTION 9.02. With Consent of Holders of Notes

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SECTION 9.03. Compliance with Trust Indenture Act

SECTION 9.04. Revocation and Effect of Consents

SECTION 9.05. Notation on or Exchange of Notes

SECTION 9.06. Trustee to Sign Amendments, etc.

SECTION 9.07. Payments for Consent

ARTICLE 10
SUBORDINATION

SECTION 10.01. Agreement to Subordinate

SECTION 10.02. Liquidation; Dissolution; Bankruptcy

SECTION 10.03. Default on Designated Senior Debt

SECTION 10.04. Acceleration of Securities

SECTION 10.05. When Distribution Must Be Paid Over

SECTION 10.06. Notice by the Company

SECTION 10.07. Subrogation

SECTION 10.08. Relative Rights

SECTION 10.09. Subordination May Not Be Impaired by the Company

SECTION 10.10. Distribution or Notice to Representative

SECTION 10.11. Rights of Trustee and Paying Agent

SECTION 10.12. Authorization to Effect Subordination

ARTICLE 11
NOTE GUARANTEES

SECTION 11.01. Guarantee

SECTION 11.02. Subordination of Note Guarantee

SECTION 11.03. Limitation on Guarantor Liability

SECTION 11.04. Execution and Delivery of Note Guarantee

SECTION 11.05. Guarantors May Consolidate, etc., on Certain Terms

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SECTION 11.06. Releases of Guarantees

SECTION 11.07. Severability

ARTICLE 12
SATISFACTION AND DISCHARGE

SECTION 12.01. Satisfaction and Discharge

SECTION 12.02. Deposited Money and Government Securities to Be Held in Trust

SECTION 12.03. Repayment to the Company

SECTION 12.04. Survival

SECTION 12.05. Reinstatement

ARTICLE 13
MISCELLANEOUS

SECTION 13.01. Trust Indenture Act Controls

SECTION 13.02. Notices

SECTION 13.03. Communication by Holders of Notes with Other Holders of Notes

SECTION 13.04. Certificate and Opinion as to Conditions Precedent

SECTION 13.05. Statements Required in Certificate or Opinion

SECTION 13.06. Rules by Trustee and Agents

SECTION 13.07. No Personal Liability of Directors, Officers, Employees and Stockholders

SECTION 13.08. Governing Law

SECTION 13.09. No Adverse Interpretation of Other Agreements

SECTION 13.10. Successors

SECTION 13.11. Severability

SECTION 13.12. Counterpart Originals

SECTION 13.13. Table of Contents, Headings, etc.

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EXHIBITS

Exhibit A	FORM OF NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	FORM OF IAI CERTIFICATE
Exhibit E	FORM OF SUPPLEMENTAL INDENTURE

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INDENTURE dated as of November 4, 2004 among National MENTOR, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

WHEREAS the Company is a wholly owned subsidiary of National MENTOR Holdings, Inc., a Delaware corporation (“Holdings”), owned by affiliates of Madison Dearborn Partners, LLC;

WHEREAS the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its 9-5/8% Senior Subordinated Notes due 2012 (the “Notes”) to be issued in one or more series as provided in this Indenture;

WHEREAS the Guarantors have duly authorized the execution and delivery of this Indenture to provide for a guarantee of the Notes and of certain of the Company’s obligations hereunder; and

WHEREAS all things necessary to make this Indenture a valid agreement of the Company and the initial Guarantors, in accordance with its terms, have been done;

The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Notes:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions.

“144A Global Note” means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Debt” means, with respect to any specified Person:

(1)Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified 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 Subsidiary of, such specified Person; and

(2)Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Notes” means Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof.

“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.

“Agent” means any Registrar, Paying Agent or co-registrar.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Acquisition” means (a) an Investment by the Company or any of its Restricted Subsidiaries in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company, or (b) the acquisition by the Company or any Restricted Subsidiary of the Company of all or substantially all of the assets of any other Person or any division or line of business of any other Person.

“Asset Sale” means:

(1)the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Sections 4.14 and/or 5.01 hereof and not by Section 4.10 hereof; and

(2)the issuance or sale of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries (other than in each case, director qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary).

Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

(1)any single transaction or series of related transactions that involves assets having a fair market value of less than $3.0 million;

(2)a transfer of assets or cancellation of Indebtedness between or among the Company and its Restricted Subsidiaries;

(3)an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

2

(4)the sale, lease, sub-lease, license, sub-license or consignment of equipment, inventory, intellectual property, products, services, accounts receivable or other assets in the ordinary course of business;

(5)the sale or other disposition of cash or Cash Equivalents;

(6)a Restricted Payment or Permitted Investment that is permitted by Section 4.07 hereof;

(7)the licensing of intellectual property to third Persons on customary terms as determined by the Board of Directors in good faith;

(8)any sale or disposition of any property or equipment that has become damaged, worn-out, obsolete, condemned, given over in lieu of deed or otherwise unsuitable or not required for the ordinary course of the business of the Company and its Restricted Subsidiaries;

(9)foreclosure of assets;

(10)the creation or realization of any Lien permitted under this Indenture; and

(11)the settlement or write-off of accounts receivable or the sale of overdue accounts receivable for collection in the ordinary course of business.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” shall have a corresponding meaning.

“Board of Directors” means:

(1)with respect to a corporation, the board of directors of the corporation or a committee thereof authorized to exercise the power of the board of directors of such corporation;

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(2)with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3)with respect to any other Person, the board or committee of such Person serving a similar function.

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Business Day” means any day other than a Legal Holiday.

“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 that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1)in the case of a corporation, corporate stock;

(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)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)United States dollars;

(2)securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than 360 days from the date of acquisition, unless such securities are deposited to defease any Indebtedness;

(3)certificates of deposit, time deposits and eurodollar time deposits with maturities of not more than 360 days from the date of acquisition, bankers’ acceptances with maturities of not more than 360 days and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a rating of P-2 or better from Moody’s Investor Service, Inc. or A-2 or better from Standard & Poor’s Rating Services (or an equivalent rating from a nationally recognized rating agency);

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(4)repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)commercial paper having a rating of P-2 or better from Moody’s Investor Service, Inc. or A-2 or better from Standard & Poor’s Rating Services (or an equivalent rating from a nationally recognized rating agency) and in each case maturing not more than 360 days after the date of acquisition;

(6)money market funds at least substantially all of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition;

(7)securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by Standard & Poor’s Rating Services or A by Moody’s Investor Service, Inc.;

(8)securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any of the lenders under the Credit Agreement or any commercial bank satisfying the requirements of clause (3) of this definition; and

(9)money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by Standard & Poor’s Rating Services and Aaa by Moody’s Investor Service, Inc., and (iii) have portfolio assets of at least $5 billion.

“Change of Control” means the occurrence of any of the following:

(1)the direct or indirect sale, 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 properties or assets of the Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Principals or Related Parties 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” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than

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50% of the voting power of the Voting Stock of the Company or the Parent, as the case may be;

(4)the first day on which a majority of the members of the Board of Directors of the Parent or the Company are not Continuing Directors; or

(5)the Parent or the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Parent or the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Parent, the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where (A) the Voting Stock of the Parent or the Company 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) and (B) immediately after such transaction, no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the voting power of the Voting Stock of the surviving or transferee person.

“Company” means National MENTOR, Inc., a Delaware corporation, until a successor replaces it under this Indenture pursuant to Article 5 and thereafter means such successor.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period and, without duplication, plus:

(1)provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2)Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(3)depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense 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) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expense was deducted in computing such Consolidated Net Income; plus

(4)any management fees paid to the Principals by the Company in such period, to the extent that any such management fees were deducted in computing such Consolidated Net Income; provided that the maximum aggregate amount of such

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management fees in any 12-month period shall not exceed the greater of $2.0 million and an amount equal to 1.0% of the consolidated earnings before interest, taxes, depreciation and amortization of the Company and its Subsidiaries for such period; minus

(5)non-cash items increasing such Consolidated Net Income for such period, excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period;

in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, the Fixed Charges of and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of the Company shall be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company (A) in the same proportion that the Net Income of such Restricted Subsidiary was added to compute such Consolidated Net Income of the Company and (B) only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1)the Net Income 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 specified Person or a Restricted 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 Restricted Subsidiary or its stockholders (except, for purposes of calculating Consolidated Net Income for the covenant described under “Restricted Payments,” in each case to the extent of the amount of dividends or distributions that have been paid to the Company or to any Restricted Subsidiary not subject to any such restrictions);

(3)the Net Income (or loss) of any Person acquired during the specified period for any period prior to the date of such acquisition shall be excluded;

(4)the cumulative effect of a change in accounting principles shall be excluded;

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(5)notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary shall be excluded, whether or not distributed to the specified Person or one of its Subsidiaries;

(6)any non-cash goodwill or other intangible asset impairment charges incurred subsequent to the date of this Indenture resulting from the application of SFAS 142 shall be excluded;

(7)the net loss of any Person other than a Restricted Subsidiary shall be excluded;

(8)non-cash compensation charges resulting from stock options, restricted stock grants or other equity-incentive programs, or resulting from the accretion or accrual of dividends on preferred stock held by the Company’s deferred compensation plan (to the extent not paid in cash by the Company or any of its Restricted Subsidiaries), shall be excluded; and

(9)any increase in cost of goods sold as a result of the step-up in inventory valuation arising from applying the purchase method of accounting in accordance with GAAP in connection with any acquisition consummated after the date of this Indenture, net of taxes, shall be excluded.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company or the Parent, as the case may be, who:

(1)was a member of such Board of Directors on the date of this Indenture; or

(2)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.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Agreement” means that certain Credit Agreement, to be dated as of the date of this Indenture, by and among the Company, JPMorgan Chase Bank, as Administrative Agent, Bank of America, N.A., as Syndication Agent, and the other Lenders named therein providing for up to $170.0 million in term loan borrowings and $80.0 million of revolving credit borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced, restated, substituted or refinanced in whole or in part from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Subsidiaries of the Company as additional borrowers or such Subsidiaries or other Persons as guarantors thereunder) all or any

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portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

“Credit Facilities” means one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities or indentures, in each case with banks or other institutional lenders or a trustee providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or issuances of notes, in each case as amended, modified, renewed, refunded, replaced, restated, substituted or refinanced in whole or in part from time to time.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“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.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.07 hereof, in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.04 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Designated Senior Debt” means (1) any Indebtedness outstanding under the Credit Agreement; and (2) after the Credit Agreement has been paid in full (or, prior to such time, with the consent of the lenders under the Credit Agreement), any other Senior Debt permitted under this Indenture the principal amount of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Debt.”

“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, in each case at the option of the holder thereof), 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; provided that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Company or any of its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be

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repurchased by the Company or such Subsidiary in order to satisfy applicable statutory or regulatory obligations; and provided further that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07. The term “Disqualified Stock” shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is 91 days after the date on which the Notes mature.

“Domestic Subsidiary” means any Restricted Subsidiary that was formed under the laws of the United States or any state thereof or the District of Columbia

“Earn-out Obligation” means any contingent consideration based on future operating performance of the acquired entity or assets or other purchase price adjustment or indemnification obligation, payable following the consummation of an acquisition based on criteria set forth in the documentation governing or relating to such acquisition.

“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 (including in a private placement) of the Equity Interests (other than Disqualified Stock) of the Company or the Parent, other than public offerings with respect to the Equity Interests registered on Form S-8.

“Equity Sponsor” means Madison Dearborn Partners, LLC, a Delaware limited liability company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the Notes issued in the Exchange Offer in accordance with Section 2.07(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Contribution” means the net cash proceeds or Cash Equivalents received by the Company from:

(1)contributions to its common equity capital; and

(2)the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the

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Company or any Subsidiary) of Equity Interests (other than Disqualified Stock) of the Company,

in each case designated within 60 days of receipt of such net cash proceeds as Excluded Contributions pursuant to an Officers’ Certificate, so long as the net cash proceeds therefrom are excluded from clause (3)(b) of Section 4.07.

“Excluded Subsidiaries” means the Insurance Subsidiaries and the Non-Profit Subsidiaries, as well as all Unrestricted Subsidiaries.

“Existing Indebtedness” means Indebtedness outstanding on the date of this Indenture, other than under the Credit Agreement and this Indenture.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or 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 or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or preferred stock, and the use of the proceeds therefrom 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, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by the Company or any Restricted Subsidiary of the Company during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis including Pro Forma Cost Savings assuming that all such acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change in any associated fixed charge obligations and the change in Consolidated Cash Flow resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary of the Company or was merged with or into the Company or any Restricted Subsidiary of the Company since the beginning of such period) shall have made any acquisition, disposition, merger, consolidation or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such acquisition, disposition, merger, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period;

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(2)in calculating Fixed Charges attributable to interest on any Indebtedness computed on a pro forma basis, (a) interest on outstanding Indebtedness determined on a fluctuating basis as of the Calculation Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Calculation Date; (b) if interest on any Indebtedness actually incurred on the Calculation Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Calculation Date will be deemed to have been in effect during the four-quarter period; and (c) notwithstanding clause (a) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to interest rate swaps, caps or collars, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreement; and

(3)for any applicable four-quarter reference period that includes any period of time prior to the date of this Indenture, pro forma effect shall be given to the Refinancing and the other adjustments that were added to calculate “Adjusted EBITDA” as set forth in “Offering Memorandum Summary—Summary Historical and Pro Forma Consolidated Financial Data” all as calculated in good faith by a responsible financial or accounting officer of the Company, as if they had occurred on the first day of such four-quarter reference period.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs (excluding amortization of or write-off of debt issuance costs with respect to the Refinancing) and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus

(2)the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)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

(4)the product of (a) all dividends and distributions, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any Disqualified Stock or preferred stock of any of its Restricted Subsidiaries, other than

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dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary 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 of the Company incorporated in any jurisdiction outside the United States; provided that substantially all of such Restricted Subsidiary’s assets are located outside the United States.

“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 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 date of this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, issued in accordance with certain sections of this Indenture.

“Global Note Legend” means the legend set forth in Section 2.07(g)(ii), which is required to be placed on all Global Notes issued under this Indenture.

“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, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantors” means:

(1)Holdings;

(2)each direct or indirect Domestic Subsidiary of the Company on the date of this Indenture, other than Excluded Subsidiaries; and

(3)any other Subsidiary that executes a Note Guarantee in accordance with the provisions of this Indenture,

and their respective successors and assigns until released from their obligations under their Note Guarantees and this Indenture in accordance with the terms of this Indenture.

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“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1)interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging, swapping or otherwise managing interest rate risk;

(2)commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging, swapping or otherwise managing commodity price risk; and

(3)foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging, swapping or otherwise managing foreign currency exchange rate risk.

“Holder” means a Person in whose name a Note is registered.

“Holdings” means National MENTOR Holdings, Inc., a Delaware corporation.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, in respect of:

(1)borrowed money;

(2)evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3)banker’s acceptances;

(4)representing Capital Lease Obligations;

(5)the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

(6)representing any Hedging Obligations,

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 the specified Person of any indebtedness of any other Person; provided that Indebtedness shall not include any Earn-out Obligation, except to the extent that the contingent consideration relating thereto is not paid within 10 Business Days after the contingency relating thereto is resolved.

The amount of any Indebtedness outstanding as of any date shall be:

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(1)the accreted value thereof, in the case of any Indebtedness issued with original issue discount;

(2)the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness; and

(3)with respect to Indebtedness of another Person secured by a Lien on the assets of the Company or any of its Restricted Subsidiaries, the lesser of the fair market value of the property secured or the amount of the secured Indebtedness.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means $150,000,000 aggregate principal amount of Notes originally issued under this Indenture on the date hereof.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who is not also a QIB.

“Insurance Subsidiaries” means any Subsidiary of the Company engaged solely in one or more of the general liability, professional liability, health and benefits and workers compensation and such other insurance businesses, for the underwriting of insurance policies for Holdings and its Subsidiaries and the respective employees, officers or directors thereof.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made consistent with past practices), purchases or other acquisitions 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 a Restricted 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 Section 4.07 hereof. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of Section 4.07 hereof.

 “Issue Date” means the date on which $150,000,000 in aggregate principal amount of the Notes were originally issued under this Indenture.

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“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banks in The City of New York or at a place of payment are authorized or required by law, regulation or executive order to remain closed.  If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

“Legended Regulation S Global Note” means a global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“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.

“Liquidated Damages” means the additional amounts (if any) payable by the Company in the event of a Registration Default under, and as defined in, the Registration Rights Agreement.  The Trustee is not a party to the Registration Rights Agreement and is not responsible for determining whether Liquidated Damages are due and payable.  Until the Trustee receives an Officers’ Certificate informing it of the amount of, and the date such Liquidated Damages are due, the Trustee may assume without inquiry that no Liquidated Damages are due and payable by the Company,

“Magellan Seller Notes” means the notes in an aggregate principal amount of $10.0 million issued by Holdings to Magellan Health Services, Inc.

“MDP Subordinated Notes” means the junior subordinated notes in an aggregate principal amount of $15.0 million issued by Holdings to Madison Dearborn Partners, LLC, or its affiliates.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1)any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale (without reference to the $3.0 million limitation); or (b) the disposition of any other assets by such Person or any of its Restricted Subsidiaries (other than in the ordinary course of business) or the

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extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(2)any extraordinary or nonrecurring gain (or loss) (including nonrecurring gains or losses of the Company and its Subsidiaries incurred in connection with the Stock Purchase Agreement and the related refinancing), together with any related provision for taxes on such extraordinary or nonrecurring gain (or 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 costs relating to such Asset Sale or disposition of such non-cash consideration, 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, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness (other than revolving credit Indebtedness, unless there is a required reduction in commitments) secured by a Lien on the asset or assets that were the subject of such Asset Sale and any (1) reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP and (2) any reserve or payment with respect to any liabilities associated with such asset or assets and retained by the Company after such sale or other disposition thereof, including, without limitation, severance costs, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-Profit Entities” means each of REM New Jersey Properties, Inc., a New Jersey not-for-profit corporation, and any entity duly acquired or formed and organized by Holdings or any subsidiary of Holdings as a not-for-profit entity under applicable state law in furtherance of the business needs of Holdings and its Subsidiaries.

“Non-Recourse Debt” means Indebtedness:

(1)as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and

(2)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.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Guarantee” means a Guarantee of the Notes pursuant to this Indenture.

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“Notes” means the 9-5/8% Senior Subordinated Notes due 2012 of the Company issued on the date hereof and any Additional Notes.  The Initial Notes and the Additional Notes, if any are issued, shall be treated as a single class for all purposes under this Indenture.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages, costs, expenses and other liabilities payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated October 27, 2004, relating to the offering of the Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer, or the principal accounting officer of the Company, that meets the requirements of Section 13.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel that meets the requirements of Section 13.05 hereof.  The counsel may be an employee of or counsel to the Company, but such counsel shall be admitted to practice law in the State of New York.

“Parent” means any direct or indirect parent company of the Company.

“Parent Preferred Stock” means the preferred stock of Holdings outstanding on the date of this Indenture.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to The Depository Trust Company, shall include Euroclear and Clearstream).

“Permitted Business” means any business conducted or proposed to be conducted (as described in the Offering Memorandum) by the Company and its Restricted Subsidiaries on the date of this Indenture and other businesses reasonably related or ancillary thereto.

“Permitted Investments” means:

(1)any Investment in the Company or in a Restricted Subsidiary of the Company;

(2)any Investment in Cash Equivalents;

(3)any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

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(a)such Person becomes a Restricted Subsidiary of the Company; 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;

(4)any Investment made as a result of the receipt of non-cash consideration from an Asset Sale or other sale of assets that was made pursuant to and in compliance with Section 4.10 of this Indenture;

(5)any Investment the payment for which consists of Equity interests (other than Disqualified Stock) of the Company; provided that the fair market value of such Investment shall be excluded from clause (3)(b) of Section 4.07 hereof;

(6)Hedging Obligations;

(7)other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (7) since the date of this Indenture, not to exceed $10.0 million, plus, if an Investment pursuant to this clause (7) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of the Investment and such Person becomes a Restricted Subsidiary after such date, the lesser of (x) the amount of such Investment (valued at the date of the making of such Investment) made pursuant to this clause (7) by the Company and its Restricted Subsidiaries in the Person so designated and (y) the aggregate fair market value of such Investment owned by the Company and its Restricted Subsidiaries in the Person so designated immediately prior to such designation, plus an amount equal to any other net reduction in Investments made pursuant to this clause (7), not to exceed in the case of any such Investment, the amount of the Investment previously made and only if and to the extent such amounts are not included in the calculation of Consolidated Net Income;

(8)any Investment of the Company or any of its Restricted Subsidiaries existing on the date of this Indenture;

(9)loans to employees that are approved in good faith by a majority of the Board of Directors of the Company in an amount not to exceed $2.5 million outstanding at any time;

(10)any Investment acquired by the Company or any of its Restricted Subsidiaries:

(a)in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of a Person, or

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(b)as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(11)Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(12)advances to customers or suppliers in the ordinary course of business that are recorded in accordance with GAAP as accounts receivable or prepaid expenses or lease, utility and other similar deposits in the ordinary course of business; and

(13)Investments in joint ventures engaged in a Permitted Business not in excess of $15.0 million in the aggregate outstanding at any one time, plus, if an Investment pursuant to this clause (13) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of the Investment and such Person becomes a Restricted Subsidiary after such date, the lesser of (x) the amount of such Investment (valued at the date of the making of such Investment) made pursuant to this clause (13) by the Company and its Restricted Subsidiaries in the Person so designated and (y) the aggregate fair market value of such Investment owned by the Company and its Restricted Subsidiaries in the Person so designated immediately prior to such designation, plus an amount equal to any other net reduction in Investments made pursuant to this clause (13), not to exceed in the case of any such Investment, the amount of the Investment previously made and only if and to the extent such amounts are not included in the calculation of Consolidated Net Income.

“Permitted Junior Securities” means (1) Equity Interests in the Company or any other business entity provided for by a plan of reorganization as a successor thereto; or (2) debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt at least to the same extent as, or to a greater extent than, the Notes and the Note Guarantees are subordinated to Senior Debt under this Indenture.

“Permitted Liens” means:

(1)Liens on the assets of the Company and any Guarantor securing Senior Debt (including Hedging Obligations with respect to Senior Debt) that was permitted by the terms of this Indenture to be incurred;

(2)Liens in favor of the Company or any Restricted Subsidiary of the Company;

(3)Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;

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(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 in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by the Company or the Restricted Subsidiary;

(5)Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of Section 4.09 covering only the assets acquired with such Indebtedness;

(6)Liens of the Company and its Restricted Subsidiaries existing on the date of this Indenture and any renewals or extensions thereof, in each case on terms no more restrictive than, and not extending to any property or assets other than those covered by such Liens, on the date of this Indenture;

(7)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 $15.0 million at any one time outstanding;

(8)Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other similar obligations (exclusive of obligations for the payment of borrowed money) incurred in the ordinary course of business;

(9)Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(10)Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith;

(11)Liens to secure Indebtedness of any Foreign Restricted Subsidiary permitted to be incurred under Section 4.09 covering only the assets of such Foreign Restricted Subsidiary;

(12)Liens imposed by governmental authorities for taxes, assessments or other charges not yet subject to penalty or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books and records of the Company in accordance with GAAP;

(13)statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business;

(14)easements, rights-of-way, municipal and zoning restrictions and other similar charges, title defects, encumbrances or irregularities in respect of real property not

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interfering in any material respect with the ordinary course of the business of the Company or any of its Restricted Subsidiaries;

(15)judgment or attachment Liens not giving rise to an Event of Default;

(16)leases, subleases, licenses or sublicenses granted to other Persons in the ordinary course of business not materially interfering with the conduct of the business of the Company or any of its Restricted Subsidiaries or materially detracting from the value of the relative assets of the Company or any of its Restricted Subsidiaries;

(17)banker’s Liens, rights of set-off and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Company or any Restricted Subsidiary;

(18)Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(19)Liens which arise under Article 4 of the UCC on items in collection and documents and proceeds related thereto; and

(20)financing statements filed in connection with operating leases or consignments.

“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 (other than intercompany Indebtedness); provided that:

(1)the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of any reasonably determined premium and other amounts necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith);

(2)such Permitted Refinancing Indebtedness has a final maturity date equal to or later 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;

(3)if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or any Note Guarantee, 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 or such Note Guarantee 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; and

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(4)such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Principals” means the Equity Sponsor and its Affiliates.

“Private Placement Legend” means the legend set forth in Section 2.07(g)(i) to be placed on all Notes issued hereunder except where otherwise permitted by the provisions of this Indenture.

“Pro Forma Cost Savings” means, with respect to any period, the reduction in net costs and related adjustments that (i) were directly attributable to an Asset Acquisition that occurred during the four-quarter period or after the end of the four-quarter period and on or prior to the Calculation Date and calculated on a basis that is consistent with Regulation S-X under the Securities Act as in effect and applied as of the date of this Indenture, (ii) were actually implemented by the business that was the subject of any such Asset Acquisition within six months after the date of the Asset Acquisition and prior to the Calculation Date that are supportable and quantifiable by the underlying accounting records of such business or (iii) relate to the business that is the subject of any such Asset Acquisition and that the Company reasonably determines are probable based upon specifically identifiable actions to be taken within six months of the date of the Asset Acquisition and, in the case of each of (i), (ii) and (iii), are described, as provided below, in an Officer’s Certificate, as if all such reductions in costs had been effected as of the beginning of such period. Pro Forma Cost Savings described above shall be accompanied by a certificate delivered to the Trustee from the Company’s Chief Financial Officer that outlines the specific actions taken or to be taken, the net cost savings achieved or to be achieved from each such action and that, in the case of clause (iii) above, such savings have been determined to be probable.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Refinancing” has the meaning set forth in the Offering Memorandum.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of November 4, 2004, by and among the Company and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Company and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Global Note bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name

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of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes resold in reliance on Rule 904 of Regulation S.

“Related Party” means:

(1)any controlling stockholder, partner, member, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

(2)any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause.

“REM Seller Notes” means the notes in an aggregate principal amount of $28.0 million issued by Holdings to the former stockholders of REM, Inc. in connection with the acquisition of REM, Inc. in May 2003.

“Replacement Assets” means (1) non-current assets that will be used or useful in a Permitted Business or (2) all or substantially all of the assets of a Permitted Business or (3) a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.

“Representative” means the Trustee, administrative agent, agent or representative for any Senior Debt.

“Responsible Officer” when used with respect to the Trustee, means any officer within the Corporate Trust Services division of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

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“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated the Securities Act.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Senior Debt” means:

(1)all Indebtedness of the Company or any Guarantor outstanding under the Credit Agreement and all Hedging Obligations with respect thereto, whether outstanding on the date of this Indenture or incurred thereafter;

(2)any other Indebtedness of the Company or any Guarantor permitted to be incurred under the terms of this 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 or any Note Guarantee; and

(3)all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law).

Notwithstanding anything to the contrary in the preceding paragraph, Senior Debt will not include:

(1)any Indebtedness that is, by its express terms, subordinated in right of payment to any other Indebtedness of the Company or any Guarantor;

(2)any liability for federal, state, local or other taxes owed or owing by the Company;

(3)any Indebtedness of the Company to any of its Subsidiaries or other Affiliates (except to the extent such Affiliate is a lender under the Credit Agreement);

(4)any trade payables; or

(5)the portion of any Indebtedness that is incurred in violation of this Indenture.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article I, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture.

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“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, 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.

“Subsidiary” means, with respect to any specified 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 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); and

(2)any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date on which this Indenture is qualified under the TIA.

“Total Tangible Assets” means the total consolidated assets, less applicable depreciation, amortization and other valuation reserves and less all goodwill, trade names, trademarks, patents, unamortized debt discount and other intangibles, of the Company and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Company prepared in conformity with GAAP

“Trustee” means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unlegended Regulation S Global Note” means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend, deposited with or on behalf of and registered in the name of the Depositary or its nominee and issued upon expiration of the Restricted Period.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note in the form of Exhibit A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing a series of Notes that do not bear the Private Placement Legend.

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“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but 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;

(4)is not a guarantor or does not otherwise directly or indirectly provide credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries at the time of such designation unless such guarantee or credit support is released upon such designation; and

(5)has at least one director on its Board of Directors that is not a director or executive officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiaries.

Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07. 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 this 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 Section 4.09, the Company shall be in default hereunder.

“U.S. Person” means a U.S. person as defined in Rule 902(o) under the Securities Act.

“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 of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

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(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.

SECTION 1.02.  Other Definitions.

Term	Defined in Section
“Affiliate Transaction”	4.11
“Asset Sale Offer”	4.10
“Authentication Order”	2.02
“Change of Control Offer”	4.14
“Change of Control Payment”	4.14
“Change of Control Payment Date”	4.14
“Covenant Defeasance”	8.03
“DTC”	2.04
“Event of Default”	6.01
“Excess Proceeds”	4.10
“incur”	4.09
“Legal Defeasance”	8.02
“Note Guarantee”	11.01
“Offer Amount”	3.09
“Offer Period”	3.09
“Paying Agent”	2.04
“Payment Blockage Notice”	10.03
“Payment Blockage Period”	10.03
“Permitted Debt”	4.09
“Purchase Date”	3.09
“Registrar”	2.04
“Repurchase Offer”	3.09
“Restricted Payments”	4.07

SECTION 1.03.  Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

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“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes means the Company and any successor obligor upon the Notes.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

SECTION 1.04.  Rules of Construction.  Unless the context otherwise requires:

(a)a term has the meaning assigned to it;

(b)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c)“or” is not exclusive;

(d)words in the singular include the plural, and in the plural include the singular;

(e)provisions apply to successive events and transactions; and

(f)references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.

ARTICLE 2

THE NOTES

SECTION 2.01.  Form and Dating.  (a)  General.  The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto.  The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage.  Each Note shall be dated the date of its authentication.  The Notes shall be in denominations of $1,000 and integral multiples thereof.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b)Global Notes.  Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule

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of Exchanges of Interests in the Global Note” attached thereto).  Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Each Global Note shall represent such amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.07 hereof.

(c)Regulation S Global Notes.  Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Legended Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for The Depository Trust Company (“DTC”) in New York, New York, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided.  Following the termination of the Restricted Period, beneficial interests in the Legended Regulation S Global Note shall be exchanged for beneficial interests in Unlegended Regulation S Global Notes pursuant to the Applicable Procedures.  Simultaneously with the authentication of the Unlegended Regulation S Global Notes, the Trustee shall cancel the Legended Regulation S Global Note.  The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d)Euroclear and Clearstream Procedures Applicable.  The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream.

SECTION 2.02.  Execution and Authentication.  One Officer shall sign the Notes for the Company by manual or facsimile signature.

If the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual signature of the Trustee.  The signature shall be conclusive evidence that the Note has been authenticated in accordance with the terms of this Indenture.

The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.  The Trustee shall, upon a written order of the Company signed by one Officer (an “Authentication Order”), authenticate and deliver Notes for original issue on the date hereof in the aggregate principal amount of $150 million.  At any time and from time to

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time after execution of this Indenture, the Trustee shall, upon receipt of an Authentication Order, authenticate Notes for original issue in an aggregate principal amount specified in such Authentication Order.  Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes.  An authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

SECTION 2.03.  Methods of Receiving Payments on the Notes.

If a Holder of Notes has given wire transfer instructions to the Company, the Company shall pay all principal, interest and premium and Liquidated Damages, if any, on that Holder’s Notes in accordance with those instructions.  All other payments on Notes shall 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 addresses set forth in the register of Holders.

SECTION 2.04.  Registrar and Paying Agent.  The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the Notes and of their transfer and exchange.  The Company may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company shall promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenture.  If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.  The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints DTC to act as Depositary with respect to the Global Notes.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

SECTION 2.05.  Paying Agent to Hold Money in Trust.  The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Liquidated Damages, if any, or interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money.  If the Company or a Restricted

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Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.06.  Holder Lists.  The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a).

SECTION 2.07.  Transfer and Exchange.  (a)  Transfer and Exchange of Global Notes.  A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.  All Global Notes shall be exchanged by the Company for Definitive Notes if (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue to act as Depositary or (y) that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive Notes prior to the expiration of the Restricted Period; or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes.  Upon the occurrence of either of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee.  Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof.  Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note.  A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (d) or (f) hereof.

(b)Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.  Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.  Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i)Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery

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thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend.  Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.07(b)(i).

(ii)All Other Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.07(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Legended Regulation S Global Note prior to the expiration of the Restricted Period.  Upon consummation of an Exchange Offer by the Company in accordance with Section 2.07(f) hereof, the requirements of this Section 2.07(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes.  Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount at maturity of the relevant Global Notes pursuant to Section 2.07(h) hereof

(iii)Transfer of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.07(b)(ii) above and the Registrar receives the following:

(A)if the transferee shall take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B)if the transferee shall take delivery in the form of a beneficial interest in a Legended Regulation S Global Note, then the

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transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in the Unrestricted Global Note.  A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.07(b)(ii) above and:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Person participating in the distribution of the Exchange Notes or (2) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(1)if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2)if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

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If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)Transfer or Exchange of Beneficial Interests for Definitive Notes.  (i)  Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.  If any Holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than that listed in subparagraph (B) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(b) thereof, if applicable; or

(D)if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.07(c) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a

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beneficial interest in a Restricted Global Note pursuant to this Section 2.07(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii)Beneficial Interests in Legended Regulation S Global Note to Definitive Notes.  A beneficial interest in the Legended Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to the expiration of the Restricted Period, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.  A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Person participating in the distribution of the Exchange Notes or (2) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(1)if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2)if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the

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Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.  If any Holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.07(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall not bear the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.  (i)  Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.  If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; or

(C)if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note.

(ii)Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may exchange such Note for a beneficial

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interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Person participating in the distribution of the Exchange Notes or (2) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(1)if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2)if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.07(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

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If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.07(e), the Registrar shall register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.07(e).

(i)Transfer of Restricted Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)if the transfer shall be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)[INTENTIONALLY OMITTED]; and

(C)if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(ii)Restricted Definitive Notes to Unrestricted Definitive Notes.  Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Person participating in the distribution of the Exchange Notes or (2) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

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(C)any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(1)if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2)if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof,

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii)Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)Exchange Offer.  Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not participating in a distribution of the Exchange Notes and (y) they are not affiliates (as defined in Rule 144) of the Company, and (ii) Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer.  Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Global Notes so accepted Unrestricted Global Notes in the appropriate principal amount.

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(g)Legends.  The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(i)Private Placement Legend.  (A)  Except as permitted below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND ANY THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.  THIS LEGEND WILL

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BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.07 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii)Global Note Legend.  Each Global Note shall bear a legend in substantially the following form:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY

(h)Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.12 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)General Provisions Relating to Transfers and Exchanges.  (i)  To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order or at the Registrar’s request.

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(ii)No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

(iii)The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid and legally binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v)The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(vi)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(vii)The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(viii)All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile with the original to follow by first class mail.

SECTION 2.08.  Replacement Notes.  If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met.  If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced.  The Company may charge for its expenses in replacing a Note.

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Every replacement Note issued pursuant to this Section 2.08 is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

SECTION 2.09.  Outstanding Notes.  The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding.  Except as set forth in Section 2.10 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof.

If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.10.  Treasury Notes.  In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.11.  Temporary Notes.  Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes.  Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

SECTION 2.12.  Cancellation.  The Company at any time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment,

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replacement or cancellation and shall dispose of such cancelled Notes in its customary manner.  Subject to Section 2.08, the Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.13.  Defaulted Interest.  If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof.  The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment.  The Company shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest.  At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

SECTION 2.14.  CUSIP Numbers.  The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Company shall promptly notify the Trustee of any change in the “CUSIP” numbers.

SECTION 2.15.  Issuance of Additional Notes.  The Company may, subject to Article 4 of this Indenture and applicable law, issue Additional Notes.  The Initial Notes and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture.

ARTICLE 3

REDEMPTION AND PREPAYMENT

SECTION 3.01.  Notices to Trustee.  If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 35 but not more than 60 days before the redemption date (unless a shorter notice period shall be satisfactory to the Trustee in its reasonable discretion), an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.

SECTION 3.02.  Selection of Notes to Be Redeemed.  If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which

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the Notes are listed, or, 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.  In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 days nor more than 60 days prior to the redemption date by the Trustee (unless a shorter time period shall be satisfactory to the Trustee) from the outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed.  Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed.  Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

SECTION 3.03.  Notice of Redemption.  Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes in accordance with Article 8 hereof or a satisfaction and discharge of the Indenture in accordance with Article 12 hereof.  Notices of redemption may not be conditional.

The notice shall identify the Notes to be redeemed and shall state:

(a)the redemption date;

(b)the redemption price;

(c)if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(d)the name and address of the Paying Agent;

(e)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price and become due on the date fixed for redemption;

(f)that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g)the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(h)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

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At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense.

SECTION 3.04.  Effect of Notice of Redemption.  Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price.  A notice of redemption may not be conditional.

SECTION 3.05.  Deposit of Redemption Price.  On or before the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on that date.  The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption.  If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date.  If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

SECTION 3.06.  Notes Redeemed in Part.  Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company’s written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

SECTION 3.07.  Optional Redemption.  (a)  Except as set forth in clause (b) of this Section 3.07, the Notes shall not be redeemable at the Company’s option prior to December 1, 2008.  On or after December 1, 2008, the Company may redeem all or a portion of the Notes upon not less than 30 days nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of the years indicated below:

Year	Percentage
2008	104.813	%
2009	102.406	%
2010 and thereafter	100.000	%

(b)At any time prior to December 1, 2007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under

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this Indenture at a redemption price of 109.625% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of the Parent to the extent such proceeds are contributed to the common equity of the Company); provided that (1) at least 65% of the aggregate principal amount of the Initial Notes issued remains outstanding immediately after the occurrence of such redemption, excluding Notes held by the Company and its Subsidiaries; and (2) the redemption must occur within 90 days of the date of the closing of such Equity Offering (or, in the case of any Equity Offering by the Parent, the contribution to the Company).

(c)Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

SECTION 3.08.  Mandatory Redemption.  Except as set forth in Section 4.10 or 4.14 hereof, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

SECTION 3.09.  Offer to Purchase.  In the event that, pursuant to Section 4.10 or 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase Notes (a “Repurchase Offer”), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below.

The Repurchase Offer shall remain open for a period of no less than 30 days and no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”).  No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.10 or 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer.  Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer.

Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee.  The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer.  The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state:

(a)that the Repurchase Offer is being made pursuant to this Section 3.09 and Sections 4.10 or 4.14 hereof and the length of time the Repurchase Offer shall remain open;

(b)the Offer Amount, the purchase price and the Purchase Date;

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(c)that any Note not tendered or accepted for payment shall continue to accrete or accrue interest;

(d)that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest after the Purchase Date;

(e)that Holders electing to have a Note purchased pursuant to a Repurchase Offer may only elect to have all of such Note purchased or a portion of such Note in denominations of $1,000 or integral multiples thereof;

(f)that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(g)that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(h)that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and

(i)that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09.  The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the

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Company to the Holder thereof.  The Company shall publicly announce the results of the Repurchase Offer on the Purchase Date.

ARTICLE 4

COVENANTS

SECTION 4.01.  Payment of Notes.  The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if a Person other than the Company or a Subsidiary thereof, holds as of 12:00 p.m. (noon) Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.  The Company shall pay all Liquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace period) at the same rate to the extent lawful.

SECTION 4.02.  Maintenance of Office or Agency.  The Company shall maintain in the Borough of Manhattan, The City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to, or upon the Company in respect of, the Notes and this Indenture may be served.  The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes.  The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.04.

SECTION 4.03.  Reports.  (a) Whether or not required by the SEC, so long as any Notes are outstanding, the Company will furnish to the Trustee, and will furnish upon request to

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the Trustee on behalf of the Holders of Notes, in each case within five days after the time periods specified in the SEC’s rules and regulations:

(1)all quarterly and annual financial information that would be required to be contained in a filing with the SEC 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

(2)all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports;

provided that the first such report shall be furnished upon the later of five business days after (i) the 45^th day following the date of this Indenture and (ii) the time period specified in the SEC’s rules and regulations.

In addition, following the date by which the Company is required to consummate the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the SEC, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company and the Guarantors have agreed that, for so long as any Notes (but not the Exchange Notes) remain outstanding, they 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.

(b)If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) above shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” 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.

SECTION 4.04.  Compliance Certificate.  (a)  The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have

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knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b)So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03(a) above shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c)The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith, but in no event later than three Business Days, upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

SECTION 4.05.  Taxes.  The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

SECTION 4.06.  Stay, Extension and Usury Laws.  The Company and each of the Guarantors covenant (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.07.  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 in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) 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, payments or distributions

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(a) payable in Equity Interests (other than Disqualified Stock) of the Company or (b) 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) any Equity Interests of the Company or the Parent;

(3)make any payment of principal or premium on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness that is subordinated to the Notes or the Note Guarantees, except a payment of principal at the 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”),

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; and

(2)the Company would, at the time of such Restricted Payment and 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 Section 4.09; 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 date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3), (6), (7), (8), (12) 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 June 30, 2004 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 amount received in cash plus the fair market value, as determined in good faith by the Board of Directors of the Company, of property and marketable securities received by the Company subsequent to the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock) of the Company (other than Excluded Contributions) or net cash proceeds

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received by the Company subsequent to the date of this Indenture from the issue or sale of Disqualified Stock or debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the Company); plus

(c)an amount equal to the net reduction in Restricted Investments made by the Company and its Restricted Subsidiaries subsequent to the date of this Indenture, resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances or other transfers of assets, in each case to the Company or any such Restricted Subsidiary from any such Investment, or from the net cash proceeds from the sale of any such Investment, or from a redesignation of an Unrestricted Subsidiary to a Restricted Subsidiary, but only if and to the extent such amounts are not included in the calculation of Consolidated Net Income and not to exceed in the case of any Investment the amount of the Investment previously made by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary; provided that any amounts in excess of the amount of the Investment previously made may be added to the amounts otherwise available under this clause (c) to make Restricted Investments pursuant to this clause (3) but not for other Restricted Payments.

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 this Indenture;

(2)the repurchase, redemption, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any Restricted Subsidiary subordinated to the Notes or any Note Guarantee or of any Equity Interests of the Company or any Parent in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Company) of, Equity Interests of the Company (or the Parent to the extent the net cash proceeds are contributed to the common equity of the Company) other than Disqualified Stock; provided that the amount of any such net proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph;

(3)the repayment, defeasance, redemption, repurchase or other acquisition of any Indebtedness of the Company or any Restricted Subsidiary subordinated to the Notes or any Note Guarantee with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

(4)the payment of any dividend by a Restricted Subsidiary of the Company to the holders of its common Equity Interests on a pro rata basis;

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(5)the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company and any distribution, loan or advance to the Parent for the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Parent, in each case held by any former or current employees, officers, directors or consultants of the Company or any of its Restricted Subsidiaries or their respective estates, spouses, former spouses or family members under any management equity plan or stock option or other management or employee benefit plan or compensatory arrangement upon the death, disability or termination of employment of such Persons, in an amount not to exceed $3.0 million in any calendar year; provided that the Company may carry over and make in subsequent calendar years, in addition to the amounts permitted for such calendar year, the amount of such purchases, redemptions or other acquisitions or retirements for value permitted to have been made but not made in any preceding calendar year up to a maximum of $10.0 million in any calendar year; and provided further that such amount in any calendar year may be increased by an amount not to exceed (i) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company (or the Parent to the extent such net cash proceeds are contributed to the common equity of the Company) to employees, officers, directors or consultants of the Company and its Restricted Subsidiaries that occurs after the date of this Indenture (to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments) plus (ii) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the date of this Indenture less any amounts previously applied to the payment of Restricted Payments pursuant to this clause (5); provided further that cancellation of Indebtedness owing to the Company or the Parent from employees, officers, directors and consultants of the Company or any of its Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of this Indenture; provided further that the net cash proceeds from such sales of Equity Interests described in clause (i) of this clause (5) shall be excluded from clause (3)(b) of the preceding paragraph to the extent such proceeds have been or are applied to the payment of Restricted Payments pursuant to this clause (5);

(6)(i) the payment of dividends or other distributions or the making of loans or advances to the Parent in amounts required for the Parent to pay franchise taxes and other fees required to maintain its existence and provide for all other operating costs of the Parent to the extent attributable to the ownership or operation of the Company and its Restricted Subsidiaries, including, without limitation, in respect of director fees and expenses, administrative, legal and accounting services provided by third parties and other costs and expenses, including all costs and expenses with respect to filings with the SEC, and (ii) fees and expenses incurred in connection with any acquisition permitted by the terms of this Indenture, up to an aggregate amount under this clause (6) of $2.0 million per fiscal year ($4.0 million following

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any underwritten public offering of Equity Interests of the Company or the Parent) plus any indemnification or expense reimbursement claims made by directors or officers of the Parent attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(7)the payment of dividends or other distributions by the Company to the Parent in amounts required to pay the tax obligations of the Parent attributable to the Company and its Subsidiaries determined as if the Company and its Subsidiaries had filed a separate consolidated, combined or unitary return for the relevant taxing jurisdiction; provided that any refunds received by the Parent attributable to the Company or any of its Subsidiaries shall promptly be returned by the Parent to the Company through a contribution to the common equity of, or the purchase of common stock (other than Disqualified Stock) of the Company from, the Company; and provided further that the amount of any such contribution or purchase shall be excluded from clause (3)(b) of the preceding paragraph;

(8)repurchases of Capital Stock deemed to occur upon the cashless exercise of stock options and warrants;

(9)other Restricted Payments not otherwise permitted pursuant to this covenant in an aggregate amount not to exceed $20.0 million;

(10)the declaration and payment of dividends and distributions to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries or preferred stock of any such Restricted Subsidiaries, in each case issued or incurred in accordance with Section 4.09 hereof;

(11)upon the occurrence of a Change of Control and within 60 days after completion of the offer to repurchase Notes pursuant to Section 4.14 hereof (including the purchase of all Notes tendered), any purchase or redemption of Indebtedness of the Company subordinated to the Notes that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Change of Control, at a purchase price not greater than 101% of the outstanding principal amount thereof (plus accrued and unpaid interest);

(12)the redemption, repurchase, defeasance or other acquisition or retirement for value of the Magellan Seller Notes, the REM Seller Notes, the MDP Subordinated Notes and the Parent Preferred Stock, including the payment of any accrued interest, dividends or premiums thereon and any related costs and expenses (including any payments or distributions made by the Company to the Parent to finance any of the foregoing);

(13)Investments that are made with Excluded Contributions;

(14)after completion of an offer to repurchase Notes under Section 4.10, the repurchase, redemption or other acquisition or retirement for value of Indebtedness of the

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Company that is subordinated to the Notes with Excess Proceeds remaining after such offer to the extent such Excess Proceeds are permitted to be used for general corporate purposes under Section 4.10; and

(15)the repurchase, redemption or other acquisition for value of Equity Interests of the Company or the Parent representing fractional shares of such Equity Interests in connection with a merger, consolidation, amalgamation or other combination involving the Company or the Parent; provided that the aggregate amount of such repurchase, redemption or other acquisition for value pursuant to this clause (15) does not to exceed $1,000,000;

provided, however, that in the case of clauses (5), (9), (10) and (14) above, no Default or Event of Default has occurred and is continuing.

For purposes of determining compliance with this covenant, in the event that a Restricted Payment meets the criteria of more than one of the exceptions described in (1) through (15) above or is entitled to be made pursuant to the first paragraph of this covenant, the Company shall, in its sole discretion, classify the Restricted Payment in any manner that complies with the covenant. 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 to or by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant shall, if the fair market value thereof exceeds $15.0 million, be determined by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $10.0 million. 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 Section 4.07 were computed, together with a copy of any fairness opinion or appraisal required by this Indenture.

SECTION 4.08.  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 restriction on the ability of any Restricted Subsidiary to:

(1)pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2)make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3)transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

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However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)Existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture 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, with respect to such encumbrances than those contained in such Existing Indebtedness and the Credit Agreement, as in effect on the date of this Indenture;

(2)this Indenture, the Notes and the Note Guarantees or by other Indebtedness of the Company or of a Guarantor which is pari passu in right of payment with the Notes or Note Guarantees, as applicable, incurred under an indenture pursuant to Section 4.09 hereof; provided that the encumbrances and restrictions are no more restrictive, taken as a whole, than those contained in this Indenture;

(3)applicable law or regulation;

(4)any agreements or 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 such Indebtedness was incurred or Capital Stock was issued 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 this Indenture to be incurred;

(5)customary non-assignment provisions in leases entered into in the ordinary course of business;

(6)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 clause (3) of the preceding paragraph;

(7)an agreement entered into for the sale or disposition of Capital Stock or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets (in either case, so long as such encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold);

(8)Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

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(9)Permitted Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien;

(10)customary limitations on the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(11)with respect to clause (3) of the first paragraph of this covenant, restrictions under licensing, contractual or other arrangements with any federal, state, county or municipal government or any agency thereof entered into in the ordinary course of business which restrict the assignment or other transfer of the rights granted thereunder;

(12)cash or other deposits or net worth requirements imposed by customers or agreements entered into in the ordinary course of business; and

(13)Indebtedness of any Foreign Restricted Subsidiary incurred pursuant to clause (16) of the second paragraph of Section 4.09; provided that the Board of Directors of the Company determines in good faith at the time such dividend or other payment restrictions are created that they will not materially adversely affect the Company’s ability to fulfill its obligations under the Notes and this Indenture.

SECTION 4.09.  Incurrence of Indebtedness and Issuance of Preferred Stock.  The Company will not, and will not permit any of its Restricted 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 the Company will not permit any of its Restricted Subsidiaries to issue any Disqualified Stock or preferred stock; provided, however, that the Company and the Guarantors may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, the Guarantors may issue preferred stock and any Foreign Restricted Subsidiary may incur Acquired Debt, 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 2.00 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 Disqualified Stock or preferred stock 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)(a) the incurrence by the Company or any Restricted Subsidiary of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the

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maximum potential liability of the Company and the Restricted Subsidiaries thereunder) not to exceed $255.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to permanently repay any Indebtedness under Credit Facilities (and, in the case of any revolving credit Indebtedness under a Credit Facility, to effect a corresponding commitment reduction thereunder) pursuant to Section 4.10;

(2)the incurrence of the Existing Indebtedness;

(3)the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes to be issued on the date of this Indenture and the related Note Guarantees and the Exchange Notes and the related Note Guarantees to be issued therefor pursuant to the Registration Rights Agreement;

(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 (real or personal), plant or equipment used in the business of the Company or any of its Restricted Subsidiaries (whether through the direct acquisition of such assets or the acquisition of Equity Interests of any Person owning such assets) in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (x) $20.0 million and (y) 10% of Total Tangible Assets;

(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 Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (14) or (16) 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 Note Guarantee, 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 Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an

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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 in the ordinary course of business for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(8)the guarantee by the Company or any Restricted Subsidiary 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 accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock or preferred stock in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued, accreted or amortized to the extent required by the definition thereof;

(10)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims or self-insurance obligations or bid, performance or surety bonds issued for the account of the Company or any Restricted Subsidiary, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, self-insurance or bid, performance or surety bonds (in each case, other than for an obligation for borrowed money); 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)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from agreements of the Company or such 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, assets or Capital Stock of the Company or a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of that Indebtedness shall

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at no time exceed the gross proceeds including non-cash proceeds (the fair market value of those non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and/or that Restricted Subsidiary in connection with that disposition;

(12)the issuance of Disqualified Stock or preferred stock by any of the Company’s Restricted Subsidiaries issued to the Company or another Restricted Subsidiary; provided that (i) any subsequent issuance or transfer of any Equity Securities that results in such Disqualified Stock or preferred stock being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such shares of Disqualified Stock or preferred stock to a Person that is not either the Company or a Restricted Subsidiary thereof shall be deemed, in each case, to constitute an issuance of such shares of Disqualified Stock or preferred stock that was not permitted by this clause (12);

(13)the incurrence by the Company or any of its Restricted Subsidiaries of obligations in respect of performance and surety bonds and completion guarantees provided by the Company or such Restricted Subsidiary in the ordinary course of business;

(14)the incurrence by the Company or any Restricted Subsidiary of Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (14), not to exceed $15.0 million;

(15)contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; and

(16)the incurrence by the Company of Indebtedness consisting of promissory notes issued to current or former officers, directors, employees or consultants (or their estates, spouses or former spouses) of the Company or Parent or any Restricted Subsidiary of the Company, issued to purchase or redeem Equity Interests of the Company or Parent; provided that (x) the aggregate principal amount of such Indebtedness at any time outstanding does not exceed $5.0 million and (y) such Indebtedness is expressly subordinated in right of payment to the Notes and does not provide for the payment of principal or interest thereon or other payments with respect thereto until 91 days after the date on which the Notes mature.

For purposes of determining compliance with this Section 4.09, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) above, or is entitled to be incurred pursuant to the first paragraph of this Section 4.09, the Company will be permitted to classify such item of Indebtedness on the date of its incurrence, and from time to time may reclassify, in any manner that complies with this covenant at such time.

SECTION 4.10.  Asset Sales.  The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

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(1)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;

(2)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

(3)at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets or a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash:

(a)any liabilities (as shown on the Company’s or such 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 Note Guarantee) that are assumed by the transferee of any such assets and, in the case of liabilities other than Non-Recourse Debt, where the Company and all Restricted Subsidiaries are released from any further liability in connection therewith (including by operation of law);

(b)any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days thereafter (to the extent of the cash received in that conversion); and

(c)any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received since the date of this Indenture pursuant to this clause (c) that is at that time outstanding, not to exceed $7.5 million (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

For purposes of paragraph (3) above, any liabilities of the Company or any Restricted Subsidiary that are not assumed by the transferee of such assets and in respect of which the Company and all Restricted Subsidiaries are not released from any future liabilities in connection therewith shall not be considered consideration.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option:

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(1)to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

(2)to repay any Indebtedness that was secured by the assets sold in such Asset Sale;

(3)to purchase Replacement Assets or make a capital expenditure that is used or useful in a Permitted Business; or

(4)some combination of the foregoing.

Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the next preceding sentence will constitute “Excess Proceeds.”  Within 30 days after the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such 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 of the Notes plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture.  If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness to be purchased shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. 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 each repurchase of Notes pursuant to an Asset Sale Offer.  To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance.

SECTION 4.11.  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 on or after the date of this Indenture (each, an “Affiliate Transaction”), unless:

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(1)such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary 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 $5.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved in good faith by a majority of the members of the Board of Directors (and, if there are disinterested directors, a majority thereof); 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 Company or such Restricted Subsidiary 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)any reasonable consulting or employment agreement or arrangement entered into by the Company or any of its Restricted Subsidiaries approved in good faith by a majority of the members of the Board of Directors of the Company (and, if there are disinterested directors, a majority thereof);

(2)transactions between or among the Company and/or its Restricted Subsidiaries;

(3)payment of reasonable directors fees to directors of the Company and the Parent or any Restricted Subsidiary of the Company and the provision of customary indemnification to directors and officers of the Company and the Parent or any Restricted Subsidiary of the Company;

(4)sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company;

(5)any tax sharing agreement or arrangement and payments pursuant thereto among the Company and its Subsidiaries and any other Person with which the Company or its Subsidiaries is required or permitted to file a consolidated, combined or unitary tax return or with which the Company or any of its Restricted Subsidiaries is or could be part of a consolidated, combined or unitary group for tax purposes in amounts not otherwise prohibited by this Indenture; provided that any refunds received by any such other Person attributable to the Company or any of its

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Subsidiaries shall promptly be returned by such other Person to the Company through a contribution to the common equity of, or the purchase of common stock (other than Disqualified Stock) of the Company from, the Company;

(6)Restricted Payments that are permitted by Section 4.07 or any Permitted Investment;

(7)loans to employees that are approved in good faith by a majority of the Board of Directors of the Company in an amount not to exceed $2.5 million outstanding at any time and advances and expense reimbursements to employees in the ordinary course of business;

(8)transactions with a Person engaged in a Permitted Business; provided that all the outstanding ownership interests of such Person are owned only by the Company, its Restricted Subsidiaries and Persons who are not Affiliates of the Company;

(9)so long as there is no Default or Event of Default that has occurred and is continuing, the payment of customary annual fees and related expenses to the Principals; provided that such fees shall not, in the aggregate, exceed $2.0 million (plus out-of-pocket expenses) in any twelve-month period commencing after the date of this Indenture; and

(10)so long as there is no Default or Event of Default that has occurred and is continuing, the payment of fees for customary management, consulting and advisory services and related expenses to the Principals made pursuant to financial advisory, consulting, financing, underwriting or placement agreements or otherwise in respect of other investment banking, financial advisory or consulting services, including, without limitation, in connection with acquisitions or divestitures, in each case, which payments (i) are reasonably related to the services performed, (ii) are approved in good faith by a majority of the members of the Board of Directors (and if there are directors not affiliated with the Equity Sponsor, a majority thereof), and (iii) the amount of such fees when taken together with all other fees paid in reliance on this clause (10) does not exceed $1.0 million in any twelve-month period.

SECTION 4.12.  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 Indebtedness (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured (or, in the case of subordinated Indebtedness, prior or senior thereto, with the same relative priority as the Notes shall have with respect to such subordinated Indebtedness) until such time as such obligations are no longer secured by a Lien. 

SECTION 4.13.  Corporate Existence.  Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect

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(i) its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

SECTION 4.14.  Offer to Repurchase upon Change of Control.  (a) If a Change of Control occurs, each Holder of 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 a Change of Control Offer on the terms set forth in this Indenture. 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 and Liquidated Damages, if any, thereon, to the Change of Control Payment Date. Within 30 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 the Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by this 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. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such compliance. 

(b) On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer;

(2)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 not withdrawn; and

(3)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.

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Prior to purchasing any Notes pursuant to this Section 4.14, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt 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.

(c) 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 this 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 or if a notice of redemption for all outstanding notes has been given pursuant to this Indenture under Section 3.07. A Change of Control Offer may be made in advance of a Change of Control, and conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased pursuant to a Change of Control Offer will be retired and cancelled.

SECTION 4.15.  Limitation on Senior Subordinated Debt.  The Company will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to any Senior Debt of the Company and senior in right of payment to the Notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in right of payment to such Guarantor’s Note Guarantee. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor, as applicable, solely by virtue of being unsecured or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.  

SECTION 4.16.  Limitation on Issuances of Guarantees of Indebtedness.  The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any other Restricted Subsidiary (other than a Guarantee or pledge by a Foreign Restricted Subsidiary securing the payment of Indebtedness of another Foreign Restricted Subsidiary) unless either (1) such Restricted Subsidiary is a Guarantor or (2) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt.

Notwithstanding the preceding paragraph, any Note Guarantee may provide by its terms that it will be automatically and unconditionally released and discharged pursuant to Section 11.06. The form of the Note Guarantee is attached hereto as Exhibit E. 

SECTION 4.17.  Additional Note Guarantees.  If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary on or after the date of this Indenture, then that newly acquired or created Domestic Subsidiary must become a Guarantor and

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execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee within 20 Business Days of the date on which it was acquired or created.

SECTION 4.18.  Business Activities.  The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses. 

SECTION 4.19.  Designation of Restricted and Unrestricted Subsidiaries.  The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall there be any Unrestricted Subsidiaries on or immediately following the date of this Indenture. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary so designated (after giving effect to any sale of Equity Interests of such Subsidiary in connection with such designation) will be deemed to be a Restricted Investment made as of the time of such designation and will either reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 or reduce the amount available for future Investments under one or more clauses of the definition of “Permitted Investments.” That designation will only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 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 only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. 

ARTICLE 5

SUCCESSORS

SECTION 5.01.  Merger Consolidation, or Sale of Assets.  The Company will not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), and the Company will not, and will not cause or permit any Restricted Subsidiary to, sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person (including by way of consolidation or merger), 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, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that, in the case such Person is a limited liability company or a partnership, a co-obligor of the Notes is a corporation;

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(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 assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement, in each case pursuant to agreements reasonably satisfactory to the Trustee;

(3)immediately after such transaction and any related financing transactions, no Default or Event of Default exists; and

(4)the Company or 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, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same 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 Section 4.09 or if not, the Fixed Charge Coverage Ratio on such basis is higher than the Fixed Charge Coverage Ratio immediately prior to such transactions.

In addition, neither the Company nor any Restricted Subsidiary may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.  Clause (4) of this Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries.

SECTION 5.02.  Successor Corporation Substituted.  Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation into or with which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Company’s assets that meets the requirements of Section 5.01 hereof.

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01.  Events of Default.  Each of the following is an “Event of Default”:

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(a)default in the payment when due of interest on, or Liquidated Damages with respect to, the Notes (whether or not prohibited by Article 10 hereof) and such default continues for a period of 30 days;

(b)default in payment when due of the principal of, or premium, if any, on the Notes (whether or not prohibited by Article 10 hereof);

(c)failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10, 4.14 and 5.01 hereof;

(d)failure by the Company or any of its Restricted Subsidiaries for 45 days after notice by the Trustee or Holders of at least 25% in principal amount of the Notes then outstanding, to comply with any of its other covenants or agreements in this Indenture;

(e)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 money borrowed 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 date hereof, if that default (i) is caused by a failure to make any payment when due at final maturity of any such Indebtedness (a “Payment Default”) or (ii) 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 $12.5 million or more;

(f)failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgments have become final and non-appealable;

(g)except as permitted by this Indenture, any Note Guarantee of a Guarantor 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, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee;

(h)the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(1)commences a voluntary case;

(2)consents to entry of an order for relief against it in an involuntary case;

(3)consents to the appointment of a custodian of it or for all or substantially all of its property;

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(4)makes a general assignment for the benefit of its creditors; or

(5)generally is not paying its debts as they become due; or

(i)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(1)is for relief against the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary in an involuntary case;

(2)appoints a custodian of the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary or for all or substantially all of the property of any Guarantor, the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; or

(3)orders the liquidation of the Company or any of its Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days.

SECTION 6.02.  Acceleration.  If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the principal, premium, if any, accrued interest and Liquidated Damages, if any, of the Notes to be due and payable by notice in writing to the Company and (if from the Holders) the Trustee specifying the respective Event of Default, and upon receipt of such notice the same shall immediately become due and payable; provided, however, that so long as any Indebtedness or other obligations incurred pursuant to the Credit Agreement shall be outstanding, that acceleration shall not be effective until the earlier of (1) an acceleration of Indebtedness under the Credit Agreement; or (2) five Business Days after receipt by the Company and the Administrative Agent under the Credit Agreement of such notice of acceleration.  Notwithstanding the foregoing, in the case of an Event of Default described in clause (h) or (i) of Section 6.01, with respect to the Company or any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary), all outstanding Notes will become due and payable immediately without further action or notice.

In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (e) of the preceding section has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the Event of Default or payment default triggering such Event of Default pursuant to clause (e) of the preceding section shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of

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Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes have been cured or waived.

SECTION 6.03.  Other Remedies.  If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

SECTION 6.04.  Waiver of Past Defaults.  Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and Liquidated Damages, if any, or interest on, the Notes (including in connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration).  The Company shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents.  In case of any such waiver, the Company, the Trustee and the Holders shall be restored to their former positions and rights hereunder and under the Notes, respectively.  This Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

SECTION 6.05.  Control by Majority.  Subject to Section 2.10, Holders of a majority in principal amount of the then outstanding Notes may direct in writing the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of Holders of Notes not taking part in such direction, and the Trustee shall have the right to decline to follow any such direction, if the Trustee, being advised by counsel, determines that such action so directed may not be lawfully taken or if the Trustee, in good faith, shall by a Responsible Officer, determine that the proceedings so directed may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.  In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.  This Section 6.05 shall be in lieu of

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Section 316(a)(1)(A) of the TIA, and such Section 316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA.

SECTION 6.06.  Limitation on Suits.  A Holder of a Note may pursue a remedy with respect to this Indenture, the Notes or the Note Guarantees only if:

(a)the Holder of a Note gives to the Trustee written notice of a continuing Event of Default;

(b)the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(c)such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

(d)the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

(e)during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

SECTION 6.07.  Rights of Holders of Notes to Receive Payment.  Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Liquidated Damages, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08.  Collection Suit by Trustee.  If an Event of Default specified in Section 6.01 (a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and Liquidated Damages, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09.  Trustee May File Proofs of Claim.  The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable on any such

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claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, or accept or adopt on behalf of, any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10.  Priorities.  Subject to Article 10, if the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:

First:  to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:  to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and Liquidated Damages, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Liquidated Damages, if any and interest, respectively; and

Third:  to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

SECTION 6.11.  Undertaking for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

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ARTICLE 7

TRUSTEE

SECTION 7.01.  Duties of Trustee.  (a)  If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(b)Except during the continuance of an Event of Default:

(i)the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts purported to be stated therein).

(c)The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)this paragraph does not limit the effect of paragraph (b) of this Section;

(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section.

(e)No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability.  The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

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(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money or assets held in trust by the Trustee need not be segregated from other funds or assets except to the extent required by law.

SECTION 7.02.  Rights of Trustee.  (a)  The Trustee may conclusively rely upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting, it may consult with counsel and may require (other than in connection with the Exchange Offer contemplated by Section 2.07(f) unless required by the TIA) an Officers’ Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.  The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

(f)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g)The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Section 6.01(a) or 6.01(b) or (ii) any Event of Default of which the Trustee shall have received written notification or otherwise obtained actual knowledge.

(h)Delivery of reports, information and documents to the Trustee under Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers’ certificates).

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SECTION 7.03.  Individual Rights of Trustee.  The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to the requirements of Sections 7.10 and 7.11 hereof.

SECTION 7.04.  Trustee’s Disclaimer.  The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.05.  Notice of Defaults.  If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to the Holders of the Notes a notice of the Default or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest or Liquidated Damages on any Note, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

SECTION 7.06.  Reports by Trustee to the Holders of the Notes.  Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with TIA § 313(b)(2).  The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

A copy of each report at the time of its mailing to the Holders of the Notes shall be mailed to the Company and filed with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d).  The Company shall promptly notify the Trustee when the Notes are listed on any securities exchange or of any delisting thereof.

SECTION 7.07.  Compensation and Indemnity.  The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel and any taxes or other expenses incurred by a trust created pursuant to Section 8.04 hereof.

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The Company shall indemnify the Trustee and its agents against any and all losses, liabilities, claims, damages or expenses (including compensation, fees, disbursements and expenses of Trustee’s agents and counsel) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense is judicially determined to have been caused by to its own negligence or bad faith.  The Trustee shall notify the Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder.  The Company shall defend the claim and the Trustee shall cooperate in the defense.  The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture.

To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that such Lien shall not apply to money or property held in trust to pay principal and interest on particular Notes on a non-pro rata basis.  Such Lien shall survive the satisfaction and discharge of this Indenture.  The Trustee’s right to receive payment of any amounts due under this Section 7.07 shall not be subordinated to any other liability or Indebtedness of the Company.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(h) or (i) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

SECTION 7.08.  Replacement of Trustee.  A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company.  The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:

(a)the Trustee fails to comply with Section 7.10 hereof;

(b)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

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(c)a Custodian or public officer takes charge of the Trustee or its property; or

(d)the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of Notes of at least 10% in principal amount of the then outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder of a Note who has been a Holder of a Note for at least six months, fails to comply with Section 7.10, such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee appointed under this Section 7.08 shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee appointed shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee appointed under this Section 7.08 shall mail a notice of its succession to Holders of the Notes.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.  Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.09.  Successor Trustee by Merger, etc.  If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or banking association, the successor corporation or banking association without any further act shall be the successor Trustee.

SECTION 7.10.  Eligibility; Disqualification.  There shall at all times be a Trustee hereunder that is a corporation or banking association organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50 million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1), (2) and (5).  The Trustee is subject to TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Company are outstanding, if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

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SECTION 7.11.  Preferential Collection of Claims Against Company.  The Trustee is subject to TIA §311(a), excluding any creditor relationship listed in TIA §311(b).  A Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance.  The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or Section 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8

SECTION 8.02.  Legal Defeasance and Discharge.  Upon the Company’s exercise under Section 8.02 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes and all obligations of the Guarantors shall be deemed to have been discharged with respect to their obligations under the Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note Guarantees, respectively, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:  (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and Liquidated Damages, if any, on such Notes when such payments are due, (b) the Company’s and the Guarantor’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and (d) this Article 8.  Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

SECTION 8.03.  Covenant Defeasance.  Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their respective obligations under the covenants set forth in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders

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(and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder.  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(c) through 6.01(g) hereof shall not constitute Events of Default.

SECTION 8.04.  Conditions to Legal Defeasance or Covenant Defeasance.  The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance:

(i)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 shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium and Liquidated Damages, 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;

(ii)in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel 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 date of this Indenture, 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, the Holders of the outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and shall 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;

(iii)in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and shall 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;

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(iv)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);

(v)such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material 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 is bound, including the Credit Agreement;

(vi)the Company shall have delivered 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 any other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others;

(vii)if the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and

(viii)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent, including, without limitation, the conditions set forth in this Section 8.04, provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

SECTION 8.05.  Deposited Money and Cash Equivalents to Be Held in Trust; Other Miscellaneous Provisions.  Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Cash Equivalents deposited pursuant to Section 8.04(i) hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Cash Equivalents held by it as provided in Section 8.05 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.05(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

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SECTION 8.06.  Repayment to Company.  Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, interest, or Liquidated Damages, if any, on any Note and remaining unclaimed for two years after such principal, and premium, if any, interest, or Liquidated Damages, if any, has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as a secured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

SECTION 8.07.  Reinstatement.  If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.  Without Consent of Holders of Notes.  Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes:

(a)to cure any ambiguity, defect, error or inconsistency;

(b)to provide for uncertificated Notes in addition to or in place of certificated Notes;

(c)to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the assets of the Company or of such Guarantor;

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(d)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 this Indenture of any such Holder;

(e)to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(f)to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture;

(g)to add Guarantors with respect to the Notes or to secure the Notes;

(h)to comply with the rules of any applicable securities depositary;

(i)to provide for a successor trustee in accordance with the terms of this Indenture or to otherwise comply with any requirement of this Indenture; or

(j)to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof stating that such amended or supplemental Indenture complies with this Section 9.01, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02.  With Consent of Holders of Notes.  Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including Sections 3.09, 4.10 and 4.14 hereof) and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, the Notes).  Without the consent of at least 75% in aggregate principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), no waiver or amendment to this Indenture may make any change in the provisions of Article 10 hereof that adversely affects the rights of any Holder of Notes.  Furthermore, neither Article 8, Article 10 nor Section 11.02 shall be amended or modified without the consent of the Administrative Agent under the Credit Agreement. Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

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Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof stating that any such amended or supplemental Indenture complies with this Section 9.02, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.

Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes.  However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a nonconsenting Holder):

(a)reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(b)reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes, except with respect to Sections 3.09, 4.10 and 4.14 hereof;

(c)reduce the rate of or change the time for payment of interest on any Note;

(d)waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Liquidated Damages, if any, 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);

(e)make any Note payable in money other than U. S. dollars;

(f)make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of the Holders of the Notes to receive payments of principal of or premium, if any, or interest or Liquidated Damages, if any, on the Notes;

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(g)release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(h)make any change in Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions.

SECTION 9.03.  Compliance with Trust Indenture Act.  Every amendment or supplement to this Indenture or the Notes shall be set forth in a amended or supplemental Indenture that complies with the TIA as then in effect.

SECTION 9.04.  Revocation and Effect of Consents.  Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by such Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

SECTION 9.05.  Notation on or Exchange of Notes.  The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.  The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06.  Trustee to Sign Amendments, etc.  The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  The Company may not sign an amendment or supplemental Indenture until the Board of Directors approves it.  In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s rights, duties or immunities under this Indenture or otherwise.  In signing any amendment, supplement or waiver, the Trustee shall be entitled to receive an indemnity reasonably satisfactory to it.

SECTION 9.07.  Payments for Consent.  The Company will not, and will not permit any of its Restricted 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 this 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

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agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

ARTICLE 10

SUBORDINATION

SECTION 10.01.  Agreement to Subordinate.  The Company agrees, and each Holder by accepting a Note agrees, that the payment of principal, interest and premium and Liquidated Damages, if any, on the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full in cash of all Senior Debt of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Debt.

SECTION 10.02.  Liquidation; Dissolution; Bankruptcy.  The holders of Senior Debt of the Company will be entitled to receive payment in full in cash of all Obligations due in respect of Senior Debt of the Company (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt of the Company) before the Holders of Notes will be entitled to receive any payment with respect to the Notes, and until all Obligations with respect to Senior Debt of the Company are paid in full in cash, any distribution, to which the Holder would be entitled shall be made to the holders of such Senior Debt (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the trust pursuant to Article 8 hereof), in the event of any distribution to creditors of the Company:  (i) in a liquidation or dissolution of the Company; (ii) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (iii) in an assignment by the Company for the benefit of its creditors; or (iv) in any marshaling of the Company’s assets and liabilities.

SECTION 10.03.  Default on Designated Senior Debt.  The Company may not make any payment in respect of the Notes (except in Permitted Junior Securities or from the trust pursuant to Article 8 hereof):

(a)in the event of and during the continuation of any default in the payment of principal of, interest or premium, if any, on any Designated Senior Debt, or any Obligation owing from time to time under or in respect of Senior Debt, or in the event that any event of default (other than a payment default) with respect to any Designated Senior Debt shall have occurred and be continuing and shall have resulted in such Designated Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable; or

(b)if any other event of default other than as described in clause (a) above (a “nonpayment default”) with respect to any Designated Senior Debt shall have occurred and is continuing permitting the holders of such Designated Senior Debt or the holders of any series thereof (or their Representative or Representatives) to declare such Designated Senior Debt due and payable prior to the date on which it would otherwise have become due and payable and the Trustee receives a notice of such default (a “Payment Blockage

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Notice”) from a Representative of the holders of such Designated Senior Debt of the Company.

Payments on the Notes may and shall be resumed:

(1)in the case of a payment default on or acceleration of Designated Senior Debt of the Company, upon the date on which such default shall have been cured or waived in writing in accordance with the instruments governing such Designated Senior Debt or such acceleration shall have been rescinded or annulled, and

(2)in case of any nonpayment default specified in clause (b), upon the earlier of:

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

(B)the date, if any, on which such Designated Senior Debt to which such default relates is paid in full in cash or such default is cured or waived in writing in accordance with the instruments governing such Designated Senior Debt by the holders of such Designated Senior Debt; and

(C)the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, in each case, unless the maturity of such Designated Senior Debt of the Company has been accelerated.

No new Payment Blockage Notice may be delivered unless and until:  (i) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and (ii) all scheduled payments of principal, interest and premium and Liquidated Damages, if any, on the Notes that have come due have been paid in full in cash.  No nonpayment default which existed or was continuing with respect to the Designated Senior Debt on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for the commencement of any subsequent Payment Blockage Notice unless such default is cured or waived for a period of not less than 90 days.

SECTION 10.04.  Acceleration of Securities.  If payment of the Notes is accelerated because of an Event of Default, the Company and the Trustee shall promptly notify holders of Senior Debt of the acceleration.

SECTION 10.05.  When Distribution Must Be Paid Over.  In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (except in Permitted Junior Securities or from the trust pursuant to Article 8 hereof) at a time when (i) the payment is prohibited by Article 10, and (ii) the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Article 10 hereof (provided that such actual knowledge shall not be required in the case of a payment default on or acceleration of Designated Senior Debt of the Company) such payment shall be held by the Trustee or such

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Holder, as applicable, in trust for the benefit of the holders of Senior Debt of the Company, and shall be paid forthwith over and delivered, upon written request of the holders of such Senior Debt or upon any payment default on any Designated Senior Debt, to the holders of Senior Debt as their interests may appear or their Representative under the agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt.

With respect to the holders of Senior Debt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

SECTION 10.06.  Notice by the Company.  The Company shall promptly notify the Trustee and the Paying Agent in writing of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this Article 10, but failure to give such notice shall not affect the subordination of the Notes to the Senior Debt as provided in this Article 10.

SECTION 10.07.  Subrogation.  After all Senior Debt is paid in full and until the Notes are paid in full, Holders of Notes shall be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holders of Notes have been applied to the payment of Senior Debt.  A distribution made under this Article 10 to holders of Senior Debt that otherwise would have been made to Holders of Notes is not, as between the Company and Holders, a payment by the Company on the Notes.

SECTION 10.08.  Relative Rights.  This Article 10 defines the relative rights of Holders of Notes and holders of Senior Debt.  Nothing in this Indenture shall:

(a)impair, as between the Company and Holders of Notes, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms;

(b)affect the relative rights of Holders of Notes and creditors of the Company other than their rights in relation to holders of Senior Debt; or

(c)prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Notes.

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If the Company fails because of this Article 10 to pay principal of or interest on a Note on the due date, the failure is still a Default or Event of Default.

SECTION 10.09.  Subordination May Not Be Impaired by the Company.  No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Company or any Holder or by the failure of the Company or any Holder to comply with this Indenture.

SECTION 10.10.  Distribution or Notice to Representative.  Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative.

Upon any payment or distribution of assets of the Company referred to in this Article 10, the Trustee and the Holders of Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10.

SECTION 10.11.  Rights of Trustee and Paying Agent.  Notwithstanding the provisions of this Article 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article 10.  Only the Company or a Representative may give the notice.  Nothing in this Article 10 shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee.  Any Agent may do the same with like rights.

SECTION 10.12.  Authorization to Effect Subordination.  Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 10, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes.  If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at least 30 days before the expiration of the time to file such claim, the lenders under the Credit Agreement are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

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ARTICLE 11

NOTE GUARANTEES

SECTION 11.01.  Guarantee.  Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally, as primary obligor and not merely as surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:  (a) the principal of, premium, if any, interest and Liquidated Damages, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.  Subject to Section 6.06 hereof, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.  Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event

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of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee.  The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

SECTION 11.02.  Subordination of Note Guarantee.  The Obligations of each Guarantor under its Note Guarantee pursuant to this Article 11 shall be junior and subordinated to the Guarantee of any Senior Debt of such Guarantor on the same basis as the Notes are junior and subordinated to Senior Debt of the Company.  For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article 10 hereof.

SECTION 11.03.  Limitation on Guarantor Liability.  Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee.  To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

SECTION 11.04.  Execution and Delivery of Note Guarantee.  Each Guarantor hereby agrees that its execution and delivery of this Indenture or any supplemental indentures pursuant to Section 4.17 hereof shall evidence its Note Guarantee set forth in Section 11.01 without the need for any further notation on the Notes.

Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation relating to such Note Guarantee.

If an Officer of a Guarantor whose signature is on this Indenture or any supplemental indenture, entered into pursuant to Section 4.17 or otherwise, no longer holds that office at the time the Trustee authenticates such Notes or at any time thereafter, such Guarantor’s Note Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of the Guarantor.

In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall

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cause such Subsidiaries to execute supplemental indentures to this Indenture in accordance with Section 4.17 hereof and this Article 11, to the extent applicable.

SECTION 11.05.  Guarantors May Consolidate, etc., on Certain Terms.  Except as otherwise provided in Section 11.06, 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, other than the Company or another Guarantor, unless:

(a)immediately after giving effect to such transaction, no Default or Event of Default exists; and

(b)either:

(i)the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger is a corporation, partnership or limited liability company, organized or existing under (i) the laws of the United States, any state thereof or the District of Columbia or (ii) the laws of the same jurisdiction as that Guarantor and, in each case, assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or

(ii)such sale or other disposition or consolidation or merger complies with Section 4.10, including the application of the Net Proceeds therefrom.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by a Guarantor, such successor Person shall succeed to and be substituted for a Guarantor with the same effect as if it had been named herein as a Guarantor.  Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee.  All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

SECTION 11.06.  Releases of Guarantees.  Any Guarantor will be released and relieved of any obligations under its Note Guarantee, (i) in connection with any sale of Capital Stock of such Guarantor to a Person that results in the Guarantor no longer being a Subsidiary of the Company, if the sale of such Capital Stock of that Guarantor complies with Section 4.10 hereof; (ii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (iii) in the event of a Covenant Defeasance or Legal Defeasance.  Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition

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was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11.

SECTION 11.07.  Severability.  In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, that portion of such provision that is not invalid, illegal or unenforceable shall remain in effect, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

ARTICLE 12

SATISFACTION AND DISCHARGE

SECTION 12.01.  Satisfaction and Discharge.  (a)  Subject to the provisions of Sections 12.04 and 12.05, this Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder, when the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and either:

(1)all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

(2)(i) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or shall become due and payable within one year, including as a result of a redemption notice properly given pursuant to this Indenture, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as shall be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, accrued interest and Liquidated Damages, if any, to the date of maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; and (iii) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

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(b)The Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

(c)Notwithstanding the above, the Trustee shall pay to the Company from time to time upon its request any cash or Government Securities held by it as provided in this section which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect a satisfaction and discharge under this Article 12.

SECTION 12.02.  Deposited Money and Government Securities to Be Held in Trust.  Subject to Section 12.03 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 12.02, the “Trustee”) pursuant to Section 12.01 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest, and Liquidated Damages, if any, but such money be segregated from other funds except to the extent required by law.

SECTION 12.03.  Repayment to the Company.  Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, interest, or Liquidated Damages, if any, on any Note and remaining unclaimed for two years after such principal, premium, if any, interest, or Liquidated Damages, if any, has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

SECTION 12.04.  Survival.  In the event that the Company makes (or causes to be made) an irrevocable deposit with the Trustee for the benefit of the Holders pursuant to Section 12.01(a)(2) hereof, prior to the date of maturity or redemption, as the case may be, the following provisions of this Indenture shall survive until otherwise terminated or discharged hereunder:

(1)the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, interest and Liquidated Damages, if any, on such Notes when such payments are due from the trust;

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(2)the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;

(3)the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith; and

(4)this Article 12.

SECTION 12.05.  Reinstatement.  If the Trustee or Paying Agent is unable to apply any Government Securities in accordance with Section 12.02 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01(a)(2) hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 12.02 hereof; provided, however, that, if the Company makes any payment of principal of, premium, if any, interest and Liquidated Damages, if any, on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 13

MISCELLANEOUS

SECTION 13.01.  Trust Indenture Act Controls.  This Indenture is subject to the provisions of the TIA that are required to be a part of this Indenture, and shall, to the extent applicable, be governed by such provisions.  If any provision of this Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this Indenture as so modified.  If any provision of this Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Indenture.

The provisions of TIA §§310 through 317 that impose duties on any Person (including the provisions automatically deemed included unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

SECTION 13.02.  Notices.  Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address

If to the Company and/or any Guarantor:

National MENTOR, Inc.

313 Congress Street, 6th Floor

Boston, Massachusetts 02210

Telecopier No.:  617-790-4800

Attention:  Christina Pak, Esq.

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If to the Trustee:

U.S. Bank National Association

60 Livingston Avenue

EP-MN-WS3C

St. Paul, MN 55107-2292

Telecopier No.:  651-495-8097

Attention:  Corporate Trust Services

(National MENTOR, Inc. 9-5/8% Senior Subordinated Notes due 2012)

The Company, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar.  Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

SECTION 13.03.  Communication by Holders of Notes with Other Holders of Notes.  Holders may communicate pursuant to TIA §312(b) with other Holders with respect to their rights under this Indenture or the Notes.  The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c).

SECTION 13.04.  Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Company to the Trustee to take any action under this Indenture (other than in connection with the Exchange Offer contemplated by Section 2.07(e) or under Section 2.02 hereof unless required by the TIA), the Company shall furnish to the Trustee:

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(a)an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied;

(b)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied; and

(c)where applicable, a certificate or opinion by an independent certified public accountant satisfactory to the Trustee that complies with TIA Section 314(c).

SECTION 13.05.  Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §314(a)(4)) shall comply with the provisions of TIA §314(e) and shall include:

(a)a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 13.06.  Rules by Trustee and Agents.  The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 13.07.  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, this Indenture, the Note 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.

SECTION 13.08.  Governing Law.  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES.

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SECTION 13.09.  No Adverse Interpretation of Other Agreements.  This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.  All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.05.

SECTION 13.10.  Successors.  All agreements of the Company in this Indenture and the Notes shall bind its successors.  All agreements of the Trustee in this Indenture shall bind its successors.  All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.05.

SECTION 13.11.  Severability.  In case any provision in this Indenture or in the Notes 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 13.12.  Counterpart Originals.  The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 13.13.  Table of Contents, Headings, etc.  The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following page]

100

SIGNATURES

Dated as of November 4, 2004

	Very truly yours,
	NATIONAL MENTOR, INC.
	By:		/s/ John W. Gillespie
			Name:	John W. Gillespie
			Title:	Vice President and Assistant
				Treasurer
GUARANTORS:
		NATIONAL MENTOR HOLDINGS, INC.
		NATIONAL MENTOR, LLC
		NATIONAL MENTOR SERVICES, LLC
		FAMILY ADVOCACY SERVICES, LLC
		NATIONAL MENTOR SERVICES, INC.
		MENTOR MANAGEMENT, INC.
		NATIONAL MENTOR HEALTHCARE, LLC
		CAROLINA BEHAVIORAL SERVICES, LLC
		CENTER FOR COMPREHENSIVE SERVICES, INC.
		ILLINOIS MENTOR, INC.
		REHABILITATION ACHIEVEMENT CENTER, INC.
		MASSACHUSETTS MENTOR, INC.
		LLOYD’S LIBERTY HOMES, INC.
		UNLIMITED QUEST, INC.
		FIRST STEP INDEPENDENT LIVING PROGRAM, INC.
		HORRIGAN COLE ENTERPRISES, INC.
		OHIO MENTOR, INC.

SOUTH CAROLINA MENTOR, INC.

MENTOR MARYLAND, INC.

REM, INC.

REM ARIZONA, INC.

REM ARIZONA REHABILITATION, INC.

REM ARROWHEAD, INC.

REM ATLANTIC, INC.

REM CENTRAL LAKES, INC.

REM COLORADO, INC.

REM COMMUNITY OPTIONS, INC.

REM CONNECTICUT COMMUNITY SERVICES, INC.

REM CONSULTING & SERVICES, INC.

REM CONSULTING OF OHIO, INC.

REM COUNCIL BLUFFS, INC.

REM DEVELOPMENTAL SERVICES, INC.

REM HEALTH, INC.

REM HEALTH OF IOWA, INC.

REM HEALTH OF WISCONSIN, INC.

REM HEALTH OF WISCONSIN II, INC.

REM HEARTLAND, INC.

REM HENNEPIN, INC.

REM HOME HEALTH, INC.

REM INDIANA, INC.

REM INDIANA COMMUNITY SERVICES, INC.

REM INDIANA COMMUNITY SERVICES II, INC.

REM IOWA COMMUNITY SERVICES, INC.

REM IOWA, INC.

REM LEADWAY, INC.

REM MANAGEMENT, INC.

REM MARYLAND, INC.

REM MINNESOTA COMMUNITY SERVICES, INC.

REM MINNESOTA, INC.

REM NEVADA, INC.

REM NEW JERSEY, INC.

REM NORTH DAKOTA, INC.

REM NORTH STAR, INC.

REM OHIO, INC.

REM OHIO WAIVERED SERVICES, INC.

REM OKLAHOMA COMMUNITY SERVICES, INC.

REM PENNSYLVANIA COMMUNITY SERVICES, INC.

REM RAMSEY, INC.

REM RIVER BLUFFS, INC.

REM SILS OF IOWA, INC.

REM SOUTH CENTRAL SERVICES, INC.

REM SOUTHWEST SERVICES, INC.

REM UTAH, INC.

REM WEST VIRGINIA, INC.

REM WISCONSIN, INC.

REM WISCONSIN II, INC.

REM WISCONSIN III, INC.

REM WOODVALE, INC.

By:	/s/ John W. Gillespie
	Name:	John W. Gillespie
	Title:	Vice President and Assistant Treasurer of
		the above-named Guarantors

U.S. BANK NATIONAL ASSOCIATION, Trustee
By:	/s/ Richard Prokosch
	Name: Richard Prokosch
	Title:   Vice President

EXHIBIT A

FORM OF NOTE

[Face of Note]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.08 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND ANY GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR

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TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

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CUSIP	144A	63688XAA2
	REG S	U63622AA5
ISIN	144A	[           ]
	REG S	[           ]

NATIONAL MENTOR, INC.

9-5/8% Senior Subordinated Notes due 2012

No.      $                   

NATIONAL MENTOR, INC., a Delaware corporation (the “Company,” which term includes any successor under the within-mentioned indenture), for value received, promises to pay to CEDE & Co., or its registered assigns, the principal sum of                                   MILLION DOLLARS on December 1, 2012.

Interest Payment Dates:	June 1 and December 1 commencing June 1, 2005
Record Dates:	May 15 and November 15

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

NATIONAL MENTOR, INC.

By:

Name:  John W. Gillespie

Title:   Vice President and Assistant

Treasurer

(Trustee’s Certificate of Authentication)

This is one of the Global Notes referred to in the within-mentioned Indenture.

Dated:November 4, 2004

U.S. BANK NATIONAL ASSOCIATION,

Trustee

By:

(Authorized Signatory)

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[Reverse Side of Note]

NATIONAL MENTOR, INC.

9-5/8% Senior Subordinated Notes due 2012

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.Interest.  The Company promises to pay interest on the principal amount of this Note at 9-5/8% per annum from the date hereof until maturity and shall pay the Liquidated Damages payable pursuant to Section 5 of the Registration Rights Agreement referred to below.   The Company shall pay interest and any Liquidated Damages semi-annually on June 1 and December 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be June 1, 2005.  The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

2.Method of Payment.  The Company shall pay interest on the Notes (except defaulted interest) and Liquidated Damages to the Persons who are registered Holders of Notes at the close of business on the May 15 or November 15 next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest.  The Notes shall be payable as to principal, premium and Liquidated Damages, if any, and interest at the office or agency of the Company maintained for such purpose within the City and State of New York, or, at the option of the Company, payment of interest and Liquidated Damages may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium and Liquidated Damages on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.Paying Agent and Registrar.  Initially, U.S. Bank National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar.  The Company may

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change any Paying Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may act in any such capacity.

4.Indenture.  The Company issued the Notes under an Indenture dated as of November 4, 2004 (the “Indenture”) between the Company and the Trustee.  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 Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.  The Indenture pursuant to which the Notes are issued provides that an unlimited aggregate principal amount of Notes may be issued thereunder. 

5.Optional Redemption.  Except as set forth in this paragraph 5, the Notes shall not be redeemable at the Company’s option prior to December 1, 2008.  Thereafter, the Company may redeem all or a portion of these Notes, upon not less than 30 days nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of the years indicated below:

Year	Percentage
2008	104.813	%
2009	102.406	%
2010 and thereafter	100.000	%

Notwithstanding the foregoing, at any time prior to December 1, 2007, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes originally issued under the Indenture at a redemption price of 109.625% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of the Parent to the extent such proceeds are contributed to the common equity of the Company); provided that at least 65% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and such redemption shall occur within 90 days of the date of the closing of such Equity Offering (or, in the case of any Equity Offering by the Parent, the contribution to the Company).

6.Repurchase at Option of Holder.  Upon the occurrence of a Change of Control, each Holder of 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 such Holder’s Notes pursuant to an offer (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the “Change of Control Payment”).  Within 30 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 the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days

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from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option: (1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to repay any Indebtedness which was secured by the assets sold in such Asset Sale; (3) to purchase Replacement Assets or make a capital expenditure that is used or useful in a Permitted Business; or (4) some combination of the foregoing.  Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.  Any Net Proceeds from Asset Sales that are not applied or invested as provided in the next preceding sentence will constitute “Excess Proceeds.”  Within 30 days after the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such 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 of the Notes plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash.  If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture.  If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness to be purchased shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered.  Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.  

7.Notice of Redemption.  Notice of redemption shall be mailed at least 30 days but not more than 60 days before a redemption date to each Holder whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.  On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

8.Denominations, Transfer, Exchange.  The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000.  The transfer of Notes may be registered and Notes may be exchanged as provided in 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 need not exchange or register the transfer of any Note or portion of a Note selected for redemption.  Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

9.Persons Deemed Owners.  The registered Holder of a Note may be treated as its owner for all purposes.

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10.Amendment, Supplement and Waiver.  Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class.  Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect, error 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 the Notes in case of a merger or consolidation or sale of all or substantially all of the assets of the Company, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to add Guarantors or to secure the Notes, to comply with the rules of any applicable securities depositary or to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum.

11.Defaults and Remedies.  Events of Default include:  (a) default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the Notes (whether or not prohibited by Article 10 of the Indenture); (b) default in payment of the principal of or premium, if any, on the Notes (whether or not prohibited by Article 10 of the Indenture); (c) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10, 4.14 and 5.01 of the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries for 45 days after notice by the Trustee or Holders of at least 25% in principal amount of the Notes then outstanding to comply with any of the other agreements in the Indenture; (e) 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 money borrowed 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 date of the Indenture, if that default: (i) is caused by a failure to make any payment when due at the final maturity of such Indebtedness (a “Payment Default”); or (ii) 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 $12.5 million or more; (f) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgments have become non-appealable; (g) except as permitted by the Indenture, any Note Guarantee of a Guarantor being held in any judicial proceeding to be unenforceable or invalid or ceasing for any reason to be in full force and effect or any Guarantor; or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; and (h) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary.  If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the principal, premium, if any, accrued interest and Liquidated Damages, if any, of the Notes to be due and

A-8

payable immediately.  Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary), all outstanding Notes shall become due and payable without further action or notice.  Holders of the Notes may not enforce the Indenture, the Notes or the Notes Guarantees except as provided in the Indenture.  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 on, or the principal of, the Notes.  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 (e) above, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (e) above have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (i) the annulment of the acceleration of Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes have been cured or waived. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

12.Trustee Dealings with Company.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

13.No Recourse Against Others.  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 such Guarantor under the Notes, the Note Guarantees or the Indenture 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.

14.Authentication.  This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

15.Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

16.Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.  In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of November 4, 2004, between the Company and the parties named on the signature pages thereof or, in the case of Additional

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Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the rights set forth in one or more registration rights agreements, if any, between the Company and the other parties thereto, relating to rights given by the Company to the purchasers of Additional Notes (collectively, the “Registration Rights Agreement”).

17.CUSIP Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

18.Copies of Documents.  The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to:

National MENTOR, Inc.

313 Congress Street, 6th Floor

Boston, Massachusetts 02210

Attention:  Jeanette Melanson, Executive Administrator

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)
(Insert assignee’s social security or tax I.D. number.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint

to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date:

Your Signature:
	(Sign exactly as your name appears
	on the face of this Note)

Signature Guarantee*:

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

o Section 4.10 o Section 4.14

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                          

Date:

Your Signature:
	(Sign exactly as your name
	appears on the face of this Note)
Tax Identification No.:

Signature Guarantee*:

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-12

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

National MENTOR, Inc.

313 Congress Street, 6th Floor

Boston, Massachusetts 02210

Attention:  Christina Pak, Esq.

U.S. Bank National Association

One Federal Street — 3rd Floor

Boston, MA 02110

Attention:  Corporate Trust Services

(National MENTOR, Inc. 9-5/8% Senior Subordinated Notes due 2012)

Re:  9-5/8% Senior Subordinated Notes due 2012

Reference is hereby made to the Indenture, dated as of November 4, 2004 (the “Indenture”), among National MENTOR, Inc., a Delaware corporation (the “Company”), the Guarantors, and U.S. Bank National Association, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                 (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount at maturity of $                      in such Note[s] or interests (the “Transfer”), to                                                    (the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

o1.Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A.  The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

o2.Check if Transferee will take delivery of a beneficial interest in a Legended Regulation S Global Note, or a Definitive Note pursuant to Regulation S.  The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the

B-1

Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person.  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Legended Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

o3.Check and complete if Transferee will take delivery of a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S.  The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

o(a)such Transfer is being effected to the Company or a subsidiary thereof; or

o(b)such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such transfer is in respect of an aggregate principal amount of Notes less than $100,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act.  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Definitive Notes and in the Indenture and the Securities Act.

4.Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

o(a)Check if Transfer is Pursuant to Rule 144.  (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the

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Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

o(b)Check if Transfer is Pursuant to Regulation S.  (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and, in the case of a transfer from a Restricted Global Note or a Restricted Definitive Note, the Transferor hereby further certifies that (a) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (b) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (c) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (d) the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person, and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

o(c)Check if Transfer is Pursuant to Other Exemption.  (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

Dated:
[Insert Name of Transferor]
By:
	Name:
	Title:

B-4

ANNEX A TO CERTIFICATE OF TRANSFER

1.The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (A) OR (B)]

o(A)A BENEFICIAL INTEREST IN THE:

(i)144A Global Note (CUSIP                        ); or

(ii)Regulation S Global Note (CUSIP                      ); or

o(B)A RESTRICTED DEFINITIVE NOTE.

2.After the Transfer the Transferee will hold:

[CHECK ONE]

o(A)A BENEFICIAL INTEREST IN THE:

(i)144A Global Note (CUSIP                         ); or

(ii)Regulation S Global Note (CUSIP                         ); or

(iii)Unrestricted Global Note (CUSIP                        ); or

o(B)A RESTRICTED DEFINITIVE NOTE; OR

o(C)AN UNRESTRICTED DEFINITIVE NOTE,

in accordance with the terms of the Indenture.

B-5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

National MENTOR, Inc.

313 Congress Street, 6th Floor

Boston, Massachusetts 02210

Attention:  Christina Pak, Esq. 

U.S. Bank National Association

One Federal Street — 3rd Floor

Boston, MA 02110

Attention:  Corporate Trust Services

(National MENTOR, Inc. 9-5/8% Senior Subordinated Notes due 2012)

Re:  9-5/8% Senior Subordinated Notes due 2012

Reference is hereby made to the Indenture, dated as of November 4, 2004 (the “Indenture”), among National MENTOR, Inc., a Delaware corporation (the “Company”), the Guarantors and U.S. Bank National Association, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                              (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount at maturity of $                      in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:

1.Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

o(a)Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

o(b)Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer,

C-1

(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

o(c)Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

o(d)Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

o(a)Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount at maturity, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

o(b)Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note.  In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] :

o144A Global Note, :

C-2

oRegulation S Global Note, :

with an equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

Dated:
[Insert Name of Transferor]
By:
	Name:
	Title:

C-3

EXHIBIT D

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

National MENTOR, Inc.

313 Congress Street, 6th Floor

Boston, Massachusetts 02210

Attention:  Christina Pak, Esq.

U.S. Bank National Association

One Federal Street — 3rd Floor

Boston, MA 02110

Attention:  Corporate Trust Services

(National MENTOR, Inc. 9-5/8% Senior Subordinated Notes due 2012)

Re:  9-5/8% Senior Subordinated Notes due 2012

Reference is hereby made to the Indenture, dated as of November 4, 2004 (the “Indenture”), among National MENTOR, Inc., a Delaware corporation (the “Company”), the Guarantors and U.S. Bank National Association, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $                      aggregate principal amount at maturity of:

(a)o:beneficial interest in a Global Note, or

(b)oa Definitive Note,

we confirm that:

1.We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “Securities Act”).

2.We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence.  We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only:

(i)(a) to a person whom we reasonably believe is a qualified institutional buyer (as defined in Rule 144A under the securities act) in a transaction meeting the requirements of Rule 144A, (b) in a transaction meeting the requirements of Rule 144 under the Securities Act, (c) outside the United States to a non-U.S. person in a transaction meeting

D-1

the requirements of Rule 903 or 904 under the Securities Act, (d) to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2) (3) or (7) of the Securities Act (an “Institutional Accredited Investor”)) that, prior to such transfer, furnishes the trustee a signed letter substantially in the form of this letter and, if such transfer is in respect of an aggregate principal amount of Notes less than $100,000, an Opinion of Counsel acceptable to the issuer that such transfer is in compliance with the Securities Act, or (e) in accordance with another exemption from the registration requirements of the Securities Act (and based upon an Opinion of Counsel if the Company so requests),

(ii) to the Company, or

(iii) pursuant to an effective registration statement and, in each case, in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction;

and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3.We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions.  We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4.We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5.We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Dated:
	[Insert Name of Accredited Investor]
	By:
		Name:
		Title:

D-2

EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE
TO ADD SUBSEQUENT GUARANTORS

This Supplemental Indenture, dated as of                                    (this “Supplemental Indenture”), among [NAME OF FUTURE GUARANTOR] (the “New Guarantor”), National MENTOR, Inc. (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below (the “Guarantors”), and U.S. Bank National Association, Trustee under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Company and the Trustee have heretofore executed and delivered an Indenture, dated as of November 4, 2004 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 9-5/8% Senior Subordinated Notes due 2012 of the Company (the “Notes”);

WHEREAS, Section 4.17 of the Indenture provides that the Company is required to cause Domestic Subsidiaries that are created or acquired after the date of the Indenture to execute and deliver to the Trustee a Supplemental Indenture pursuant to which such Subsidiary will fully and unconditionally guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the Obligations of the Company under the Notes and the Indenture on a senior subordinated basis, and the performance of all other obligations of the Company to the Holders and the Trustee all in accordance with the terms set forth in Article 11 of the Indenture;

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the Guarantors are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company, the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE ONE

DEFINITIONS

Section 1.1Defined Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf or for the benefit of such holders.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

E-1

ARTICLE TWO

AGREEMENT TO BE BOUND; GUARANTEE

Section 2.1Agreement to be Bound.  The New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.  The New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

Section 2.2Guarantee.  The New Guarantor hereby unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes and the Trustee, the full and punctual payment when due, whether at maturity, upon redemption or repurchase, by declaration of acceleration or otherwise, of the obligations pursuant to Article 11 of the Indenture and subject to the terms and conditions of the Indenture.

ARTICLE THREE

MISCELLANEOUS

Section 3.1Ratification of Indenture; Supplemental Indenture Part of Indenture; Trustee’s Disclaimer.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

Section 3.2Governing Law.  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

Section 3.3No Adverse Interpretation of Other Agreements.  This Supplemental Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person (other than the Indenture).  Any such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture or the Indenture.

Section 3.4Successors.  All agreements of the New Guarantor in this Supplemental Indenture shall bind its successors, except as otherwise provided in Article 11 of the Indenture.

Section 3.5Severability.  In case any provision in this Supplemental Indenture, the Indenture or in the Notes 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.

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Section 3.6Counterpart Originals.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

Section 3.7Headings, etc.  The Headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

E-3

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

[NEW GUARANTOR],
as a Guarantor
By:
	Name:
	Title:
NATIONAL MENTOR, INC.
By:
	Name:
	Title:
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Name:
	Title:
[EACH THEN EXISTING GUARANTOR]
By:
	Name:
	Title:

E-4

EX-4.2

Exhibit 4.2

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

by and among

National MENTOR, Inc.

and

Banc of America Securities LLC

J.P. Morgan Securities Inc.

UBS Investment Bank

CIBC World Markets Corp.

Dated as of November 4, 2004

1

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 4, 2004, by and among National MENTOR, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule A hereto (each, a “Guarantor” and, together, the “Guarantors”) and Banc of America Securities LLC, J.P. Morgan Securities Inc., UBS Investment Bank, and CIBC World Markets Corp. (each an “Initial Purchaser” and, together, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 9-5/8% Senior Subordinated Notes due 2012 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).

This Agreement is made pursuant to the Purchase Agreement, dated as of October 27, 2004 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers (i) for your benefit and (ii) for the benefit of the holders from time to time of the Notes (including you).  In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(i) of the Purchase Agreement.

The parties hereby agree as follows:

SECTION 1.  Definitions.  As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Interest Payment Date:  With respect to the Initial Notes, each Interest Payment Date.

Broker-Dealer:  Any broker or dealer registered under the Exchange Act.

Business Day:  Any day other than a Saturday, Sunday or a day on which banks in New York City are authorized or obligated by law to close.

Closing Date:  The date of this Agreement.

Commission:  The Securities and Exchange Commission.

Company:  As defined in the preamble hereto.

Consummate:  A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes that were tendered by Holders thereof pursuant to the Exchange Offer.

Delay Period:As defined in Section 4(a).

Effectiveness Target Date:  As defined in Section 5 hereof.

Exchange Act:  The Securities Exchange Act of 1934, as amended.

Exchange Notes: The Company’s 9-5/8% Senior Subordinated Notes due 2012, of the same series under the Indenture as the Initial Notes, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

Exchange Offer:  The registration by the Company under the Securities Act of the Exchange Notes pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities (subject to the terms and conditions of such offer) the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Notes in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement:  The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exempt Resales:  The transactions in which the Initial Purchasers propose to sell the Initial Notes to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act, and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Guarantors:  As defined in the preamble hereto.

Holders:  As defined in Section 2(b) hereof.

Indemnified Holder:  As defined in Section 8(a) hereof.

Indenture:  The Indenture, dated as of November 4, 2004, among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), pursuant to which the Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

Initial Notes:  The 9-5/8% Senior Subordinated Notes due 2012, of the same series under the Indenture as the Exchange Notes, for so long as such securities constitute Transfer Restricted Securities.

Initial Placement:  The issuance and sale by the Company of the Initial Notes to the Initial Purchasers pursuant to the Purchase Agreement.

Initial Purchasers:  As defined in the preamble hereto.

Interest Payment Date:  As defined in the Indenture and the Notes.

2

NASD:  National Association of Securities Dealers, Inc.

Notes:  The Initial Notes and the Exchange Notes.

Person:  An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Prospectus:  The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Purchase Agreement:  As defined in the preamble hereto.

Registration Default:  As defined in Section 5 hereof.

Registration Statement:  Any registration statement of the Company relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities Act:  The Securities Act of 1933, as amended.

Shelf Filing Deadline:  As defined in Section 4 hereof.

Shelf Registration Statement:  As defined in Section 4 hereof.

Transfer Restricted Securities:  Each Note, until the earliest to occur of (a) the date on which such Note is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Note is eligible to be distributed to the public pursuant to Rule 144(k) under the Securities Act or by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein).

Trust Indenture Act:  The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa 77bbbb) as in effect on the date of the Indenture.

Underwritten Registration or Underwritten Offering:  A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

SECTION 2.  Securities Subject to this Agreement.

(a)  Transfer Restricted Securities.  The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

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(b)  Holders of Transfer Restricted Securities.  A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3.  Registered Exchange Offer.

(a)  Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall, upon and subject to the terms and conditions contained in this Agreement, (i) use their reasonable best efforts to cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 360 days after the Closing Date, an Exchange Offer Registration Statement under the Securities Act, (ii) use their reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 180 days after the filing date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer.  The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Notes to be offered in exchange for the Transfer Restricted Securities and resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

(b)  The Company and the Guarantors shall use their reasonable best efforts tocause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders.  The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws.  No securities other than the Notes shall be included in the Exchange Offer Registration Statement.  The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 45 Business Days after the Effectiveness Target Date.

(c)  The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange

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Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement.  Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

In the event that the Company receives written notice from a Broker-Dealer within 30 days of the Consummation of the Exchange Offer that such Broker-Dealer holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making or similar activities, the Company and the Guarantors shall use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

SECTION 4.  Shelf Registration.

(a)  Shelf Registration.  If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 45 Business Days after the Effectiveness Target Date, or (iii) with respect to any Holder upon notice to the Company prior to the 20^th day following Consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the 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 such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or one of its affiliates, then, upon such Holder’s request, the Company and the Guarantors shall:

(x)  use their reasonable best efforts to cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the earlier to occur of (1) the 90th day after the date on which

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the Company determines that it is not required to file the Exchange Offer Registration Statement (but in no event prior to 360 days after the Closing Date), and (2) the 90th day after the date on which the Company receives notice from a Holder as contemplated by clause (i) above (but in no event prior to 360 days after the Closing Date), (such earliest date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

(y)  use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 180th day after the Shelf Filing Deadline.

The Company and the Guarantors shall use their reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement); provided, however, that the Company shall not be obligated to amend such Shelf Registration Statement after it has been declared effective by the Commission more than one time per quarterly period to add additional Holders.  Notwithstanding the foregoing (and anything else to the contrary in this Agreement), the Company and the Guarantors may allow the Shelf Registration Statement to cease to be effective (a “Delay Period”) if the board of directors of the Company determines in good faith that it is in the best interests of the Company not to disclose the existence of or facts surrounding any proposed or pending material corporate transaction involving the Company or the Guarantors, and the Company notifies the Holders of Transfer Restricted Securities named in such Shelf Registration Statement within two Business Days after such board of directors makes such determination; provided, however, that the period referred to in this Section 4(a) during which the Company and the Guarantors agree to use their reasonable best efforts to keep such Shelf Registration Statement effective shall be extended by the number of days during which such Shelf Registration Statement was not effective pursuant to the foregoing provision; provided, further, that in the event that any Delay Period occurs for a continuous period in excess of 30 days, a Registration Default (as defined below) shall be deemed to have occurred on the 31st day of such Delay Period, and additional interest shall be payable in accordance with  Section 5 below from the day such Registration Default occurs until such Registration Default is cured or until the Company and the Guarantors are no longer required pursuant to this Agreement to keep such Shelf Registration Statement effective, supplemented and amended; and provided, further, that in no event shall the total of all Delay Periods exceed 60 days in the aggregate of any 12-month period.  The Holders shall treat as confidential the existence of any such Delay Period.

(b)  Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.  No Holder may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes

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to the Company in writing, within 20 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein.  No Holder shall be entitled to additional interest pursuant to Section 5 hereof unless and until such Holder shall have provided all such reasonably requested information within the required timeframe.  Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

SECTION 5.  Additional Interest.  If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 45 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company and the Guarantors hereby jointly and severally agree that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum.  Additional interest will not be payable pursuant to more than one provision of this Section 5 at any time.  Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in full.

SECTION 6.  Registration Procedures.

(a)  Exchange Offer Registration Statement.  In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the provisions of Section 6(c) below, shall use their reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

(i)  If in the reasonable opinion of counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Company and the

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Guarantors hereby agree that the Company and the Guarantors will seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities.  The Company and the Guarantors hereby agree that each of the Company and the Guarantors will pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy.  The Company and the Guarantors hereby agree, however, that each of the Company and the Guarantors will (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.

(ii)  As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business.  In addition, all such Holders shall otherwise cooperate in the Company’s preparations for the Exchange Offer.  Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the Exchange Notes to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Company.

(b)  Shelf Registration Statement.  In connection with the Shelf Registration Statement, if any, the Company and the Guarantors shall comply with all the provisions of Section 6(c) below and shall use their reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company and the Guarantors will prepare and file with the Commission, within the time periods set forth in Section 4, a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

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(c)  General Provisions.  In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Notes by Broker-Dealers), the Company and the Guarantors shall:

(i)  subject to the last paragraph of Section 4(a), use their reasonable best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors) for the period specified in Section 3 or 4 of this Agreement, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Guarantors shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use their best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

(ii)  subject to the last paragraph of Section 4(a), (A) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; (B) cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and (C) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii)  advise the underwriter(s), if any, and, with respect to any Shelf Registration Statement, the selling Holders or any Broker-Dealer from which the Company has received an address for notifications, in each case promptly and, if requested by such Persons, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any

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proceeding for any of the preceding purposes, and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading.  If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Guarantors shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv)  if requested, furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least three Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within three Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period).  The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading;

(v)  promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the representatives of the Company and Guarantors available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;

(vi)  in the case of any Shelf Registration Statement and subject to reasonable and customary confidentiality agreements being entered into, make available at reasonable times for inspection by the Initial Purchasers, any managing underwriter participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder,

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underwriter, attorney or accountant in connection with such Registration Statement subsequent to the filing thereof and prior to its effectiveness;

(vii)  in the case of any Shelf Registration Statement, if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any such Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii)  in the case of any Shelf Registration Statement, cause the Transfer Restricted Securities covered by such Shelf Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Notes covered thereby or the underwriter(s), if any;

(ix)  in the case of any Shelf Registration Statement, furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of such Shelf Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(x)  in the case of any Shelf Registration Statement, deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may  request; the Company and the Guarantors hereby consent, subject to the terms and conditions of this Agreement, to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(xi)  in the case of any Shelf Registration Statement, upon the request of Holders who collectively hold an aggregate principal amount of Transfer Restricted Securities in excess of 25% of the amount of outstanding Transfer Restricted Securities (the “Requesting Holders”), enter into, and cause the Guarantors to enter into, an underwriting agreement, and make, and cause the Guarantors to make, such representations and warranties, and take all such other actions in connection therewith, in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any such Shelf Registration Statement, all to such extent as may be requested by the Requesting Holders in connection with any sale or resale pursuant to any Shelf Registration Statement; provided, however, that the Company and the Guarantors shall not be required to enter into any such agreement more than once with respect to all of the Transfer Restricted

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Securities; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, the Company and the Guarantors shall:

(A)  upon the request of the Requesting Holders, furnish to the Requesting Holders, and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, or upon the effectiveness of the Shelf Registration Statement:

(1)  a certificate, dated the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and the Guarantors, confirming, as of the date thereof, the matters set forth in paragraphs (i), (iii) and (iv) of Section 5(e) (to the extent that such paragraphs reference the Company) of the Purchase Agreement and such other matters as such parties may reasonably request;

(2)  an opinion, dated the date of effectiveness of the Shelf Registration Statement of counsel for the Company and the Guarantors, covering the matters set forth in paragraph (c) of Section 5 of the Purchase Agreement and such other matters as such parties may reasonably request; and

(3)  a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Company’s independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings;

(B)  set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

(C)  deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantors pursuant to this clause (xi), if any.

If at any time the representations and warranties of the Company and the Guarantors contemplated in clause (A)(1) above cease to be true and correct, the Company or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

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(xii)  prior to any public offering of Transfer Restricted Securities, cooperate with, and cause the Guarantors to cooperate with, the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders or underwriter(s) may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Company nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

(xiii)  shall issue, upon the request of any Holder of Initial Notes covered by the Shelf Registration Statement, Exchange Notes, having an aggregate principal amount equal to the aggregate principal amount of Initial Notes surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Notes to be registered in the name of such Holder or in the name of the purchaser(s) of such Notes, as the case may be; in return, the Initial Notes held by such Holder shall be surrendered to the Company for cancellation;

(xiv)  cooperate with, and cause the Guarantors to cooperate with, the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such underwriter(s);

(xv)  use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (xii) above;

(xvi)  if any fact or event contemplated by clause (c)(iii)(D) above shall exist or have occurred, subject to the last paragraph of Section 4(a), prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(xvii)  provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of the Registration Statement and provide the Trustee under the

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Indenture with printed certificates for the Exchange Notes which are in a form eligible for deposit with the Depositary Trust Company;

(xviii)  cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD;

(xix)  otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement;

(xx)  cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with, and cause the Guarantors to cooperate with, the Trustee and the Holders of Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute, and cause the Guarantors to execute, and use its reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner;

(xxi)  cause all Transfer Restricted Securities covered by the Registration Statement to be listed on each securities exchange on which similar securities issued by the Company are then listed if requested by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities covered by the Registration Statement or the managing underwriter(s), if any; and

(xxii)  provide promptly to each selling Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act, unless such documents are otherwise publicly available on the Commission’s EDGAR system.

Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.  If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense)

14

all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice.  In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(C) or 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; however, no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5.

(d)The Company and the Guarantors may require each Holder as to which any registration is being effected to furnish to the Company and the Guarantors such information regarding such Holder and such Holder’s intended method of distribution of the applicable Transfer Restricted Securities as the Company and the Guarantors may from time to time reasonably request in writing, but only to the extent that such information is required in order to comply with the Securities Act.

SECTION 7.  Registration Expenses.

(a)  All expenses incident to the Company’s or the Guarantors’ performance of or compliance with this Agreement will be borne by the Company and the Guarantors, regardless of whether a Registration Statement becomes effective, including without limitation:  (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section 7(b) below, the Holders; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company and the Guarantors will, in any event, bear their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or any Guarantor.

(b)  In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or

15

resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Shearman & Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

(c)The Company and the Guarantors shall not have any obligation to pay any underwriting discounts or commissions or any transfer taxes relating to the disposition of a Holder’s Transfer Restricted Securities or any fees and disbursements of any counsel or other advisors or experts retained by such Holder, other than the counsel or experts specifically referred to in clauses (a) or (b) above.

SECTION 8.  Indemnification.

(a)  The Company and each of the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) any Holder (any of the persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying  or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein; provided that with respect to any such untrue statement or omission from any preliminary prospectus relating to a Registration Statement, the indemnity provisions of this paragraph shall not inure to the benefit of any Broker-Dealer to the extent that the sale to the person asserting any such loss, claim, damage, liability or expense was an initial resale by such Broker-Dealer and any such loss, claim, damage, liability or expense of or with respect to such Broker-Dealer results from the fact that both (i) a copy of the final prospectus (or the prospectus as then amended or supplemented) was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such prospectus was corrected in the final prospectus (or the prospectus as amended or supplemented) unless, in either case, such failure to deliver the prospectus was a result of non-compliance by the Company with the provisions of Section 6 hereof.  This indemnity agreement shall be in addition to any liability that the Company and the Guarantors may otherwise have.

16

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing (provided, that the failure to give such notice shall not relieve the Company or the Guarantors of their respective obligations pursuant to this Agreement, except to the extent that it has been materially prejudiced by such failure). If any such action or proceeding shall be brought or asserted against an Indemnified Holder and it shall have notified the Company and the Guarantors thereof, the Company and/or the Guarantors shall retain counsel reasonably satisfactory to the Indemnified Holder to represent the Indemnified Holder and any others entitled to indemnification pursuant to this Section 8 that the Company and/or the Guarantors, as applicable, may designate in such action or proceeding and shall pay the fees and expenses of such counsel related to such action or proceeding, as incurred.  Such Indemnified Holder shall have the right to employ its own counsel in any such action or proceeding, but the fees and expenses of such counsel shall be paid by such Indemnified Holder unless (i) the Company and the Indemnified Holder shall have mutually agreed to the contrary; (ii) the Company and the Guarantors shall have failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Holder; and (iii) the named parties in any such action or proceeding (including any impleaded parties) include both the Company and the Guarantors, on the one hand, and the Indemnified Holder, on the other hand, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  The Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders.  The Company and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Company’s prior written consent, which consent shall not be withheld unreasonably, and the Company and the Guarantors agree to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company.  The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

(b)  Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors and their respective directors, officers of the Company who sign a Registration Statement, and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement.  In case any action or proceeding shall be brought against the Company, any Guarantor, any such controlling

17

person or any such officer, director, partner, employee, representative or agent in respect of which indemnity may be sought against a Holder pursuant to this Section 8(b), such Holder shall have the rights and duties given the Company and the Company or such other parties indemnified pursuant to this Section 8(b) shall have the rights and duties given to each Holder by the preceding paragraph.  This indemnity agreement shall be in addition to any liability that the Holders may otherwise have.

(c)  If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand, and the Holders on the other hand, from the Initial Placement (which in the case of the Company shall be deemed to be equal to the total gross proceeds from the Initial Placement as set forth on the cover page of the Offering Memorandum), or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantors on the one hand, and of the Indemnified Holder on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative fault of the Company and the Guarantors on the one hand, and the Indemnified Holder on the other hand, 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 or any such inaccurate or alleged inaccurate representation or warranty relates to information supplied by the Company or the Guarantors or by the Indemnified Holder and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company, each Guarantor and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total proceeds received by such Holder in connection with the sale of its Notes, or, in the case of an Initial Purchaser, the total discount received by such Initial Purchaser with respect to the sale of its Initial Notes, exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged

18

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.  The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Notes held by each of the Holders hereunder and not joint.

SECTION 9.  Rule 144A.  The Company and the Guarantors each hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

SECTION 10.  Participation In Underwritten Registrations.  No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

SECTION 11.  Selection Of Underwriters.  Pursuant to Section 6(c)(xi), Requesting Holders whose Transfer Restricted Securities are covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering.  In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Company.

SECTION 12.  Miscellaneous.

(a)  Remedies.  The Company and the Guarantors each hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by the Company or any of the Guarantors of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)  No Inconsistent Agreements.  The Company will not, and will cause the Guarantors not to, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.  Neither the Company nor any Guarantor has entered into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

19

(c)  Adjustments Affecting the Notes.  Neither the Company nor any Guarantor will take any action, or permit any change to occur, with respect to the Notes that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

(d)  Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities.  Notwithstanding the foregoing, a waiver or consent to a departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

(e)  Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i)  if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture;

(ii)  if to the Initial Purchasers:

Banc of America Securities LLC
40 West 57th Street
27th Floor
New York, NY  10019
Fax:  646-313-4803
Attention:  Legal Department

(iii)  if to the Company and the Guarantors:

National MENTOR Holdings, Inc.
313 Congress Street, 6^th Floor
Boston, MA  02210
Facsimile:  617-790-4940
Attention:  Christina Pak, Esq.

20

with a copy to:

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL  60601
Facsimile:  312-660-0522
Attention:  James S. Rowe, Esq.

All such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(f)  Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

(g)  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.

(h)  Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.

(j)  Severability.  In the event that 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.

(k)  Entire Agreement.  This Agreement, together with the Purchase Agreement, the Notes, the DTC Letter of Representations (as defined in the Purchase Agreement) and the Indenture, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company and the Guarantors with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

21

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

NATIONAL MENTOR, INC.
By:	/s/ John W. Gillespie
	Name:	John W. Gillespie
	Title:	Vice President and Assistant
		Treasurer
GUARANTORS:
NATIONAL MENTOR HOLDINGS, INC.
NATIONAL MENTOR, LLC
NATIONAL MENTOR SERVICES, LLC
FAMILY ADVOCACY SERVICES, LLC
NATIONAL MENTOR SERVICES, INC.
MENTOR MANAGEMENT, INC.
NATIONAL MENTOR HEALTHCARE, LLC
CAROLINA BEHAVIORAL SERVICES, LLC
CENTER FOR COMPREHENSIVE SERVICES, INC.
ILLINOIS MENTOR, INC.
REHABILITATION ACHIEVEMENT CENTER, INC.
MASSACHUSETTS MENTOR, INC.
LLOYD’S LIBERTY HOMES, INC.
UNLIMITED QUEST, INC.
FIRST STEP INDEPENDENT LIVING PROGRAM, INC.
HORRIGAN COLE ENTERPRISES, INC.
OHIO MENTOR, INC.
SOUTH CAROLINA MENTOR, INC.
MENTOR MARYLAND, INC.
REM, INC.

Registration Rights Agreement Signature Page

REM ARIZONA, INC.

REM ARIZONA REHABILITATION, INC.

REM ARROWHEAD, INC.

REM ATLANTIC, INC.

REM CENTRAL LAKES, INC.

REM COLORADO, INC.

REM COMMUNITY OPTIONS, INC.

REM CONNECTICUT COMMUNITY
SERVICES, INC.

REM CONSULTING & SERVICES, INC.

REM CONSULTING OF OHIO, INC.

REM COUNCIL BLUFFS, INC.

REM DEVELOPMENTAL SERVICES, INC.

REM HEALTH, INC.

REM HEALTH OF IOWA, INC.

REM HEALTH OF WISCONSIN, INC.

REM HEALTH OF WISCONSIN II, INC.

REM HEARTLAND, INC.

REM HENNEPIN, INC.

REM HOME HEALTH, INC.

REM INDIANA, INC.

REM INDIANA COMMUNITY SERVICES,
INC.

REM INDIANA COMMUNITY SERVICES II,
INC.

REM IOWA COMMUNITY SERVICES, INC.

REM IOWA, INC.

REM LEADWAY, INC.

REM MANAGEMENT, INC.

REM MARYLAND, INC.

REM MINNESOTA COMMUNITY SERVICES, INC.

REM MINNESOTA, INC.

REM NEVADA, INC.

REM NEW JERSEY, INC.

REM NORTH DAKOTA, INC.

REM NORTH STAR, INC.

Registration Rights Agreement Signature Page

REM OHIO, INC.
REM OHIO WAIVERED SERVICES, INC.
REM OKLAHOMA COMMUNITY SERVICES, INC.
REM PENNSYLVANIA COMMUNITY SERVICES, INC.
REM RAMSEY, INC.
REM RIVER BLUFFS, INC.
REM SILS OF IOWA, INC.
REM SOUTH CENTRAL SERVICES, INC.
REM SOUTHWEST SERVICES, INC.
REM UTAH, INC.
REM WEST VIRGINIA, INC.
REM WISCONSIN, INC.
REM WISCONSIN II, INC.
REM WISCONSIN III, INC.
REM WOODVALE, INC.
By:	/s/ John W. Gillespie
Name:		John W. Gillespie
Title:		Vice President and Assistant Treasurer

Registration Rights Agreement Signature Page

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.
UBS INVESTMENT BANK
CIBC WORLD MARKETS CORP.

By: BANC OF AMERICA SECURITIES LLC
By:	/s/ Mark Liggitt
	Name: Mark Liggitt
	Title: Vice President

Registration Rights Agreement Signature Page

SCHEDULE A

GUARANTORS

1.NATIONAL MENTOR HOLDINGS, INC. (Delaware corporation)

2.NATIONAL MENTOR, LLC (Delaware limited liability company)

3.NATIONAL MENTOR SERVICES, LLC (Delaware limited liability company)

4.FAMILY ADVOCACY SERVICES, LLC (Delaware limited liability company)

5.NATIONAL MENTOR SERVICES, INC. (Delaware corporation)

6.MENTOR MANAGEMENT, INC. (Delaware corporation)

7.NATIONAL MENTOR HEALTHCARE, LLC (Delaware limited liability company)

8.CAROLINA BEHAVIORAL SERVICES, LLC (Delaware limited liability company)

9.CENTER FOR COMPREHENSIVE SERVICES, INC. (Illinois corporation)

10.ILLINOIS MENTOR, INC. (Illinois corporation)

11.REHABILITATION ACHIEVEMENT CENTER, INC. (Illinois corporation)

12.MASSACHUSETTS MENTOR, INC. (Massachusetts corporation)

13.LLOYD’S LIBERTY HOMES, INC. (California corporation)

14.UNLIMITED QUEST, INC. (California corporation)

15.FIRST STEP INDEPENDENT LIVING PROGRAM, INC. (California corporation)

16.HORRIGAN COLE ENTERPRISES, INC. (California corporation)

17.OHIO MENTOR, INC. (Ohio corporation)

18.SOUTH CAROLINA MENTOR, INC. (South Carolina corporation)

19.MENTOR MARYLAND, INC. (Maryland corporation)

20.REM, INC. (Minnesota corporation)

21.REM ARIZONA, INC. (Arizona corporation)

A-1

22.REM ARIZONA REHABILITATION, INC. (Arizona corporation)

23.REM ARROWHEAD, INC. (Minnesota corporation)

24.REM ATLANTIC, INC. (Iowa corporation)

25.REM CENTRAL LAKES, INC. (Minnesota corporation)

26.REM COLORADO, INC. (Colorado corporation)

27.REM COMMUNITY OPTIONS, INC. (West Virginia corporation)

28.REM CONNECTICUT COMMUNITY SERVICES, INC. (Connecticut corporation)

29.REM CONSULTING & SERVICES, INC. (Minnesota corporation)

30.REM CONSULTING OF OHIO, INC. (Ohio corporation)

31.REM COUNCIL BLUFFS, INC. (Minnesota corporation)

32.REM DEVELOPMENTAL SERVICES, INC. (Iowa corporation)

33.REM HEALTH, INC. (Minnesota corporation)

34.REM HEALTH OF IOWA, INC. (Iowa corporation)

35.REM HEALTH OF WISCONSIN, INC. (Wisconsin corporation)

36.REM HEALTH OF WISCONSIN II, INC. (Wisconsin corporation)

37.REM HEARTLAND, INC. (Minnesota corporation)

38.REM HENNEPIN, INC. (Minnesota corporation)

39.REM HOME HEALTH, INC. (Minnesota corporation)

40.REM INDIANA, INC. (Indiana corporation)

41.REM INDIANA COMMUNITY SERVICES, INC. (Indiana corporation)

42.REM INDIANA COMMUNITY SERVICES II, INC. (Indiana corporation)

43.REM IOWA COMMUNITY SERVICES, INC. (Iowa corporation)

44.REM IOWA, INC. (Iowa corporation)

45.REM LEADWAY, INC. (Minnesota corporation)

46.REM MANAGEMENT, INC. (Minnesota corporation)

A-2

47.REM MARYLAND, INC. (Maryland corporation)

48.REM MINNESOTA COMMUNITY SERVICES, INC. (Minnesota corporation)

49.REM MINNESOTA, INC. (Minnesota corporation)

50.REM NEVADA, INC. (Nevada corporation)

51.REM NEW JERSEY, INC. (New Jersey corporation)

52.REM NORTH DAKOTA, INC. (North Dakota corporation)

53.REM NORTH STAR, INC. (Minnesota corporation)

54.REM OHIO, INC. (Ohio corporation)

55.REM OHIO WAIVERED SERVICES, INC. (Ohio corporation)

56.REM OKLAHOMA COMMUNITY SERVICES, INC. (Oklahoma corporation)

57.REM PENNSYLVANIA COMMUNITY SERVICES, INC. (Pennsylvania corporation)

58.REM RAMSEY, INC. (Minnesota corporation)

59.REM RIVER BLUFFS, INC. (Minnesota corporation)

60.REM SILS OF IOWA, INC. (Iowa corporation)

61.REM SOUTH CENTRAL SERVICES, INC. (Minnesota corporation)

62.REM SOUTHWEST SERVICES, INC. (Minnesota corporation)

63.REM UTAH, INC. (Utah corporation)

64.REM WEST VIRGINIA, INC. (West Virginia corporation)

65.REM WISCONSIN, INC. (Wisconsin corporation)

66.REM WISCONSIN II, INC. (Wisconsin corporation)

67.REM WISCONSIN III, INC. (Wisconsin corporation)

68.REM WOODVALE, INC. (Minnesota corporation)

A-3

EX-4.4

Exhibit 4.4

SUPPLEMENTAL INDENTURE

This Supplemental Indenture, dated as of September 2, 2005 (this “Supplemental Indenture”), among Cornerstone Living Skills, Inc., REM Health of Nebraska, LLC and REM Community Payroll Services, LLC (the “New Guarantors”), National MENTOR, Inc. (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below (the “Guarantors”), and U.S. Bank National Association, Trustee under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Company and the Trustee have heretofore executed and delivered an Indenture, dated as of November 4, 2004 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 9-5/8% Senior Subordinated Notes due 2012 of the Company (the “Notes”);

WHEREAS, Section 4.17 of the Indenture provides that the Company is required to cause Domestic Subsidiaries that are created or acquired after the date of the Indenture to execute and deliver to the Trustee a Supplemental Indenture pursuant to which such Subsidiary will fully and unconditionally guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the Obligations of the Company under the Notes and the Indenture on a senior subordinated basis, and the performance of all other obligations of the Company to the Holders and the Trustee all in accordance with the terms set forth in Article 11 of the Indenture;

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the Guarantors are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Company, the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE ONE

DEFINITIONS

Section 1.1Defined Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf or for the benefit of such holders.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE TWO

AGREEMENT TO BE BOUND; GUARANTEE

Section 2.1Agreement to be Bound.  Each of the New Guarantors hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.  Each of the New Guarantors agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

Section 2.2Guarantee.  Each of the New Guarantors hereby unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes and the Trustee, the full and punctual payment when due, whether at maturity, upon redemption or repurchase, by declaration of acceleration or otherwise, of the obligations pursuant to Article 11 of the Indenture and subject to the terms and conditions of the Indenture.

ARTICLE THREE

MISCELLANEOUS

Section 3.1Ratification of Indenture; Supplemental Indenture Part of Indenture; Trustee’s Disclaimer.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

Section 3.2Governing Law.  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

Section 3.3No Adverse Interpretation of Other Agreements.  This Supplemental Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person (other than the Indenture).  Any such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture or the Indenture.

Section 3.4Successors.  All agreements of the New Guarantors in this Supplemental Indenture shall bind their successors, except as otherwise provided in Article 11 of the Indenture.

Section 3.5Severability.  In case any provision in this Supplemental Indenture, the Indenture or in the Notes 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 3.6Counterpart Originals.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

2

Section 3.7Headings, etc.  The Headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

3

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

CORNERSTONE LIVING SKILLS, INC.,
as a Guarantor
By:	/s/ John W. Gillespie
	Name:	John W. Gillespie
	Title:	Executive Vice President, Chief
		Financial Officer and Treasurer
REM HEALTH OF NEBRASKA LLC,
as a Guarantor
By:	/s/ John W. Gillespie
	Name:	John W. Gillespie
	Title:	Executive Vice President, Chief
		Financial Officer and Treasurer
REM COMMUNITY PAYROLL SERVICES LLC,
as a Guarantor
By:	/s/ John W. Gillespie
	Name:	John W. Gillespie
	Title:	Executive Vice President, Chief
		Financial Officer and Treasurer
NATIONAL MENTOR, INC.
By:	/s/ John W. Gillespie
	Name:	John W. Gillespie
	Title:	Executive Vice President and
		Treasurer

NATIONAL MENTOR HOLDINGS, INC.

NATIONAL MENTOR, LLC

NATIONAL MENTOR SERVICES, LLC

FAMILY ADVOCACY SERVICES, LLC

NATIONAL MENTOR SERVICES, INC.

MENTOR MANAGEMENT, INC.

NATIONAL MENTOR HEALTHCARE, LLC

CAROLINA BEHAVIORAL SERVICES, LLC

CENTER FOR COMPREHENSIVE SERVICES, INC.

ILLINOIS MENTOR, INC.

REHABILITATION ACHIEVEMENT CENTER, INC.

MASSACHUSETTS MENTOR, INC.

LOYD’S LIBERTY HOMES, INC.

UNLIMITED QUEST, INC.

FIRST STEP INDEPENDENT LIVING PROGRAM, INC.

HORRIGAN COLE ENTERPRISES, INC.

OHIO MENTOR, INC.

SOUTH CAROLINA MENTOR, INC.

MENTOR MARYLAND, INC.

REM, INC.

REM ARIZONA, INC.

REM ARIZONA REHABILITATION, INC.

REM ARROWHEAD, INC.

REM ATLANTIC, INC.

REM CENTRAL LAKES, INC.

REM COLORADO, INC.

REM COMMUNITY OPTIONS, INC.

REM CONNECTICUT COMMUNITY SERVICES, INC.

REM CONSULTING & SERVICES, INC.

REM CONSULTING OF OHIO, INC.

REM COUNCIL BLUFFS, INC.

REM DEVELOPMENTAL SERVICES, INC.

REM HEALTH, INC.

REM HEALTH OF IOWA, INC.

REM HEALTH OF WISCONSIN, INC.

REM HEALTH OF WISCONSIN II, INC.

REM HEARTLAND, INC.

REM HENNEPIN, INC.

REM HOME HEALTH, INC.

REM INDIANA, INC.

REM INDIANA COMMUNITY SERVICES, INC.

REM INDIANA COMMUNITY SERVICES II, INC.

REM IOWA COMMUNITY SERVICES, INC.

REM IOWA, INC.

REM LEADWAY, INC.

REM MANAGEMENT, INC.

REM MARYLAND, INC.

REM MINNESOTA COMMUNITY SERVICES, INC.

REM MINNESOTA, INC.

REM NEVADA, INC.

REM NEW JERSEY, INC.

REM NORTH DAKOTA, INC.

REM NORTH STAR, INC.

REM OHIO, INC.

REM OHIO WAIVERED SERVICES, INC.

REM OKLAHOMA COMMUNITY SERVICES, INC.

REM PENNSYLVANIA COMMUNITY SERVICES, INC.

REM RAMSEY, INC.

REM RIVER BLUFFS, INC.

REM SILS OF IOWA, INC.

REM SOUTH CENTRAL SERVICES, INC.

REM SOUTHWEST SERVICES, INC.

REM UTAH, INC.

REM WEST VIRGINIA, INC.

REM WISCONSIN, INC.

REM WISCONSIN II, INC.

REM WISCONSIN III, INC.
REM WOODVALE, INC.
By:	/s/ John W. Gillespie
Name:	John W. Gillespie
Title:	Executive Vice President and Treasurer

U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By:	/s/ Richard Prokosch
Name:	Richard Prokosch
Title:	Vice President

EX-5.1

Exhibit 5.1

[KIRKLAND & ELLIS LLP LETTERHEAD]

October 21, 2005

National MENTOR, Inc.

and the Guarantors set forth on Exhibit A

313 Congress Street, 5^th Floor

Boston, Massachusetts 02210

Re:  Registration Statement on Form S-4 (Registration No. 333-                )

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special legal counsel to National MENTOR, Inc., a Delaware corporation (the “Issuer”), and the guarantors set forth on Exhibit A hereto (the “Guarantors” and, collectively with the Issuer, the “Registrants”).  In this opinion letter: (i) REM Arizona, Inc. and REM Arizona Rehabilitation, Inc., which are listed on Exhibit A hereto, are also referred to as the “Arizona Registrants”; (ii) REM Colorado, Inc., which is listed on Exhibit A hereto, is also referred to as the “Colorado Registrant”; (iii) REM Connecticut Community Services, Inc., which is listed on Exhibit A hereto, is also referred to as the “Connecticut Registrant”; (iv) REM Atlantic, Inc., REM Developmental Services, Inc., REM Health of Iowa, Inc., REM Iowa Community Services, Inc., REM Iowa, Inc. and REM SILS of Iowa, Inc., which are listed on Exhibit A hereto, are also referred to as the “Iowa Registrants”; (v) REM Indiana, Inc., REM Indiana Community Services, Inc. and REM Indiana Community Services II, Inc., which are listed on Exhibit A hereto, are also referred to as the “Indiana Registrants”; (vi) Massachusetts Mentor, Inc., which is listed on Exhibit A hereto, is also referred to as the “Massachusetts Registrant”; (vii) Mentor Maryland, Inc. and REM Maryland, Inc., which are listed on Exhibit A hereto, are also referred to as the “Maryland Registrants”; (viii) REM, Inc., REM Arrowhead, Inc., REM Central Lakes, Inc., REM Community Payroll Services, LLC, REM Consulting & Services, Inc., REM Council Bluffs, Inc., REM Health, Inc., REM Heartland, Inc., REM Hennepin, Inc., REM Home Health, Inc., REM Leadway, Inc., REM Management, Inc., REM Minnesota Community Services, Inc., REM Minnesota, Inc., REM North Star, Inc., REM Ramsay, Inc., REM River Bluffs, Inc., REM South Central Services, Inc., REM Southwest Services, Inc. and REM Woodvale, Inc., which are listed on Exhibit A hereto, are also referred to as the “Minnesota Registrants”; (ix) REM Nevada, Inc., which is listed on Exhibit A hereto, is also referred to as the “Nevada Registrant”; (x) REM New Jersey, Inc., which is listed on Exhibit A hereto, is also referred to as the “New Jersey Registrant”; (xi) REM North Dakota, Inc., which is listed on Exhibit A hereto, is also referred to as the “North Dakota Registrant”; (xii) Ohio Mentor, Inc., REM Consulting of Ohio, Inc., REM Ohio, Inc. and REM

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October 21, 2005

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Ohio Waivered Services, Inc., which are listed on Exhibit A hereto, are also referred to as the “Ohio Registrants”; (xiii) REM Oklahoma Community Services, Inc., which is listed on Exhibit A hereto, is also referred to as the “Oklahoma Registrant”; (xiv) REM Pennsylvania Community Services, Inc., which is listed on Exhibit A hereto, is also referred to as the “Pennsylvania Registrant”; (xv) South Carolina Mentor, Inc., which is listed on Exhibit A hereto, is also referred to as the “South Carolina Registrant”; (xvi) REM Utah, Inc., which is listed on Exhibit A hereto, is also referred to as the “Utah Registrant”; (xvii) REM Community Options, Inc. and REM West Virginia, Inc., which are listed on Exhibit A hereto, are also referred to as the “West Virginia Registrants”; and (xviii) REM Health of Wisconsin, Inc., REM Health of Wisconsin II, Inc., REM Wisconsin, Inc., REM Wisconsin II, Inc. and REM Wisconsin III, Inc., which are listed on Exhibit A hereto, are also referred to as the “Wisconsin Registrants.”  This opinion letter is being delivered in connection with the proposed registration by the Issuer of $150,000,000 in aggregate principal amount of the Issuer’s 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”) pursuant to a Registration Statement on Form S-4 (Registration No. 333-                ) as filed with the Securities and Exchange Commission (the “Commission”) on the date hereof, under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”).

The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantors (the “Guarantees”).  The Exchange Notes and the Guarantees are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the Guarantors and U.S. Bank National Association, as trustee.  The Exchange Notes and the Guarantees are to be issued in exchange for and in replacement of the Issuer’s outstanding 9-5/8% Senior Subordinated Notes due 2012 (the “Existing Notes”), of which $150,000,000 in aggregate principal amount is subject to the exchange offer pursuant to the Registration Statement.

In connection with issuing this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) resolutions of the Registrants with respect to the issuance of the Exchange Notes and the Guarantees, (ii) the Indenture, (iii) the Registration Statement and (iv) the Registration Rights Agreement, dated as of November 4, 2004, by and among the Registrants, Banc of America Securities LLC, J.P. Morgan Securities Inc., UBS Securities LLC and CIBC World Markets Corp.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies.  We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents by the parties thereto.  As to any facts material to the opinions expressed herein which we have not independently

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October 21, 2005

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established or verified, we have relied upon statements and representations of officers and other representatives of the Registrants and others.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

Based upon and subject to the assumptions, qualifications, exclusions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to the holders thereof in exchange for the Existing Notes, the Exchange Notes will be binding obligations of the Issuer and the Guarantees will be binding obligations of the Guarantors.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York, the General Corporations Act of the State of California, the General Corporation Law and the Limited Liability Company Act of the State of Delaware or the Business Corporation Act of the State of Illinois (including, in each case, the statutory provisions, all applicable provisions of the relevant state constitution and reported judicial decisions interpreting the foregoing), and represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law.  The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it.  This letter is not intended to guarantee the outcome of any legal dispute which may arise in the future.  For purposes of our opinion that the Guarantees will be binding obligations of the Guarantors, we have, without conducting any research or investigation with respect thereto, relied on the opinions of: (i) Jennings Strouss & Salmon, P.L.C., with respect to the Arizona Registrants, (ii) Sherman & Howard L.L.C., with respect to the Colorado Registrant, (iii) Cohn Birnbaum & Shea P.C., with respect to the Connecticut Registrant, (iv) Barnes & Thornburg LLP, with respect to the Indiana Registrants, (v) Shuttleworth & Ingersoll, P.L.C., with respect to the Iowa Registrants, (vi) Whiteford, Taylor & Preston L.L.P., with respect to the Maryland Registrants, (vii) Ruberto, Israel & Weiner, P.C., with respect to the Massachusetts Registrant, (viii) Parsinen Kaplan Rosberg & Gotlieb P.A., with respect to the Minnesota Registrants, (ix) Woodburn and Wedge, with respect to the Nevada Registrant, (x) Giordano, Halleran & Ciesla, a Professional Corporation, with respect to the New Jersey Registrant, (xi)

KIRKLAND & ELLIS LLP

National MENTOR, Inc.

October 21, 2005

Page 4

Vogel Law Firm, with respect to the North Dakota Registrant, (xii) Vorys, Sater, Seymour and Pease LLP, with respect to the Ohio Registrants, (xiii) Crowe & Dunlevy, A Professional Corporation, with respect to the Oklahoma Registrant, (xiv) Klehr, Harrison, Harvey, Branzburg & Ellers LLP, with respect to the Pennsylvania Registrant, (xv) Parker Poe Adams & Bernstein LLP, with respect to the South Carolina Registrant, (xvi) Parr Waddoups Brown Gee & Loveless, A Professional Corporation, with respect to the Utah Registrant, (xvii) Robinson & McElwee PLLC, with respect to the West Virginia Registrants, and (xviii) Michael Best & Friedrich LLP, with respect to the Wisconsin Registrants, that such Guarantees have been duly authorized, executed and delivered, and do not conflict with, or require consents under, their respective states of organization.  We are not licensed to practice in Arizona, Colorado, Connecticut, Iowa, Indiana, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, North Dakota, Ohio, Oklahoma, Pennsylvania, South Carolina, Utah, West Virginia and Wisconsin, and we have made no investigation of, and do not express or imply an opinion on, the laws of such states.  We are not qualified to practice law in the State of Delaware and our opinions herein regarding Delaware law are limited solely to our review of provisions of the General Corporation Law and the Limited Liability Company Act of the State of Delaware which we consider normally applicable to transactions of this type, without our having made any special investigation as to the applicability of another statute, law, rule or regulation.  None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the States of New York, California, Delaware or Illinois be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

Sincerely,

/s/ Kirkland & Ellis LLP

Kirkland & Ellis LLP

Exhibit A

Guarantors

1.NATIONAL MENTOR HOLDINGS, INC. (Delaware corporation)

2.NATIONAL MENTOR, LLC (Delaware limited liability company)

3.NATIONAL MENTOR SERVICES, LLC (Delaware limited liability company)

4.FAMILY ADVOCACY SERVICES, LLC (Delaware limited liability company)

5.NATIONAL MENTOR SERVICES, INC. (Delaware corporation)

6.MENTOR MANAGEMENT, INC. (Delaware corporation)

7.NATIONAL MENTOR HEALTHCARE, LLC (Delaware limited liability company)

8.CAROLINA BEHAVIORAL SERVICES, LLC (Delaware limited liability company)

9.CENTER FOR COMPREHENSIVE SERVICES, INC. (Illinois corporation)

10.ILLINOIS MENTOR, INC. (Illinois corporation)

11.REHABILITATION ACHIEVEMENT CENTER, INC. (Illinois corporation)

12.MASSACHUSETTS MENTOR, INC. (Massachusetts corporation)

13.CORNERSTONE LIVING SKILLS, INC. (California corporation)

14.LOYD’S LIBERTY HOMES, INC. (California corporation)

15.UNLIMITED QUEST, INC. (California corporation)

16.FIRST STEP INDEPENDENT LIVING PROGRAM, INC. (California corporation)

17.HORRIGAN COLE ENTERPRISES, INC. (California corporation)

18.OHIO MENTOR, INC. (Ohio corporation)

19.SOUTH CAROLINA MENTOR, INC. (South Carolina corporation)

20.MENTOR MARYLAND, INC. (Maryland corporation)

21.REM, INC. (Minnesota corporation)

22.REM ARIZONA, INC. (Arizona corporation)

23.REM ARIZONA REHABILITATION, INC. (Arizona corporation)

24.REM ARROWHEAD, INC. (Minnesota corporation)

25.REM ATLANTIC, INC. (Iowa corporation)

26.REM CENTRAL LAKES, INC. (Minnesota corporation)

27.REM COLORADO, INC. (Colorado corporation)

28.REM COMMUNITY OPTIONS, INC. (West Virginia corporation)

29.REM COMMUNITY PAYROLL SERVICES, LLC (Minnesota limited liability company)

30.REM CONNECTICUT COMMUNITY SERVICES, INC. (Connecticut corporation)

31.REM CONSULTING & SERVICES, INC. (Minnesota corporation)

32.REM CONSULTING OF OHIO, INC. (Ohio corporation)

33.REM COUNCIL BLUFFS, INC. (Minnesota corporation)

34.REM DEVELOPMENTAL SERVICES, INC. (Iowa corporation)

35.REM HEALTH, INC. (Minnesota corporation

36.REM HEALTH OF IOWA, INC. (Iowa corporation)

37.REM HEALTH OF NEBRASKA, LLC (Delaware limited liability company)

38.REM HEALTH OF WISCONSIN, INC. (Wisconsin corporation)

39.REM HEALTH OF WISCONSIN II, INC. (Wisconsin corporation)

40.REM HEARTLAND, INC. (Minnesota corporation)

41.REM HENNEPIN, INC. (Minnesota corporation)

42.REM HOME HEALTH, INC. (Minnesota corporation)

43.REM INDIANA, INC. (Indiana corporation)

44.REM INDIANA COMMUNITY SERVICES, INC. (Indiana corporation)

45.REM INDIANA COMMUNITY SERVICES II, INC.(Indiana corporation)

46.REM IOWA COMMUNITY SERVICES, INC. (Iowa corporation)

47.REM IOWA, INC. (Iowa corporation)

48.REM LEADWAY, INC. (Minnesota corporation)

49.REM MANAGEMENT, INC. (Minnesota corporation)

50.REM MARYLAND, INC. (Maryland corporation)

51.REM MINNESOTA COMMUNITY SERVICES, INC. (Minnesota corporation)

52.REM MINNESOTA, INC. (Minnesota corporation)

53.REM NEVADA, INC. (Nevada corporation)

54.REM NEW JERSEY, INC. (New Jersey corporation)

55.REM NORTH DAKOTA, INC. (North Dakota corporation)

56.REM NORTH STAR, INC. (Minnesota corporation)

57.REM OHIO, INC. (Ohio corporation)

58.REM OHIO WAIVERED SERVICES, INC. (Ohio corporation)

59.REM OKLAHOMA COMMUNITY SERVICES, INC. (Oklahoma corporation)

60.REM PENNSYLVANIA COMMUNITY SERVICES, INC. (Pennsylvania corporation)

61.REM RAMSEY, INC. (Minnesota corporation)

62.REM RIVER BLUFFS, INC. (Minnesota corporation)

63.REM SILS OF IOWA, INC. (Iowa corporation)

64.REM SOUTH CENTRAL SERVICES, INC. (Minnesota corporation)

65.REM SOUTHWEST SERVICES, INC. (Minnesota corporation)

66.REM UTAH, INC. (Utah corporation)

67.REM WEST VIRGINIA, INC. (West Virginia corporation)

68.REM WISCONSIN, INC. (Wisconsin corporation)

69.REM WISCONSIN II, INC. (Wisconsin corporation)

70.REM WISCONSIN III, INC. (Wisconsin corporation)

71.REM WOODVALE, INC. (Minnesota corporation)

EX-5.2

Exhibit 5.2

[Letterhead of Jennings, Strouss & Salmon, P.L.C.]

October 20, 2005

REM Arizona, Inc., and

REM Arizona Rehabilitation, Inc.

c/o National MENTOR, Inc.

313 Congress Street

5^th Floor

Boston, MA 02210

Re:          Registration Statement on Form S-4

Dear Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to REM Arizona, Inc., and REM Arizona Rehabilitation, Inc. , each an Arizona corporation (each, a “Guarantor” and collectively, the “Arizona Guarantors”), in connection with the Arizona Guarantors’ proposed guarantees, along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (the Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Notes will be guaranteed by the Arizona Guarantors (the “Guarantee”), along with other guarantors.  The Exchange Notes and the guarantees are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments:

(i) the Articles of Incorporation of REM Arizona, Inc., as filed with the Arizona Corporation Commission (“ACC”) on November 27, 1996 and amended by Articles of Amendment filed with the ACC on July 21, 2000,

(ii)  the Bylaws of REM Arizona, Inc. dated October 26, 2004,

REM Arizona, Inc., and

REM Arizona Rehabilitation, Inc.

October 20, 2005

Page 2

(iii) the Articles of Incorporation of REM Arizona Rehabilitation, Inc. as filed with the ACC on November 6, 1998,

(iv) the Bylaws of REM Arizona Rehabilitation, Inc. dated November 6, 1998,

(v) a written consents of the board of directors of each Arizona Guarantor with respect to the issuance of the Guarantee dated October 26, 2004,

(vi)  a Secretary’s Certificate of each Arizona Guarantor dated as of October 20, 2005, relating that (i) through (v) are true, accurate, complete and have not been modified, superseded or terminated,

(vii)  an Officer’s Certificate of each Arizona Guarantor dated as of October 20, 2005 regarding certain factual matters,

(viii)  Certificates of Good Standing from the ACC dated October 20, 2005,

(ix) a draft of the Registration Statement circulated to us on October 7, 2005, which we have assumed conforms in all material respects to the final registration statement,

and (x) the Indenture.

For purposes of this opinion, we have assumed with your permission, without independent investigation or inquiry the following matters: (a) the authenticity of all documents submitted to us as originals, (b) the genuineness of all signatures on all documents that we examined, (c) the conformity to authentic originals of all documents submitted to us as copies, (d) the authority of all persons signing on behalf of the parties thereto, (e) the due execution and delivery of all documents by the parties and the due authorization, power and capacity (corporate, governmental and otherwise), of all documents by the parties other than the Arizona Guarantors (collectively, the “Other Parties”), (f) the legal capacity of all natural persons executing the documents, (g) that the Indenture constitutes a legal, valid and binding obligation of the Other Parties, (h) that the Indenture accurately describes the mutual understanding of the parties, and that there are no oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of its terms, (i) that the Other Parties will act in a commercially reasonable manner and in accordance with all legal requirements in enforcing their rights under the Indenture, (j) that the Issuer and the Arizona Guarantors own all the property, assets and rights purported to be owned by each of them, that they are solvent entities and that consummation of the transactions contemplated by the issuance of the Exchange Notes and the Guarantees will not render any of them insolvent, (k) that the application of Arizona law will not be contrary to a fundamental policy of the law of any other state, and the applicable law of any other state will not conflict with the public policy of the State of Arizona, to which we render no opinion, (l) that there is adequate consideration for the Arizona Guarantors to enter into the Guarantee, (m) that in connection with the issuance of the Exchange Notes and the performance by the parties of their respective rights and obligations thereunder, there will be no change in the corporate structure of the Issuer and the

REM Arizona, Inc., and

REM Arizona Rehabilitation, Inc.

October 20, 2005

Page 3

respective Arizona Guarantors, their ownership or management structure or in their facilities or services provided. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the respective Arizona Guarantors and others.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity or commercial reasonableness (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies and certain waivers, procedures, remedies and other provisions of the Indenture may be unenforceable and the use of those provisions may cause a discharge of the Guarantees, (iv) any law except the laws of the State of Arizona and the Arizona case law decided thereunder, (v) any “Blue Sky” laws and related regulations, and (vi) any requirements of Federal or Arizona laws relating to Medicare, Medicaid, the Arizona Health Care Cost Containment System or similar laws.  We understand that you are relying on other counsel for advise with respect to items (v) and (vi). .

The Indenture states that it is governed by the laws of the State of New York.  We render no opinion with respect to those laws.  For purposes of these opinions, we have assumed, with your consent, that the Indenture will be governed by the laws of Arizona, notwithstanding their express terms.  We express no opinion about what law will actually govern the Indenture.

Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement has been declared effective; (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for the existing 9-5/8% Senior Subordinated Notes due 2012, the Guarantee of the Exchange Notes issued by each of the Arizona Guarantors will be a valid and binding obligation of the respective Arizona Guarantors, enforceable against that Guarantor in accordance with its terms.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of Arizona or the federal laws of the United States be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

REM Arizona, Inc., and

REM Arizona Rehabilitation, Inc.

October 20, 2005

Page 4

We hereby consent to the filing of this opinion with the commission as Exhibit 5.2 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.

Sincerely,

/s/ Jennings Strouss & Salmon, P.L.C.

Jennings Strouss & Salmon, P.L.C.

EX-5.3

Exhibit 5.3

[Letterhead of Sherman & Howard L.L.C.]

October 21, 2005

REM COLORADO, INC.

c/o National MENTOR, Inc.

313 Congress Street, 5^th Floor

Boston, Massachusetts 02210

Re:Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to REM Colorado, Inc., a Colorado corporation (the “Guarantor”), in connection with the Guarantor’s proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantor (the “Guarantee”), along with other guarantors.  The Exchange Notes and the guarantees are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments (i) the articles of incorporation and by-laws of the Guarantor, (ii) a written consent of the board of directors of the Guarantor with respect to the issuance of the Guarantee, (iii) the Registration Statement and (iv) the Indenture.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantor. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantor and others.

Sherman & Howard L.L.C.

REM COLORADO, INC
October 21, 2005
Page 2

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies (iv) any law (including, without limitation, the Securities Act or any other federal securities laws, rules or regulations), except the laws of the State of Colorado and the Colorado case law decided thereunder and (v) the “Blue Sky” laws and regulations of Colorado.

Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:

1.The Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Colorado.

2.The Indenture has been duly authorized, executed and delivered by the Guarantor.  The Indenture is a valid and binding obligation of the Guarantor and is enforceable against the Guarantor in accordance with its terms.

3.The execution and delivery of the Indenture by the Guarantor and the performance by the Guarantor of its obligations thereunder (including with respect to the Guarantee) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the articles of incorporation, bylaws or other organizational documents of the Guarantor or (ii) any statute or governmental rule or regulation of the State of Colorado or any political subdivision thereof.

4.No consent, waiver, approval, authorization or order of any State of Colorado court or governmental authority of the State of Colorado or any political subdivision thereof is required for the issuance by the Guarantor of the Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of Colorado be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other

Sherman & Howard L.L.C.

REM COLORADO, INC
October 21, 2005
Page 3

purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.3 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.

Sincerely,

/s/ Sherman & Howard L.L.C.

EX-5.4

Exhibit 5.4

[Letterhead of Cohn Birnbaum & Shea A Professional Corporation]

October 21, 2005

REM Connecticut Community Services, Inc.

c/o National MENTOR Holdings, Inc.

313 Congress Street, 6^th Floor

Boston, MA 02210

Ladies and Gentlemen:

We have acted as special local counsel in the State of Connecticut (the “State”) to REM Connecticut Community Services, Inc., a Connecticut corporation (the “Guarantor”), in connection with the Guarantor’s proposed guarantee of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to the Registration Statement (as defined below).  Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture (as defined below).

In that connection, we have examined originals or copies of the latest forms provided to us of the following documents:

(i)the certificate of incorporation of the Guarantor, as amended, certified by the Secretary of the State of Connecticut as of October 5, 2005 (the “Certificate of Incorporation”);  copies of the bylaws of the Guarantor certified by the Assistant Secretary of Guarantor as of November 4, 2004 (the “Bylaws”); and a certificate of existence for the Guarantor issued October 5, 2005 by the Secretary of the State of Connecticut;

(ii)Joint Assistant Secretary’s Certificate dated November 4, 2004, signed by Denis M. Holler as Vice President and Assistant Secretary of Guarantor, and countersigned by John W. Gillespie as Vice President and Assistant Treasurer of Guarantor, together with the Exhibits thereto, including (a) the Guarantor’s certificate of incorporation as amended, (b) the Guarantor’s bylaws, and (c) unanimous joint written consent of Guarantor’s board of directors with respect to the transactions referred to herein dated October 26, 2004;

(iii)Certificate as to Execution and Delivery of Indenture dated October 18, 2005, signed by Christine Pak as Vice President and Assistant Secretary of Guarantor;

COHN BIRNBAUM & SHEA

REM Connecticut Community Services, Inc.
October 21, 2005
Page 2 of 4

(iv)Registration Statement on Form S-4 (the “Registration Statement”), to be filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended; and

(v)Indenture dated as of November 4, 2004 among the Issuer, the Guarantor, other guarantors named therein, and U.S. Bank National Association, as Trustee, as amended and supplemented by that certain Supplemental Indenture dated September 2, 2005 among Cornerstone Living Skills, Inc., REM Health of Nebraska, LLC, REM Community Payroll Services, LLC, the Issuer, the Guarantor and other Guarantors, and U.S. Bank National Association, as Trustee (the “Indenture”).

Items listed in (i) through (iii) above are hereinafter referred to as the “Organization and Authorization Documents”).  Items listed in (iv) and (v) above are hereinafter referred to as the “Transaction Documents.”  The “Note Guarantee” refers to the Guarantee of Guarantor (and other guarantors) set forth in Article 11 of the Indenture.  We understand that you and other interested parties shall rely solely on the opinions of Kirkland & Ellis LLP, counsel to the Issuer, and other special local counsel, with regard to the authorization, execution and delivery of documents and instruments by parties other than the Guarantor and the enforceability of the Transaction Documents.

In rendering the opinions expressed below, we have, with your consent, assumed and relied upon the following:

(a)           that the signatures of persons signing all documents in connection with which this opinion is rendered are genuine and that such persons validly hold the offices indicated;

(b)           that all documents submitted to us as originals or duplicate originals are authentic and all documents submitted to us as copies, whether certified or not, conform to authentic original documents, and that none of the documents submitted to us have been modified or amended except by modifications or amendments provided to us;

(c)           the authority of persons signing all documents in connection with which this opinion is rendered on behalf of the parties thereto other than the Guarantor;

(d)           the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantor;

(e)           as to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantor and other parties.

(f)            the accuracy and completeness of all factual representations, warranties, schedules, annexes and exhibits contained in the Transaction Documents and the Organization and Authorization Documents, with respect to the factual matters set forth therein;

COHN BIRNBAUM & SHEA

REM Connecticut Community Services, Inc.
October 21, 2005
Page 3 of 4

(g)           that all parties to the Transaction Documents and the Organization and Authorization Documents, other than the Guarantor, are, and at all relevant times were, duly organized, validly existing and in good standing under the laws of all jurisdictions where they conduct their businesses or are otherwise required to be so qualified, and have full power and authority to execute, deliver and perform under such documents and all such documents have been duly authorized, executed and delivered by such parties; and

(h)           that any public official or authority who provided a certificate or other document as to the incorporation, organization, good standing, qualification, existence or the like of the Guarantor on which we have relied, had the authority and the jurisdiction to issue the applicable certificate, and that any individual purporting to act on behalf of such authority has been duly appointed, elected and/or authorized to act.

This opinion is qualified as follows:

1.             We are qualified to practice law in the State.  We do not express any opinion herein concerning the laws of any jurisdiction other than the laws of the State and the settled case law decided thereunder, and we are not opining as to any federal law.

2.             We have examined the Indenture and the other Transaction Documents and made such other investigations as we have deemed appropriate to render the opinions set forth below.  As to matters of fact material to our opinions, we have relied, without independent verification, on representations made, and factual matters set forth, in the Transaction Documents and the Organization and Authorization Documents.

3.             We express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally; (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); (iii) public policy considerations which may limit the rights of parties to obtain certain remedies; and (iv) the securities or “Blue Sky” laws and regulations of the State.

Based upon the foregoing and subject to the assumptions and qualifications stated herein, we are of the opinion that:

1.             The Guarantor is a duly organized and validly existing corporation, formed under the laws of the State.

2.             The Indenture has been duly authorized and executed by the Guarantor and delivered to U.S. Bank National Association.  The Indenture is a valid and binding obligation of the Guarantor and is enforceable against the Guarantor.

3.             When (i) the Registration Statement has been declared effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for the Issuer’s existing 9-5/8% Senior Subordinated

COHN BIRNBAUM & SHEA

REM Connecticut Community Services, Inc.
October 21, 2005
Page 4 of 4

Notes due 2012, the Note Guarantee will, with regard to the Exchange Notes, be a valid and binding obligation of the Guarantor, enforceable against the Guarantor.

4.             The execution and delivery of the Indenture by the Guarantor, and the performance by the Guarantor of its obligations thereunder do not and will not conflict with or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the Certificate of Incorporation or Bylaws of the Guarantor, or (ii) any statute or governmental rule or regulation of the State or any political subdivision thereof and which is typically applicable to transactions of the type contemplated by the Indenture.

5.             No consent, waiver, approval, authorization or order of any State court or governmental authority of the State or any political subdivision thereof is required for the issuance by the Guarantor of the Note Guarantee.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.  This opinion speaks only as of the date hereof, and we disclaim any obligation to advise you of any change in this opinion after the date hereof.  Any change in the applicable laws, rules or regulations or in the information or assumptions upon which we rely, or any inaccuracy in such information or assumptions, could affect the validity of this opinion.  We express no opinion herein as to any matters (including, but not limited to, matters relating to compliance with banking laws, rules and regulations applicable to them, including those pertaining to interest rates and late charges) other than the matters expressly set forth herein.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that we hereby consent to Kirkland & Ellis LLP relying upon this opinion in providing the opinion to be delivered by them in respect of the foregoing.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.4 to the Registration Statement.  We also consent to the reference to our firm under the caption “Legal Matters” contained in the Registration Statement.  In giving such consent, we do not thereby 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.

Very truly yours,
COHN BIRNBAUM & SHEA P.C.
By:	/s/ Michael F. Mulpeter
	Michael F. Mulpeter

EX-5.5

Exhibit 5.5

[Letterhead of Barnes & Thornburg LLP]

October 21, 2005

REM Indiana, Inc.
REM Indiana Community Services, Inc.
REM Indiana Community Services II, Inc.
c/o National MENTOR, Inc.
313 Congress Street, 5^th Floor
Boston, Massachusetts 02210

Re:          Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to REM Indiana, Inc., an Indiana corporation, REM Indiana Community Services, Inc., an Indiana corporation, and REM Indiana Community Services II, Inc., an Indiana corporation (individually, an “Indiana Guarantor” and collectively, the “Indiana Guarantors”), in connection with the Indiana Guarantors’ proposed guarantees, along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Notes will be guaranteed by each Indiana Guarantor (individually, the “Guarantee” and collectively, the “Guarantees”), along with other guarantors.  The Exchange Notes and the guarantees are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee. We have assumed, with your permission, that the Indenture has not been amended, modified or supplemented since the Indenture dated November 4, 2004.

In that connection, we have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments: (i) the articles of incorporation of each Indiana Guarantor certified by the Indiana

REM Indiana, Inc.
REM Indiana Community Services, Inc.
REM Indiana Community Services II, Inc.
October 21, 2005
Page 2

Secretary of State on October 17, 2005; (ii) the by-laws of each Indiana Guarantor certified by its respective secretary in the Joint Secretary’s Certificate dated October 19, 2005 (the “Secretary’s Certificate”); (iii) a written consent of the board of directors of each Indiana Guarantor with respect to the issuance of the Guarantee and other matters incident to the Indenture and the Registration Statement, as certified by each Indiana Guarantor’s respective secretary in the Secretary’s Certificate; (iv) the Secretary’s Certificate; (v) the Registration Statement; (vi) the Indenture; and (vi) Certificates of Existence for each Indiana Guarantor issued by the Indiana Secretary of State on October 20, 2005.  We have assumed that any certificate dated prior to the date hereof remains true as of this date, and that each public document and public record is accurate, complete and authentic.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Indiana Guarantors and the due authorization, execution and delivery of all documents by the parties thereto other than the Indiana Guarantors. As to any facts material to the opinions expressed herein, we have relied without independent investigation or verification upon certificates, statements and representations of officers and other representatives of the Indiana Guarantors and others, including without limitation those factual matters included in the Registration Statement.  This firm does not represent the Indiana Guarantors in general matters, and no inferences of this firm’s knowledge of the existence or the absence of such facts regarding the Indiana Guarantors should be drawn from our representation of the Indiana Guarantors as herein described.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies (iv) any law except the laws of the State of Indiana and the Indiana case law decided thereunder and (v) the “Blue Sky” laws and regulations of Indiana.  Our opinions expressed below in paragraphs 4 and 5 are limited to those statutes or regulations of the State of Indiana that a lawyer in Indiana exercising customary professional diligence would reasonably recognize as being directly applicable to the Indiana Guarantors and the performance of the Indiana Guarantors’ obligations under the Guarantees in the Indenture.

Based upon and subject to the foregoing and the assumptions, qualifications, and limitations set forth herein, we are of the opinion that:

REM Indiana, Inc.
REM Indiana Community Services, Inc.
REM Indiana Community Services II, Inc.
October 21, 2005
Page 3

1.Each Indiana Guarantor is a corporation duly incorporated and validly existing under the laws of the State of Indiana.

2.The Indenture has been duly authorized, executed and delivered by each Indiana Guarantor.  The Indenture is a valid and binding obligation of each Indiana Guarantor and is enforceable against each Indiana Guarantor in accordance with its terms.

3.When (i) the Registration Statement has been declared effective; (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for the existing 9-5/8% Senior Subordinated Notes due 2012, each Guarantee of the Exchange Notes will be a valid and binding obligation of the Indiana Guarantor, enforceable against the Indiana Guarantor in accordance with its terms.

4.The execution and delivery of the Indenture by each Indiana Guarantor and the performance by an Indiana Guarantor of its obligations thereunder (including with respect to the Guarantee) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the articles of incorporation, bylaws or other organizational documents of the Indiana Guarantor or (ii) any statute or governmental rule or regulation of the State of Indiana or any political subdivision thereof.

5.No consent, waiver, approval, authorization or order of any State of Indiana court or governmental authority of the State of Indiana or any political subdivision thereof is required for the issuance by an Indiana Guarantor of its Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks as of the date hereof, and we assume no obligation to revise or supplement this opinion should the present laws of the State of Indiana be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

REM Indiana, Inc.
REM Indiana Community Services, Inc.
REM Indiana Community Services II, Inc.
October 21, 2005
Page 4

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.5 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.

Very truly yours,

/s/ Barnes & Thornburg LLP

EX-5.6

Exhibit 5.6

[Letterhead of Shuttleworth & Ingersoll, P.L.C.]

October 20, 2005

To Each of the Entities Listed on Schedule 1 Hereto

Re:Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to each of the entities listed on Schedule 1 hereto (each a “Guarantor” and collectively the “Guarantors”), in connection with each such Guarantor’s proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Notes will be guaranteed by each Guarantor (each a “Guarantee” and collectively the “Guarantees”), along with other guarantors.  The Exchange Notes and the Guarantees are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented prior to the date hereof, the “Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments (i) the articles of incorporation and by-laws of each Guarantor, (ii) a written consent of the board of directors of each Guarantor with respect to the issuance of the Guarantees, (iii) the Registration Statement and (iv) the Indenture.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as

SHUTTLEWORTH & INGERSOLL, P.L.C.

October 20, 2005
Page 2

copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto, and the due authorization, execution and delivery of all documents by the parties thereto. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantors and others including, without limitation, provisions of the Registration Statement.  Additionally, we have, with your consent, assumed that each Guarantor has received adequate consideration for its Guarantee.

Whenever our opinion with respect to the existence or absence of facts is indicated to be based on our knowledge or awareness, we are referring to the knowledge of the particular attorneys who have represented the Guarantors during the course of our representation of the Guarantors in connection with the Guarantees.  Except as expressly set forth herein, we have not undertaken any independent investigation, examination or inquiry to determine the existence or absence of any facts (and have not caused the review of any court file or indices) and no inference as to our knowledge concerning any facts should be drawn as a result of the limited representation undertaken by us.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies, (iv) any law, rules or regulations except the laws of the State of Iowa and the Iowa case law decided thereunder, and (v) the “Blue Sky” laws of the State of Iowa and any Iowa laws relating to misrepresentations or fraud.

Based upon and subject to the assumptions, qualifications, and limitations set forth above and below, we are of the opinion that:

1.Each Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Iowa.

2.The Indenture has been duly authorized, executed and delivered by each Guarantor.  The Indenture is a valid and binding obligation of each Guarantor and is enforceable against each Guarantor in accordance with its terms.

3.When (i) the Registration Statement has been declared effective; (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for the existing 9-5/8% Senior Subordinated

SHUTTLEWORTH & INGERSOLL, P.L.C.

October 20, 2005
Page 3

Notes due 2012, each of the Guarantees will be a binding obligation of the applicable Guarantor.

4.The execution and delivery of the Indenture by each Guarantor and the performance by each Guarantor of its obligations thereunder (including with respect to the Guarantees) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the articles of incorporation, bylaws or other organizational documents of such Guarantor or (ii) to our knowledge any statute or governmental rule or regulation of the State of Iowa or any state political subdivision thereof applicable to such Guarantor.

5.To our knowledge, no consent, waiver, approval, authorization or order of any State of Iowa court or governmental authority of the State of Iowa or any state political subdivision thereof is required for the issuance by each Guarantor of its Guarantee.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.  We have assumed for the purpose of the opinions above that there is no substantive difference between the laws of the State of Iowa and the laws of the State of New York in the interpretation of the provisions of the Indenture and the Exchange Notes.  This opinion is given by us and accepted by you with the specific understanding that none of the members of our firm, nor our firm, will indemnify you, or anyone utilizing this opinion, for any damages that might result in reliance thereon based upon facts or contingencies which were not at this time discoverable after reasonable investigation conducted with due care.  The information set forth herein is as of the date hereof.  We assume no obligation to revise or supplement this opinion should the present laws of the State of Iowa be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

We hereby consent to the filing of this opinion with the commission as Exhibit 5.6 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.

Sincerely,

/s/ Shuttleworth & Ingersoll, P.L.C.

Shuttleworth & Ingersoll, P.L.C.

SHUTTLEWORTH & INGERSOLL, P.L.C.

October 20, 2005
Page 4

Schedule 1

REM Atlantic, Inc.

REM Developmental Services, Inc.

REM Health of Iowa, Inc.

REM Iowa Community Services, Inc.

REM Iowa, Inc.

REM SILS of Iowa, Inc.

all with an address as follows:

c/o National Mentor, Inc.
313 Congress Street, 5th Floor
Boston, Massachusetts 02210

EX-5.7

Exhibit 5.7

[Letterhead of Whiteford, Taylor & Preston L.L.P.]

October 21, 2005

Mentor Maryland, Inc.

REM Maryland, Inc.

c/o National Mentor, Inc.

313 Congress Street, 5^th Floor

Boston, Massachusetts  02210

Re:Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to Mentor Maryland, Inc., a Maryland corporation (“Mentor Maryland”), and REM Maryland, Inc., a Maryland corporation (“REM Maryland,” which, together with Mentor Maryland, shall hereinafter be referred to as the “Guarantors”), in connection with the Guarantors’ proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantors (the “Guarantee”), and such obligations of the Issuer will also be guaranteed by the other guarantors.  The Exchange Notes and the guarantees are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments (i) the articles of incorporation and by-laws of the Guarantors, (ii) written consents of the board of directors of the Guarantors with respect to the Guarantee, (iii) the Registration Statement and (iv) the Indenture.

Mentor Maryland, Inc.
REM Maryland, Inc.
October 21, 2005
Page 2

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons (and the legal competency of all such natural persons) signing on behalf of the parties thereto other than the Guarantors and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantors. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantors and others.

This opinion is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies, (iv) any law except the laws of the State of Maryland and the Maryland case law decided thereunder and (v) the “Blue Sky” laws and regulations of Maryland.

Based upon and subject to the assumptions, qualifications, and limitations set forth above and the additional assumptions, qualifications and limitations set forth below, we are of the opinion that:

1.The Guarantors are corporations duly incorporated, validly existing and in good standing under the laws of the State of Maryland.

2.The Indenture has been duly authorized, executed and delivered by the Guarantors.  The Indenture is a valid and binding obligation of the Guarantors and is enforceable against the Guarantors in accordance with its terms.

3.When (i) the Registration Statement has been declared effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for the existing 9-5/8% Senior Subordinated Notes due 2012, the Guarantee of the Exchange Notes will be a valid and binding obligation of the Guarantors, enforceable against the Guarantors in accordance with the terms of the Indenture.

4.The execution and delivery of the Indenture by the Guarantors and the performance by the Guarantors of their obligations thereunder (including with respect to the Guarantee) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in

Mentor Maryland, Inc.
REM Maryland, Inc.
October 21, 2005
Page 3

the violation of any of, (i) the articles of incorporation, bylaws or other organizational documents of the Guarantors or (ii) any statute or governmental rule or regulation of the State of Maryland or any political subdivision thereof.

5.No consent, waiver, approval, authorization or order of any State of Maryland court or governmental authority of the State of Maryland or any political subdivision thereof is required in order for the Guarantors to make the Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion (i) should the present laws of the State of Maryland be changed by legislative action, judicial decision or otherwise or (ii) should we become aware of any facts that might change the opinions expressed herein after the date hereof.  In rendering our opinions regarding the Guarantors being in good standing, we have relied exclusively on Certificates of Good Standing dated October 6, 2005 for each of the Guarantors, which certificates have been obtained from the Maryland Department of Assessments and Taxation.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.7 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.

Sincerely,
WHITEFORD, TAYLOR & PRESTON L.L.P
By:	/s/ Joseph N. Schaller
Joseph N. Schaller

EX-5.8

Exhibit 5.8

[Letterhead of Ruberto, Israel & Weiner, P.C.]

October 21, 2005

Massachusetts Mentor, Inc.

313 Congress Street, 5^th Floor,

Boston, Massachusetts 02110

Re:Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to Massachusetts Mentor, Inc., a Massachusetts corporation (the “Guarantor”), in connection with the Guarantor’s proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National Mentor, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantor (the “Guarantee”), along with other guarantors.  The Exchange Notes and the guarantees are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments (i) the articles of organization and by-laws of the Guarantor, (ii) a written consent of the board of directors of the Guarantor with respect to the issuance of the Guarantee and the delivery of the Indenture, (iii) the Certificate of Guarantor’s Secretary, (the “Secretary’s Certificate”) set forth as Attachment 1, (iv) the Registration Statement and (v) the Indenture.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have

Massachusetts Mentor, Inc.
October 21, 2005
Page 2

also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantor. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantor and others.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies (iv) any law except the laws of the Commonwealth of Massachusetts and the Massachusetts case law decided thereunder and (v) the “Blue Sky” laws and regulations of the Commonwealth of Massachusetts.  Finally, the opinions set forth in paragraph 3 and paragraph 4 below with respect to the enforceability of the Guaranty, are given to the extent, and only to the extent, that the Guarantor can be demonstrated to have received “reasonably equivalent value” (within the meaning of the Uniform Fraudulent Transfer Act or Section 548 of Title 11 of the United States Code) and “fair consideration” (within the meaning of such term as interpreted under the Uniform Fraudulent Conveyance Act or equivalent terms as interpreted under similar laws).

Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:

1.The Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Massachusetts based on the Certificate of Good Standing attached as Attachment 2.

2.The Indenture has been duly authorized, executed and delivered by the Guarantor based upon the Secretary’s Certificate.  The Indenture is a valid and binding obligation of the Guarantor and is enforceable against the Guarantor in accordance with its terms.

3.When (i) the Registration Statement has been declared effective; (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for the existing 9-5/8% Senior Subordinated Notes due 2012, the Guarantee of the Exchange Notes will be a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.

4.The execution and delivery of the Indenture by the Guarantor and the performance by the Guarantor of its obligations thereunder (including with respect to the Guarantee) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the

Massachusetts Mentor, Inc.
October 21, 2005
Page 3

creation of a lien or encumbrance under or violation of any of, (i) the articles of organization, bylaws or other organizational documents of the Guarantor or (ii) any statute or governmental rule or regulation of the Commonwealth of Massachusetts or any political subdivision thereof.

5.No consent, waiver, approval, authorization or order of any court of the Commonwealth of Massachusetts or governmental authority of the Commonwealth of Massachusetts or any political subdivision thereof is required for the issuance by the Guarantor of the Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the Commonwealth of Massachusetts be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.8 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.

Sincerely,

/s/ Ruberto, Israel & Weiner, P.C.

Ruberto, Israel & Weiner, P.C.

Attachment 1

[Massachusetts Mentor, Inc. Secretary's Certificate]

Attachment 2

[Certificate of Good Standing]

EX-5.9

Exhibit 5.9

[Letterhead of PARSINEN KAPLAN ROSBERG & GOTLIEB P.A.]

October 20, 2005

To the corporations listed on Schedule 1

c/o National MENTOR, Inc.

313 Congress Street, 5th Floor

Boston, Massachusetts 02210

Re:Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to the corporations listed on attached Schedule 1 (each such corporation, a “Guarantor” and, collectively, the “Guarantors”), in connection with the Guarantors’ proposed guarantees (each, a “Guarantee”, and collectively, the “Guarantees”), along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc., a Delaware corporation (the “Issuer”) pursuant to a Registration Statement on Form S-4 (Registration No. 333-             ) as filed with the Securities and Exchange Commission (the “Commission”) on the date hereof, under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”).  The Exchange Notes and the Guarantees are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments (i) the articles of incorporation and by-laws of each of the Guarantors, (ii) a written consent of the board of directors of each of the Guarantors with respect to the issuance of the Guarantees, (iii) the Registration Statement and (iv) the Indenture.  “Authority Documents” means, with respect to each Guarantor, items (i) and (ii) in this paragraph with respect to that Guarantor.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies.  We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantors and the due authorization, execution and delivery of all documents by the parties thereto other than the

PARSINEN KAPLAN ROSBERG & GOTLIEB P.A.

To the corporations listed on Schedule I
October 19, 2005
Page 2

Guarantors.  We have also assumed the truth and accuracy of the facts and opinions stated in the opinion letter of Kirkland & Ellis LLP dated of even date herewith.  As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantor and others.  Specifically, for purposes of rendering our opinion set forth herein, we have also reviewed and relied upon a certificate (the “Delivery Certificate”) from an officer of the Guarantors stating that the Indenture has been physically delivered to the trustee thereunder.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies (iv) any law except the laws of the State of Minnesota and the Minnesota case law decided thereunder and (v) the “Blue Sky” laws and regulations of Minnesota.

Based upon and subject to the assumptions, qualifications, assumptions and limitations contained above and below, and the further limitations set forth below, we are of the opinion that:

1.Each Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota.

2.The Indenture has been duly authorized, executed and delivered by the Guarantor.  The Indenture is a valid and binding obligation of the Guarantor and is enforceable against the Guarantor in accordance with its terms.

3.When (i) the Registration Statement has been declared effective; (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for the existing 9-5/8% Senior Subordinated Notes due 2012, each of the Guarantees will be a valid and binding obligation of the respective Guarantor thereunder, enforceable against that Guarantor in accordance with its terms

4.The execution and delivery of the Indenture by each Guarantor and the performance by each Guarantor of its obligations thereunder (including with respect to the Guarantee under which each such Guarantor is the guaranteeing party) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default

PARSINEN KAPLAN ROSBERG & GOTLIEB P.A.

To the corporations listed on Schedule I
October 19, 2005
Page 3

under) or result in the creation of a lien or encumbrance under or violation of any of, (a) the Authority Documents of that Guarantor, or (b) to our knowledge, as a general matter of law, any statute or governmental rule or regulation of the State of Minnesota or any political subdivision thereof presently in effect which, in the exercise of normal professional diligence, we would recognize as being generally applicable to the transaction to which this letter refers or to any Guarantor.

5.No consent, waiver, approval, authorization or order of any State of Minnesota court or governmental authority of the State of Minnesota or any political subdivision thereof is required for the issuance by each Guarantor of its respective Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

We express no opinion with respect to the effect of any law other than the existing laws, ordinances and regulations of the United States of America and Minnesota as of the date hereof, as they are applied and construed as of the date hereof.

We express no opinion as to any agreements, documents or instruments other than the Indenture (and the Guarantees made thereunder).

The terms “knowledge”, “our knowledge” and similar terms mean the actual, present consciousness of lawyers in this firm without having conducted any independent investigation, verification or inquiry, except as specifically described in this letter.  Whenever such term is used, no opinion is expressed as to matters that in fact exist but are not actually known by such lawyers, and no inference as to our knowledge concerning any facts should be drawn as a result of the limited representation undertaken by us.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

We hereby consent to the filing of this opinion with the commission as Exhibit 5.9 to the Registration Statement.  We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement.  In giving this consent, we do not thereby 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.

Sincerely,

/s/ Parsinen Kaplan Rosberg & Gotlieb P.A.

PARSINEN KAPLAN ROSBERG & GOTLIEB P.A.

PARSINEN KAPLAN ROSBERG & GOTLIEB P.A.

To the corporations listed on Schedule I
October 19, 2005
Page 4

Schedule 1

List of Guarantors

1.	REM, Inc.
2.	REM Arrowhead, Inc.
3.	REM Central Lakes, Inc.
4.	REM Community Payroll Services, LLC
5.	REM Consulting & Services, Inc.
6.	REM Council Bluffs, Inc.
7.	REM Health, Inc.
8.	REM Heartland, Inc.
9.	REM Hennepin, Inc.
10.	REM Home Health, Inc.
11.	REM Leadway, Inc.
12.	REM Management, Inc.
13.	REM Minnesota Community Services, Inc.
14.	REM Minnesota, Inc.
15.	REM North Star, Inc.
16.	REM Ramsay, Inc.
17.	REM River Bluffs, Inc.
18.	REM South Central Services, Inc.
19.	REM Southwest Services, Inc.
20.	REM Woodvale, Inc.

[End of Schedule]

EX-5.10

Exhibit 5.10

[Letterhead of Woodburn and Wedge]

October 21, 2005

REM Nevada, Inc.

313 Congress Street, 6^th Floor

Boston, MA  02210

Re: National Mentor, Inc. Exchange Notes—REM Nevada, Inc.

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to REM Nevada, Inc., a Nevada corporation (the “Guarantor”), in connection with the Guarantor’s proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantor (the “Guarantee”), along with other guarantors.  The Exchange Notes and the guarantees are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee (the “Trustee”).

In rendering the opinions set forth in this letter, we have examined copies of only the following documents:

1.Articles of Incorporation of REM-Nevada, Inc. filed with the Nevada Secretary of State on August 5, 1997;

2.Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State on August 4, 2000 changing the name of the corporation from "REM-Nevada, Inc." to "REM Nevada, Inc.";

October 21, 2005
REM Nevada, Inc.
Page 2

3.             Certificate of corporate existence with respect to REM issued on October 18, 2005 by the Nevada Secretary of State;

4.the Bylaws of REM-Nevada, Inc.;

5.the Registration Statement;

6.the Indenture dated as of November 4, 2004 among Mentor, the Guarantors, the other named guarantors therein and US Bank National Association as Trustee;

7.the Registration Rights Agreement; and

8.Joint Written Consent In Lieu of A Special Meeting of the Board of Directors of Guarantor dated as of October 26, 2004 of (the “2004 Resolutions”).

In rendering the opinions set forth in this letter, we have assumed the legal capacity of all natural persons, the authenticity and genuineness of all signatures, the authenticity and completeness of all documents submitted to us, the conformity to the original documents of all documents submitted to us as copies, whether received by email, fax, U.S. mail or express delivery, and the authenticity of the original of such documents.  We assume the person executing the Indenture for the Guarantor was one of those officers of the Guarantor listed in the 2004 Resolutions as authorized to execute and deliver the Indenture.  We assume that said officer duly delivered the Indenture to the Trustee.  Except with respect to the Guarantor, we have assumed the due execution and delivery of all documents by any persons or entities where due execution and delivery by such persons or entities is a prerequisite to the effectiveness of such documents.

As to all questions of fact that are material to our opinions, we have assumed the factual accuracy of, and have relied upon the factual statements set forth in, the Registration Statement, the Indenture and the certificate from the Nevada Secretary of State, item 3 above. We have not independently verified or investigated, nor do we assume any responsibility for, the factual accuracy or completeness of such factual statements.

The members of this firm are admitted to the State Bar of Nevada and are duly qualified to practice law in that state. Our opinions are limited to the laws of the State of Nevada that are in effect on the date of this letter, that, in our professional judgment, are normally applicable to transactions of the type contemplated in the documents described herein. We express no opinion with regard to any matter which may be governed by the laws of any other jurisdiction. The only opinions rendered consist of the matters set forth in the opinion paragraphs 1 through 4 below and no opinions are implied or to be inferred beyond such matters.

Based upon and subject to the foregoing, it is our opinion that, under Nevada law:

1.The Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada.

October 21, 2005
REM Nevada, Inc.
Page 3

2.The Indenture has been duly authorized, executed and delivered by the Guarantor.

3.The execution and delivery of the Indenture by the Guarantor and the performance by the Guarantor of its obligations thereunder (including with respect to the Guarantee) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the articles of incorporation, bylaws or other organizational documents of the Guarantor or (ii) any statute or governmental rule or regulation of the State of Nevada or any political subdivision thereof.

4.No consent, waiver, approval, authorization or order of any State of Nevada court or governmental authority of the State of Nevada or any political subdivision thereof is required for the issuance by the Guarantor of the Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of Nevada be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

We hereby consent to the filing of this opinion with the commission as Exhibit 5.10 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.

Sincerely,
Woodburn and Wedge
By:	/s/ John P. Fowler
	John P. Fowler

JPF:bm

EX-5.11

Exhibit 5.11

[Letterhead of Giordano, Halleran & Ciesla A Professional Corporation]

October 21,  2005

REM New Jersey, Inc.

c/o National MENTOR Holdings, Inc.

313 Congress Street

6^th Floor

Boston, MA  02210

Re:Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to REM New Jersey, Inc., a New Jersey corporation (the “Guarantor”), in connection with the Guarantor’s proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantor (the “Guarantee”), along with other guarantors.  The Exchange Notes and the guarantees are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee.

REM New Jersey, Inc.
October 21, 2005
Page 2

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments (i) the articles of incorporation and by-laws of the Guarantor, (ii) a written consent of the board of directors of the Guarantor with respect to the issuance of the Guarantee, (iii) a Resolution of the Shareholders of the Guarantor evidencing the unanimous approval of those Shareholders of the execution and delivery of the Guarantee, (iv) the Registration Statement and (v) the Indenture.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantor. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantor and others.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies (iv) any law except the laws of the State of New Jersey and the New Jersey case law decided thereunder and (v) the “Blue Sky” laws and regulations of New Jersey.

Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:

1.The Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Jersey.

2.The Indenture has been duly authorized, executed and delivered by the Guarantor.  The Indenture is a valid and binding obligation of the Guarantor, and is enforceable against the Guarantor in accordance with its terms on the assumption that New Jersey law applies.

3.When (i) the Registration Statement has been declared effective; (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for the existing 9-5/8% Senior Subordinated Notes due 2012, the Guarantee of the Exchange Notes will be a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.

4.The execution and delivery of the Indenture by the Guarantor and the performance by the Guarantor of its obligations thereunder (including with respect to the Guarantee) do not and

REM New Jersey, Inc.
October 21, 2005
Page 3

will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the articles of incorporation, bylaws or other organizational documents of the Guarantor or (ii) any statute or governmental rule or regulation of the State of New Jersey or any political subdivision thereof.

5.No consent, waiver, approval, authorization or order of any State of New Jersey court or governmental authority of the State of New Jersey or any political subdivision thereof is required for the issuance by the Guarantor of the Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of New Jersey be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

We hereby consent to the filing of this opinion with the commission as Exhibit 5.11 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.

Sincerely,

/s/ Giordano, Halleran & Ciesla

EX-5.12

Exhibit 5.12

[Letterhead of Vogel Law Firm]

October 18, 2005

REM North Dakota, Inc.

c/o National Mentor, Inc.

313 Congress Street, 5^th Floor

Boston, Massachusetts  02210

Re:Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to REM North Dakota, Inc., a North Dakota corporation (the “Guarantor”), in connection with the Guarantor’s guarantee (the “Guarantee”) of the obligations of National MENTOR, Inc., a Delaware corporation, (the “Issuer”), along with the other guarantors, under the Indenture (as defined below), relating to $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012. “Exchange Notes” will be issued by the Issuer, in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The Exchange Notes are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments (i) the articles of incorporation and by-laws of the Guarantor, (ii) a written consent of the board of directors of the Guarantor dated October 26, 2004, with respect to the approval of the Indenture and the Guarantee, (iii) the Registration Statement and (iv) the Indenture.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor and the due authorization, execution and delivery of all

REM of North Dakota, Inc.

October 18, 2005

Page 2

documents by the parties thereto other than the Guarantor. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantor and others.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies (iv) any law except the laws of the State of North Dakota and the North Dakota case law decided thereunder and (v) the “Blue Sky” laws and regulations of North Dakota.

Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:

1.The Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of North Dakota.

2.The Indenture has been duly authorized, executed and delivered by the Guarantor.  The Indenture is a valid and binding obligation of the Guarantor.

3.The execution and delivery of the Indenture by the Guarantor and the performance by the Guarantor of its obligations thereunder do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the articles of incorporation, bylaws or other organizational documents of the Guarantor or (ii) any statute or governmental rule or regulation of the State of North Dakota or any political subdivision thereof.

4.No consent, waiver, approval, authorization or order of any State of North Dakota court or governmental authority of the State of North Dakota or any political subdivision thereof is required for the issuance by the Guarantor of the Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of North Dakota be changed by legislative action, judicial decision or otherwise.

REM of North Dakota, Inc.

October 18, 2005

Page 3

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

We hereby consent to the filing of this opinion with the commission as Exhibit 5.12 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.

Very truly yours

/s/ Steven E. Noack

Steven E. Noack

SEN/kb

EX-5.13

Exhibit 5.13

[Letterhead of Vorys, Sater, Seymour and Pease LLP]

October 21, 2005

Ohio Mentor, Inc.

REM Consulting of Ohio, Inc.

REM Ohio, Inc.

REM Ohio Waivered Services, Inc.

313 Congress Street, 5^th Floor

Boston, MA 02210

Re:Registration Statement on Form S-4 (Registration No. 333-     )

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to Ohio Mentor, Inc., an Ohio corporation, REM Consulting of Ohio, Inc., an Ohio corporation, REM Ohio, Inc., an Ohio corporation, and REM Ohio Waivered Services, Inc., an Ohio corporation (each, a “Guarantor,” and collectively, the “Guarantors”), in connection with the Guarantors’ proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, being called the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Note will be guaranteed by the Guarantors and other guarantors pursuant to a guarantee (the “Guarantee”).  The Exchange Notes and the Guarantee are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors set forth therein, and U.S. Bank National Association, as Trustee.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, all of which have been furnished to us by Guarantors: (i) the articles of incorporation and code of regulations for each Guarantor; (ii) a certificate of good standing issued by the Ohio Secretary of State, dated October 20, 2005, for each Guarantor; (iii) a written consent of the board of directors of each Guarantor with respect to the issuance of the Guarantee; and (iv) the Indenture.  The documents identified as items (i), (ii) 

October 21, 2005

Page 2

and (iii) above are collectively called the “Entity Documents.”  In addition, we have examined such authorities of law as we have deemed relevant as a basis for this opinion.

In reaching the conclusions expressed herein, we have assumed, with your consent and without independent investigation or examination:

(a)the genuineness of all signatures, 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, forms or drafts, and the authenticity of such originals of such latter documents;

(b)that Gregory Torres, Edward M. Murphy, John W. Gillespie and Juliette E. Fay are all of the members of the Board of Directors of each Guarantor;

(c)that the Indenture has been executed on behalf of each Guarantor by John W. Gillespie, as Vice President and Assistant Treasurer of such Guarantor; and

(d)the due authorization, execution and delivery of all relevant documents by the parties thereto other than the Guarantors.

We have relied solely upon the examinations and inquiries recited herein and we have not undertaken any other independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn.  Without limiting the generality of the foregoing, except for our review of the Entity Documents, we have made no examination of the character, organization, activities, power or authority of any of the Guarantors or of any of the other parties to the Indenture, the Exchange Notes or the Guarantee which might have any effect upon our opinions as expressed herein, and we have neither examined, nor do we opine upon, any provision or matter to the extent that the examination or opinion would require a financial, mathematical or accounting calculation or determination.

Whenever our opinion with respect to the existence or absence of facts is indicated to be based on our knowledge, we are referring to the knowledge of the particular attorneys in our firm who have represented the Guarantors in connection with this matter.

Based upon and subject to the foregoing and the further qualifications and limitations set forth below, we are of the opinion that:

1.Based solely on our review of the Entity Documents, each Guarantor is a corporation organized and existing in good standing under the laws of the State of Ohio.

2.Based solely on our review of the Entity Documents, the Indenture has been duly authorized, executed and delivered by the Guarantors.

October 21, 2005

Page 3

3.The execution and delivery of the Indenture by the Guarantors and the performance by the Guarantors of their obligations thereunder (including with respect to the Guarantee) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or passage of time or both would constitute a default under) (i) the Entity Documents or (ii) any statute or governmental rule or regulation of the State of Ohio of general applicability.

4.To our actual knowledge, no consent, waiver, approval, authorization or order of any court or governmental authority of the State of Ohio is required for the consummation by the Guarantors of the Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

This opinion is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity, (iii) public policy considerations which may limit the rights of parties to certain remedies, and (iv) the “Blue Sky” laws and regulations of the State of Ohio.

This opinion is limited to the laws of the State of Ohio having effect on the date hereof, and we express no opinion as to the laws of the United States of America or any other jurisdiction.  This opinion is limited to the specific issues addressed herein, and no opinion may be inferred beyond those expressly set forth herein.  We assume no obligation to revise or supplement this opinion should the present laws of the State of Ohio be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.13 to the Registration Statement.  We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement.  In giving this consent, we do not thereby 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.

Very truly yours,

/s/ Vorys, Sater, Seymour and Pease LLP

VORYS, SATER, SEYMOUR AND PEASE LLP

EX-5.14

Exhibit 5.14

[LETTERHEAD OF GUARANTOR’S LOCAL COUNSEL, CROWE & DUNLEVY]

October 21, 2005

REM Oklahoma Community Services, Inc.

c/o National MENTOR, Inc.

313 Congress Street

5th Floor

Boston, Massachusetts 02210

Re:Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel in the State of Oklahoma to REM Oklahoma Community Services, Inc., an Oklahoma corporation (the “Guarantor”), in connection with the Guarantor’s proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantor (the “Guarantee”), along with other guarantors.  The Exchange Notes and the Guarantee are to be issued pursuant to the Indenture, dated as of November 4, 2004 and the Supplemental Indenture, dated as of September 2, 2005 (collectively, the “Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee.

Documents Reviewed

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:

(a)Registration Statement;

(b)Indenture;

(c)Articles of Incorporation of the Guarantor;

(d)By-laws of the Guarantor;

(e)Written Consent of the Board of Directors of the Guarantor with respect to the issuance of the Guarantee;

REM Oklahoma Community Services, Inc.

October 21, 2005

Page 2

(f)Certificate of Good Standing with respect to the Guarantor issued by the Oklahoma Secretary of State on October 18, 2005; and

(g)Officers’ Certificate dated October 18, 2005.

Assumptions

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantor.

As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations set forth in the Officers’ Certificate.

Qualifications

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, receivership, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, including, without limitation, statutes or rules of law which limit the effect of waivers of rights, claims or defenses by a debtor or grantor and statutes or rules of law relating to deficiency judgments, (ii) general principles of equity, including, without limitation, requirements of good faith, fair dealing and reasonableness, concepts of materiality, unconscionable conduct of an enforcing party or impracticability or impossibility of performance, and the possible unavailability of specific performance, injunctive relief or other equitable remedies (regardless of whether enforcement is considered in a proceeding in equity or at law), and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

We are admitted to practice law only in the State of Oklahoma and this opinion is limited to the laws of the State of Oklahoma (statutory or otherwise), but not of any other jurisdiction other than the federal law of the United States.  Furthermore, we express no opinion with respect to the “Blue Sky” laws and regulations of the State of Oklahoma, or any local, county or municipal ordinances, rules or regulations.

Opinion

Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:

REM Oklahoma Community Services, Inc.

October 21, 2005

Page 3

1.The Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Oklahoma.

2.The Indenture has been duly authorized, executed and delivered by the Guarantor.  The Indenture is a valid and binding obligation of the Guarantor and is enforceable against the Guarantor in accordance with its terms.

3.When (i) the Registration Statement has been declared effective; (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for the existing 9-5/8% Senior Subordinated Notes due 2012, the Guarantee of the Exchange Notes will be a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.

4.The execution and delivery of the Indenture by the Guarantor and the performance by the Guarantor of its obligations thereunder (including with respect to the Guarantee) do not and will not conflict with or constitute or result in a breach of or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of (i) the articles of incorporation or bylaws of the Guarantor, or (ii) any statute or governmental rule or regulation of the State of Oklahoma or any agency thereof.

5.No consent, waiver, approval, authorization or order of any court or governmental authority of the State of Oklahoma or any agency thereof is required for the issuance by the Guarantor of the Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

Additional Qualifications

We assume no responsibility for and, express no opinion with respect to, the accuracy or completeness of the statements in the Registration Statement and the Indenture.

With respect to the opinion stated in Paragraph 4 and 5, we assume that Guarantor is not subject to any special rules or orders which are not generally applicable to parties participating in transactions of the type contemplated by the Registration Statement and the Indenture.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of Oklahoma be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

REM Oklahoma Community Services, Inc.

October 21, 2005

Page 4

We hereby consent to the filing of this opinion with the commission as Exhibit 5.14 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.

Sincerely,

/s/ Crowe & Dunlevy

CROWE & DUNLEVY

A Professional Corporation

EX-5.15

Exhibit 5.15

[Letterhead of Klehr, Harrison, Harvey, Branzburg & Ellers LLP]

October 21, 2005

REM Pennsylvania Community Services, Inc.

c/o National Mentor, Inc.

313 Congress Street, 5^th Floor

Boston, MA 02210

Re:Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special Pennsylvania counsel to REM Pennsylvania Community Services, Inc. a Pennsylvania corporation (“Guarantor”), in connection with the Guarantor’s proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantor (the “Guarantee”), along with other guarantors.  The Exchange Notes and the guarantees (including the Guarantee) are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors set forth therein (including the Guarantor) and U.S. Bank National Association, as Trustee.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the documents listed on Schedule A hereto.  We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Guarantor and such certificates of public officials, certificates of officers or other representatives of the Guarantor,

REM Pennsylvania Community Services, Inc.

October 21, 2005

Page 2

and such other documents, certificates and records as we have deemed reasonably necessary or appropriate as a basis for the opinions set forth herein.  In so acting, we have examined the Indenture and the Guarantee and originals or photostatic or certified copies of such agreements, records, communications, instruments, certificates of public officials, certificates of officers of the Guarantor, public records and such other documents as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the accuracy and completeness of all documents submitted to us, 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 latter documents.  In making our examination of documents executed by parties other than the Guarantor, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and also have assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.  As to any facts material to the opinions expressed herein, we have relied upon statements and representations of officers and other representatives of the Guarantor as set forth in the Officer’s Certificate attached hereto.

Whenever a statement herein is qualified by “to our knowledge” or words of similar import, it is intended to indicate that, during the course of our representation of the Guarantor, no information that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys of this firm who have devoted substantive attention to transactions described in the introductory paragraph of this opinion letter.  We emphasize that, as stated above, we have not, as to factual matters, undertaken any independent investigation or reviewed any materials other than the documents, certificates and other materials described above, nor have we made any independent investigation, examination or review with respect to factual matters, including, without limitation, review of governmental proceedings or court dockets, to support those assurances. As used herein, “actual knowledge” means conscious awareness of the existence or absence of such facts.

Our opinions, as set forth below, are limited to the laws of the Commonwealth of Pennsylvania, in each case as in effect on the date hereof and in all respects is subject to, and may be limited by, future legislation and case law.

Based upon the foregoing and subject to the qualifications herein, we are of the opinion that:

1.The Guarantor is duly incorporated, validly existing and subsisting under the laws of the Commonwealth of Pennsylvania.

2.The Indenture has been duly authorized, executed and delivered by the Guarantor.

3.The execution and delivery of the Indenture by the Guarantor and the performance by the Guarantor of its obligations thereunder (including with respect to the Guarantee) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or

REM Pennsylvania Community Services, Inc.

October 21, 2005

Page 3

violation of any of, (i) the articles of incorporation, bylaws or other organizational documents of the Guarantor or (ii) any statute or governmental rule or regulation of the Commonwealth of Pennsylvania or any political subdivision thereof that in our experience normally is applicable to transactions of the type contemplated by the Guarantee.

4.To our knowledge, no consent, waiver, approval, authorization or order of any Commonwealth of Pennsylvania court or governmental authority of the Commonwealth of Pennsylvania or any political subdivision thereof is required for the issuance by the Guarantor of the Guarantee pursuant to the terms of the Indenture, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

The foregoing opinions are subject to the following additional limitations and qualifications:

(i)With respect to the opinion set forth in paragraph 1 that Guarantor is validly existing and duly subsisting under the laws of the Commonwealth of Pennsylvania, we have with your permission relied solely upon our examination of an affidavit of Esquire Assist, Ltd. dated October 11, 2005.

(ii)With respect to the opinion set forth in paragraph 2 that each of the Transaction Documents has been duly authorized by the Guarantors, we have with your permission relied solely upon the Articles of Incorporation and Bylaws of Guarantor and a Joint Written Consent in lieu of a Special Meeting of the Board of Directors dated October 26, 2004, attached as Exhibit ”C” to an Assistant Secretary’s Certificate dated November 4, 2004 executed and delivered by the officers of the Guarantor.

(iii)With respect to the opinion set forth in paragraph 4, we have with your permission relied upon an Officer’s Certificate dated October 18, 2005 executed and delivered by the officers of the Guarantor.

(iv)We express no opinion as to the effect of any federal, state or local law relating to taxation, zoning, land use, the environment, antitrust, banking, securities (other than to the extent specifically stated herein), healthcare, welfare or medical reimbursements, telecommunications, patents, trademarks, or other intellectual property rights or the Employee Retirement Income Security Act of 1974, as amended.

(v)We express no opinion as to the enforceability of the Guarantee.

This opinion is given as of the date hereof and is limited to the facts, circumstances and matters set forth herein and to laws currently in effect.  No opinion may be inferred or is implied beyond matters expressly set forth herein, and we do not undertake and assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in law which may hereafter occur.  We have conducted no investigation into any other matter not the subject of the written opinions set forth above.

REM Pennsylvania Community Services, Inc.

October 21, 2005

Page 4

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

We hereby consent to the filing of this opinion with the commission as Exhibit 5.15 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.

Very truly yours,

/s/ Klehr, Harrison, Harvey, Branzburg & Ellers LLP

Klehr, Harrison, Harvey, Branzburg & Ellers LLP

Schedule A

1.Articles of Incorporation of REM Pennsylvania Community Services, Inc. as filed with the Department of State of the Commonwealth of Pennsylvania on June 4, 1998.

2.Statement of Change of Registered Office with the Department of State of the Commonwealth of Pennsylvania on August 22, 2000.

3.By-Laws of REM Pennsylvania Community Services, Inc., attached as Exhibit ”B” to an Assistant Secretary’s Certificate dated November 4, 2004

4.Joint Written Consent in Lieu of a Special Meeting of the Board of Directors dated October 26, 2004.

5.The Registration Statement.

6.The Indenture.

EX-5.16

Exhibit 5.16

[Letterhead of Parker Poe Adams & Bernstein LLP]

October 21, 2005

South Carolina Mentor, Inc.

c/o Denis M. Holler

National Mentor, Inc.

313 Congress Street

Boston, MA  02210

National Mentor Holding, Inc.

Form S-4 Registration Statement

Ladies and Gentlemen:

We have acted as special counsel in the State of South Carolina (the “State”) to South Carolina Mentor, Inc. (the “Guarantor”), a corporation organized and existing under the laws of the State, in connection with the Guarantor’s proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc. (the “Issuer”), a Delaware corporation, in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Notes will be guaranteed (the “Guarantee”) by the Guarantor, along with other guarantors.  The Exchange Notes and the Guarantees are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee.

For purposes of rendering this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Registration Statement and the Indenture. In addition, we have reviewed the following documents related to the incorporation and standing of the SC Guarantor:

(i)October 25, 2004 Certified Copy of Articles of Incorporation, originally filed on August 10, 1984 (the “Articles”);

(ii)Bylaws dated September 12, 1984 (the “Bylaws” and, together with the Articles, the “Organizational Documents”);

(iii)Certificate of Existence dated October 14, 2005 a copy of which is attached hereto as Exhibit A; and

(iv)Written Consent in lieu of a Special Meeting of the Board of Directors dated October 26, 2004 (the “Consent”), a copy of which is attached hereto as Exhibit B.

South Carolina Mentor, Inc.

October 21, 2005

Page 2

We also have made such investigation of the laws of the State as we have deemed necessary or appropriate to enable us to render the opinion set forth below.

We have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantor. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantor and others.

We also have assumed, with your express permission and without independent verification or investigation, each of the following:

(a)The members of the Board of Directors of the Guarantor are duly elected and the Consent has properly designated an “Authorized Officer” of the Board to act on behalf of the Guarantor in connection with the Registration Statement and Indenture;

(b)All documents submitted to us as originals are authentic, andall documents submitted to us as copies conform to the original documents, which themselves are authentic; and

(c)All factual matters contained in the Registration Statement and Indenture, including the warranties and representations set forth therein, are true and correct in all material respects or are not inconsistent with the factual assumptions set forth herein.

Except as specified herein and with respect to all opinions qualified as “to the best of our knowledge” we have not made any independent inquiry or investigation, nor, except with respect to the Registration Statement, the Indenture and the Guarantor’s Organizational Documents, have we reviewed any agreements, instruments, writs, orders, judgments, rules or other regulations or decrees which may have been executed by or which may now be binding upon the Guarantor, or which may affect the Registration Statement or the Indenture.  The phrase “to the best of our knowledge” means the conscious awareness by lawyers in the primary lawyer group of factual matters such lawyers recognize as being relevant to the opinion or confirmation so qualified.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies (iv) any law except the laws of the State and (v) the “Blue Sky” laws and regulations of the State.

Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:

South Carolina Mentor, Inc.

October 21, 2005

Page 3

1.Based solely on the Certificate of Existence from the Secretary of State of South Carolina, the Guarantor is a corporation validly existing and in good standing under the laws of the State.

2.The Guarantor has the corporate power and authority to enter into, and perform its obligations under, the Indenture and, based solely upon our review of the Consent, the Indenture has been duly authorized, executed and delivered by the Guarantor. The Indenture is a valid and binding obligation of the Guarantor and is enforceable against the Guarantor in accordance with its terms.

3.When (i) the Registration Statement has been declared effective; (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for the existing 9-5/8% Senior Subordinated Notes due 2012, the Guarantee of the Exchange Notes will be a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.

4.The execution and delivery of the Indenture by the Guarantor and the performance by the Guarantor of its obligations thereunder (including with respect to the Guarantee) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the Organizational Documents of the Guarantor or (ii) to the best of our knowledge, any statute or governmental rule or regulation of the State or any political subdivision thereof.

5.No consent, waiver, approval, authorization or order of any State court or governmental authority of the State or, to the best of our knowledge, any political subdivision thereof is required for the issuance by the Guarantor of the Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State be changed by legislative action, judicial decision or otherwise.

We are admitted to practice in the State and we express no opinion as to matters under or involving the laws of any jurisdiction other than the State.  This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

South Carolina Mentor, Inc.

October 21, 2005

Page 4

We hereby consent to the filing of this opinion with the commission as Exhibit 5.16 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.

Yours very truly,

/s/ Parker Poe Adams & Bernstein L.L.P.

PARKER POE ADAMS & BERNSTEIN L.L.P.

Exhibit A

[Certificate of Existence]

Exhibit B

[Written Consent in Lieu of a Special Meeting of the Board of Directors]

EX-5.17

Exhibit 5.17

[Letterhead of Parr Waddoups Brown Gee & Loveless A Professional Corporation]

October 20, 2005

REM Utah, Inc.

c/o National MENTOR, Inc.

313 Congress Street, 5^th Floor

Boston, Massachusetts 02210

Re:Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to REM Utah, Inc., a Utah corporation (the “Guarantor”), in connection with the Guarantor’s proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantor pursuant to the Indenture (as defined below) (the “Guarantee”), along with other guarantors.  The Exchange Notes and the guarantees are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee.

In connection with this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments (i) the articles of incorporation and by-laws of the Guarantor, (ii) a written consent of the board of directors of the Guarantor with respect to the issuance of the Guarantee, (iii) the Registration Statement, (iv) the Indenture, and (v) Certificate of Existence for Guarantor issued by the Utah Department of Commerce, Division of Corporations and Commercial Code dated September 29, 2005.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the legal capacity of all individuals executing documents, the valid existence and authority of such persons signing on behalf of the parties thereto other than the Guarantor and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantor and the enforceability of all documents against all parties other than Guarantor.  As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantor and others.

REM Utah, Inc.

October 20, 2005

Page 2

Our opinions expressed below are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies (iv) any law except the laws of the State of Utah and the Utah case law decided thereunder and (v) the “Blue Sky” laws and regulations of Utah.

Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:

1.The Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Utah.

2.The Indenture has been duly authorized, executed and delivered by the Guarantor.  The Indenture is a valid and binding obligation of the Guarantor and is enforceable against the Guarantor in accordance with its terms.

3.When (i) the Registration Statement has been declared effective; (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for the existing 9-5/8% Senior Subordinated Notes due 2012, the Guarantee of the Exchange Notes will be a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.

4.Assuming the qualification under the Trust Indenture Act, the execution and delivery of the Indenture by the Guarantor and the performance by the Guarantor of its obligations thereunder (including with respect to the Guarantee) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the articles of incorporation, bylaws or other organizational documents of the Guarantor or (ii) any statute or governmental rule or regulation of the State of Utah or any political subdivision thereof.

5.No consent, waiver, approval, authorization or order of any State of Utah court or governmental authority of the State of Utah or any political subdivision thereof is required for the issuance by the Guarantor of the Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

The opinions set forth above are subject to the following limitations and qualifications:

A.In rendering the opinions expressed above, we have relied on, and assumed without investigation, the accuracy of the factual representations of Guarantor set forth in the Indenture and the organizational documents of Guarantor, the officer’s certificate delivered by Guarantor in connection with this opinion, and compliance by the parties to the Indenture with their respective covenants set forth therein.

B.For purposes of the opinions set forth in paragraphs 4 and 5 above, we render the opinions as to those laws, rules, and regulations of the State of Utah which, in our experience, are normally applicable to transactions of the type contemplated by the Indenture.

REM Utah, Inc.

October 20, 2005

Page 3

C.Members of this firm are admitted to the bar of the State of Utah, and we do not express any opinion as to the laws of any jurisdiction except the laws of the State of Utah.

D.We have also assumed that (i) all terms and conditions of, or relating to the transactions contemplated by the Indenture are completely embodied in the Indenture and there is no oral or written agreement, understanding, course of dealing or usage of trade that affects the rights and obligations of the parties set forth in the Indenture, or that would have an effect on the opinions expressed herein; (ii) the Guarantor has not taken, nor will in the future take any discretionary action (including a decision not to act) permitted under the Indenture that would result in a violation of law or constitute a breach or default under any other agreement or court order; (iii) the Guarantor will obtain all permits and governmental approvals required in the future, and take all actions similarly required, relevant to the subsequent performance of the Indenture; and (iv) there has not been any fraud, duress, mutual mistake of fact or undue influence and all parties will comply with any requirement of good faith, fair dealing, and conscionability.

E.Other than as specifically described herein, we have not examined the records of the Guarantor or any court or any public, quasi-public, private or other office in any jurisdiction, or the files of our firm, and our opinions are subject to matters that an examination of such records would reveal.

F.With respect to the opinions set forth in paragraphs 3 and 4 above, we express no opinion as to any statute, rule, or regulation of any governmental body to which Guarantor may be subject solely as a result of the involvement of the parties to the Indenture, except for the Guarantor, in the transactions contemplated by the Indenture or solely because of the legal or regulatory status of the parties to the Indenture, except for the Guarantor, or because of any facts pertaining to such parties.

G.This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of Utah be changed by legislative action, judicial decision or otherwise.

H.For the purposes of our opinion in paragraph 1 above, we have relied exclusively uponaCertificate of Existence, dated September 29, 2005, issued by the Utah Department of Commerce, Division of Corporations and Commercial Code in respect of the Guarantor.

I.We express no opinion regarding the applicability or effect of any requirements for compliance with Federal or State of Utah antitrust laws, securities laws, environmental laws, ERISA laws, banking or lending laws, insurance laws, health and medical laws, safety laws, building laws, land use and zoning laws, and subdivision laws and the rules and regulations pertaining thereto.

J.The opinions set forth above with respect to enforceability may be limited by applicable Utah laws or judicial decisions, including, without limitation: (a) the unenforceability of any provision constituting a restraint on alienation under Utah law; (b) the power of the United States and other governmental authorities to take actions injurious to any person under the principles of sovereign immunity; (c) the unenforceability of election of remedies provisions; (d) any and all constitutional requirements, including, but not limited to, those of notice and due process; and (e) principles of and defenses arising under the law of guaranty and suretyship.

REM Utah, Inc.

October 20, 2005

Page 4

K.Without limiting the generality of any other limitations and qualifications contained herein, we express no opinion as to the enforceability of provisions relating to: (a) waivers by Borrower or Guarantor of rights that, under Utah law, cannot be waived, whether prospectively or at any time, by a borrower or guarantor; (b) subrogation or indemnity rights; (c) delay or omission of enforcement of rights or remedies; (d) election of remedies; or (e) powers of attorney given by a borrower or guarantor to the extent such powers of attorney would deprive Guarantor of protection generally afforded a borrower or guarantor under applicable Utah law.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

We hereby consent to the filing of this opinion with the commission as Exhibit 5.17 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.

Sincerely,

/s/ Parr Waddoups Brown Gee & Loveless

Parr Waddoups Brown Gee & Loveless, PC

EX-5.18

Exhibit 5.18

[Letterhead of Robinson & McElwee PLLC]

October 21, 2005

REM Community Options, Inc.

REM West Virginia, Inc.

313 Congress Street, 5^th Floor

Boston, Massachusetts 02210

Re:Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to REM Community Options, Inc. and REM West Virginia, Inc., West Virginia corporations (collectively referred to as the “Guarantor”), in connection with the Guarantor’s proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantor (the “Guarantee”), along with other guarantors.  The Exchange Notes and the guarantees are to be issued pursuant to the Indenture, dated as of November 4, 2004 (as may be amended or supplemented from time to time, the “Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments (i) the articles of incorporation and by-laws of the Guarantor, (ii) a written consent of the board of directors of the Guarantor with respect to the issuance of the Guarantee, (iii) the Assistant Secretary’s Certificate of Guarantor (iv) the Registration Statement and (v) the Indenture (the “Transaction Documents”).

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as

REM Community Options, Inc.

REM West Virginia, Inc.

October 21, 2005

Page 2

copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantor. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantor and others.  Additionally we have with your consent, assumed and relied upon the following:

(a)the accuracy and completeness of all facts set forth in all certificates and other statements, documents, records, financial statements and papers reviewed by us, and the accuracy and completeness of all factual representations, warranties, schedules and exhibits contained in the Transaction Documents, with respect to the factual matters set forth therein;

(b)all parties to the documents reviewed by us (other than the Guarantor) are duly organized, validly existing and in good standing under the laws of all jurisdictions where they are conducting their businesses or otherwise required to be so qualified, and have full power and authority to execute, deliver and perform under such documents and all such documents have been duly authorized, executed and delivered by such parties;

(c)we assume without independent inquiry or investigation, that legal consideration both exists and is adequate to support the enforceability of the Transaction Documents; and

(d)the trustee will exercise its rights and remedies under the Transaction Documents and applicable law in good faith, with fair dealing and in a commercially reasonable manner and the Trustee is not aware of any inaccuracies in the representations or warranties made by any party in the Transaction Documents.

 Whenever our opinion with respect to the existence or absence of facts is indicated to be based on our knowledge or awareness, we are referring to the knowledge of the particular attorneys who have represented the Guarantor during the course of our representation of the Guarantor in connection with the Transaction Documents.  Except as expressly set forth herein, we have not undertaken any independent investigation, examination or inquiry to determine the existence or absence of any facts (and have not caused the review of any court file or indices) and no inference as to our knowledge concerning any facts should be drawn as a result of the limited representation undertaken by us.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies (iv) any law except the laws of the State of West Virginia and the West Virginia case law decided thereunder and (v) the “Blue Sky” laws and regulations of West Virginia.

REM Community Options, Inc.

REM West Virginia, Inc.

October 21, 2005

Page 3

Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:

1.The Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of West Virginia.

2.The Indenture has been duly authorized, executed and delivered by the Guarantor.  The Indenture is a valid and binding obligation of the Guarantor and is enforceable against the Guarantor in accordance with its terms.

3.When (i) the Registration Statement has been declared effective; (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for the existing 9-5/8% Senior Subordinated Notes due 2012, the Guarantee of the Exchange Notes will be a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.

4.The execution and delivery of the Indenture by the Guarantor and the performance by the Guarantor of its obligations thereunder (including with respect to the Guarantee) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the articles of incorporation, bylaws or other organizational documents of the Guarantor or (ii) any statute or governmental rule or regulation of the State of West Virginia or any political subdivision thereof.

5.No consent, waiver, approval, authorization or order of any State of West Virginia court or governmental authority of the State of West Virginia or any political subdivision thereof is required for the issuance by the Guarantor of the Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

The opinions that are expressed herein are further subject to the following exceptions, limitations, assumptions and qualifications.

A.We express no opinion (i) with respect to any governmental rule or regulation relating to securities matters or any “blue sky” law, (ii) with respect to any governmental law, rule or regulation relating to tax matters, environmental matters or the ownership, construction, operation or maintenance of any property or (iii) with respect to whether the provisions of any of the Transaction Documents will be enforceable by a decree of specific performance.

B.This Opinion Letter is provided to you as a legal opinion only and not as a guaranty or warranty of the matters discussed in it.

REM Community Options, Inc.

REM West Virginia, Inc.

October 21, 2005

Page 4

C.We express no opinion regarding any matter involving the licensing and/or regulation of any nursing home, hospice, residential care community or other health care provider as the same are defined in West Virginia Code Section 16-1-1 et seq.

D.We express no opinion as to any of the following: (a) the adequacy of the consideration for the Guarantee, Indenture and/or Exchange Notes Agreement; (b) the accuracy or completeness of any financial, accounting or statistical information furnished by the Guarantor to any third party; (c) the financial status of the Guarantor; (c) Guarantor’s ability to perform its obligations under the Transaction Documents other than as specifically opined herein; and (d) the accuracy or completeness of any representations made by the Guarantor other than as specifically opined herein.

E.Certain laws and decisions applicable in the State of West Virginia may limit, render unenforceable or otherwise affect the enforceability of, certain rights, remedies, waivers and other provisions contained in the Transaction Documents. Such laws and decisions do not affect the validity, of the Transaction Documents taken as a whole, and the Transaction Documents, taken together with applicable law, contains adequate provisions for enforcing the obligations of the borrower thereunder and for the practical realization of the material benefits conveyed by the Transaction Documents.   We further advise you that a West Virginia Court may not strictly enforce certain provisions of the Transaction Documents or allow acceleration of the maturity of the indebtedness if it concludes that such enforcement or acceleration would be unreasonable under the then existing circumstances.

F.Without limiting the generality of Paragraph E of the exceptions portion of this letter, we express no opinion as to the validity or enforceability of any provision in any Transaction Document, (1) modifying or waiving any requirement of commercial reasonableness or prior notice or the right of redemption arising under any law, (2) waiving any rights afforded to any party thereto under any constitutional provision, (3) waiving the rights afforded to any party under any statute, or by which any party thereto waives any rights afforded to such party by applicable law, except to the extent such waiver expressly is permitted by statute, (4) imposing penalties, forfeitures, increased rates or late payment charges upon delinquency in payment or the occurrence of an event of default; (5) requiring the payment of interest on interest; (6) waiving any right to jury trial; or (7) waiving any right with respect to consent to jurisdiction or venue.

G.We express no opinion as to the enforceability of any rights to indemnification or contribution provided in the Transaction Documents which may be deemed violative of public policy or any rights of setoff or similar rights provided in the Transaction Documents.

H.We express no opinion as to the enforceability of any provision that would purport to permit any party to confess judgment against Guarantor.

REM Community Options, Inc.

REM West Virginia, Inc.

October 21, 2005

Page 5

I.We express no opinion as to the validity or enforceability of any covenant of the Transaction Documents that is not set forth in full in such Transaction Document but which is incorporated by reference to another document.

J.We have made no investigation and express no opinion as to the applicability to the Transaction Documents or to the transaction contemplated thereby of provisions of the Federal Bankruptcy Code relating to fraudulent conveyances or fraudulent transfers.

K.Our opinions are subject to Section 522 of the United States Bankruptcy Code.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of West Virginia be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

We hereby consent to the filing of this opinion with the commission as Exhibit 5.18 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.

Sincerely,
Robinson & McElwee PLLC
By:	/s/ Douglas C. McElwee
Its:	Member

EX-5.19

EXHIBIT 5.19

[Letterhead of Michael Best & Friedrich LLP]

October 21, 2005

REM Health of Wisconsin, Inc.	REM Health of Wisconsin II, Inc.
c/o National MENTOR, Inc.	c/o National MENTOR, Inc.
313 Congress Street, 5th Floor	313 Congress Street, 5th Floor
Boston, Massachusetts 02210	Boston, Massachusetts 02210
REM Wisconsin, Inc.	REM Wisconsin II, Inc.
c/o National MENTOR, Inc.	c/o National MENTOR, Inc.
313 Congress Street, 5th Floor	313 Congress Street, 5th Floor
Boston, Massachusetts 02210	Boston, Massachusetts 02210
REM Wisconsin III, Inc.
c/o National MENTOR, Inc.
313 Congress Street, 5th Floor
Boston, Massachusetts 02210

Re:Registration Statement on Form S-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel to REM Health of Wisconsin, Inc., a Wisconsin corporation (“Guarantor A”), REM Health of Wisconsin II, Inc., a Wisconsin corporation (“Guarantor B”), REM Wisconsin, Inc., a Wisconsin corporation (“Guarantor C”), REM Wisconsin II, Inc., a Wisconsin corporation (“Guarantor D”), and REM Wisconsin III, Inc., a Wisconsin corporation (“Guarantor E”) (Guarantor A, Guarantor B, Guarantor C, Guarantor D and Guarantor E are hereinafter collectively referred to as “Wisconsin Guarantors” and each as a “Wisconsin Guarantor”), in connection with the Wisconsin Guarantors’ proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $150,000,000 in aggregate principal amount of 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”).  The Exchange Notes are to be issued by National MENTOR, Inc., a Delaware corporation (the “Issuer”), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about October 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”).  The obligations of the Issuer under the Exchange Notes will be guaranteed by the Wisconsin Guarantors (the “Guarantee”), along with other guarantors.  The Exchange Notes and the guarantees are to be issued pursuant to the Indenture, dated as of November 4, 2004 (the

Michael Best & Friedrich LLP

REM Health of Wisconsin, Inc.

REM Health of Wisconsin II, Inc.

REM Wisconsin, Inc.

REM Wisconsin II, Inc.

REM Wisconsin III, Inc.

October 21, 2005

Page 2

“Indenture”), among the Issuer, the guarantors set forth therein and U.S. Bank National Association, as Trustee.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments (i) the articles of incorporation and by-laws of each Wisconsin Guarantor, (ii) a written consent of the board of directors of each Wisconsin Guarantor with respect to its issuance of the Guarantee, (iii) the Registration Statement and (iv) the Indenture.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor, the due authorization of all documents by the parties thereto other than the Guarantor, and the execution and delivery of all documents by the parties thereto. We have also assumed that there is no oral or written agreement, understanding, course of dealing, or usage of trade that affects the rights and obligations of the parties set forth in the Indenture or that would have an effect on the opinions expressed herein. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Wisconsin Guarantors and others.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies (iv) any law except the laws of the State of Wisconsin and the Wisconsin case law decided thereunder and (v) the “Blue Sky” laws and regulations of the State of Wisconsin.

Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:

1.Based solely on certificates of status, each dated October 13, 2005 (collectively, the “Certificates of Status”), issued by the Deputy Administrator, Division of Corporate & Consumer Services, of the Wisconsin Department of Financial Institutions, with respect to the Wisconsin Guarantors, each Wisconsin Guarantor is a business corporation validly

Michael Best & Friedrich LLP

REM Health of Wisconsin, Inc.

REM Health of Wisconsin II, Inc.

REM Wisconsin, Inc.

REM Wisconsin II, Inc.

REM Wisconsin III, Inc.

October 21, 2005

Page 3

existing under the laws of the State of Wisconsin, each has filed its most recent required annual report, and neither has filed articles of dissolution, with the Wisconsin Department of Financial Institutions.

2.The Indenture has been duly authorized, executed and delivered by each Wisconsin Guarantor.  The Indenture is a valid and binding obligation of each Wisconsin Guarantor and is enforceable against each Wisconsin Guarantor in accordance with its terms.

3.When (i) the Registration Statement has been declared effective; (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for the existing 9-5/8% Senior Subordinated Notes due 2012, the Guarantee of the Exchange Notes will be a valid and binding obligation of each Wisconsin Guarantor, enforceable against each Wisconsin Guarantor in accordance with its terms.

4.The execution and delivery of the Indenture by each Wisconsin Guarantor and the performance by each Wisconsin Guarantor of its obligations thereunder (including with respect to the Guarantee) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the articles of incorporation or bylaws of any Wisconsin Guarantor or (ii) any statute or governmental rule or regulation of the State of Wisconsin which is known by us to be applicable to any Wisconsin Guarantor.

5.No consent, waiver, approval, authorization or order of any State of Wisconsin court or governmental authority of the State of Wisconsin is required for the issuance by any Wisconsin Guarantor of the Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of Wisconsin be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof.

Michael Best & Friedrich LLP

REM Health of Wisconsin, Inc.

REM Health of Wisconsin II, Inc.

REM Wisconsin, Inc.

REM Wisconsin II, Inc.

REM Wisconsin III, Inc.

October 21, 2005

Page 4

We hereby consent to the filing of this opinion with the commission as Exhibit 5.19 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby 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.

Very truly yours,

/s/ Michael Best & Friedrich LLP

EX-8.1

Exhibit 8.1

[KIRKLAND & ELLIS LLP LETTERHEAD]

October 21, 2005

National MENTOR, Inc.

and the Guarantors set forth on Exhibit A

313 Congress Street, 6^th Floor

Boston, Massachusetts 02210

Re:Registration Statement on Form S-4 (Registration No. 333-                    )

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special legal counsel to National MENTOR, Inc., a Delaware corporation (the “Issuer”), and the guarantors set forth on Exhibit A hereto (the “Guarantors” and, collectively with the Issuer, the “Registrants”).  This opinion letter is being delivered in connection with the proposed registration by the Issuer of $150,000,000 in aggregate principal amount of the Issuer’s 9-5/8% Senior Subordinated Notes due 2012, Series B (the “Exchange Notes”) pursuant to a Registration Statement on Form S-4 (Registration No. 333-                   ) as filed with the Securities and Exchange Commission (the “Commission”) on the date hereof, under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”).

You have requested our opinion as to certain United States federal income tax consequences of participating in the exchange offer for Exchange Notes described in the Registration Statement.  Our opinion, under the law in effect on the date hereof, is set forth in the statements made in the Registration Statement under the caption “Certain U.S. Federal Income Tax Consequences — United States Holders — Exchange Offer.”

The opinion set forth therein is based on the applicable provisions of the Internal Revenue Code of 1986, as amended; the Treasury Regulations promulgated or proposed thereunder; current positions of the Internal Revenue Service (the “IRS”) contained in published revenue rulings, revenue procedures and announcements; existing judicial decisions; and other applicable authorities, all of which are subject to change, possibly with retroactive effect.

Unlike a ruling from the IRS, opinions of counsel are not binding on the IRS. Hence, no assurance can be given that the opinion stated in the Registration Statement will not be successfully challenged by the IRS or rejected by a court. We express no opinion concerning any

KIRKLAND & ELLIS LLP

National MENTOR, Inc.

October 21, 2005

Page 2

Federal income tax matter other than those discussed in the Registration Statement under the caption “Certain U.S. Federal Income Tax Consequences — United States Holders — Exchange Offer.” Federal income tax matter other than those discussed in the Registration Statement under the caption “Certain U.S. Federal Income Tax Consequences — United States Holders — Exchange Offer.”

We hereby consent to the filing of this opinion with the Commission as Exhibit 8.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement.  In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Sincerely,

/s/ Kirkland & Ellis LLP

Kirkland & Ellis LLP

Exhibit A

Guarantors

1.NATIONAL MENTOR HOLDINGS, INC. (Delaware corporation)

2.NATIONAL MENTOR, LLC (Delaware limited liability company)

3.NATIONAL MENTOR SERVICES, LLC (Delaware limited liability company)

4.FAMILY ADVOCACY SERVICES, LLC (Delaware limited liability company)

5.NATIONAL MENTOR SERVICES, INC. (Delaware corporation)

6.MENTOR MANAGEMENT, INC. (Delaware corporation)

7.NATIONAL MENTOR HEALTHCARE, LLC (Delaware limited liability company)

8.CAROLINA BEHAVIORAL SERVICES, LLC (Delaware limited liability company)

9.CENTER FOR COMPREHENSIVE SERVICES, INC. (Illinois corporation)

10.ILLINOIS MENTOR, INC. (Illinois corporation)

11.REHABILITATION ACHIEVEMENT CENTER, INC. (Illinois corporation)

12.MASSACHUSETTS MENTOR, INC. (Massachusetts corporation)

13.CORNERSTONE LIVING SKILLS, INC. (California corporation)

14.LOYD’S LIBERTY HOMES, INC. (California corporation)

15.UNLIMITED QUEST, INC. (California corporation)

16.FIRST STEP INDEPENDENT LIVING PROGRAM, INC. (California corporation)

17.HORRIGAN COLE ENTERPRISES, INC. (California corporation)

18.OHIO MENTOR, INC. (Ohio corporation)

19.SOUTH CAROLINA MENTOR, INC. (South Carolina corporation)

20.MENTOR MARYLAND, INC. (Maryland corporation)

21.REM, INC. (Minnesota corporation)

22.REM ARIZONA, INC. (Arizona corporation)

23.REM ARIZONA REHABILITATION, INC. (Arizona corporation)

24.REM ARROWHEAD, INC. (Minnesota corporation)

25.REM ATLANTIC, INC. (Iowa corporation)

26.REM CENTRAL LAKES, INC. (Minnesota corporation)

27.REM COLORADO, INC. (Colorado corporation)

28.REM COMMUNITY OPTIONS, INC. (West Virginia corporation)

29.REM COMMUNITY PAYROLL SERVICES, LLC (Minnesota limited liability company)

30.REM CONNECTICUT COMMUNITY SERVICES, INC. (Connecticut corporation)

31.REM CONSULTING & SERVICES, INC. (Minnesota corporation)

32.REM CONSULTING OF OHIO, INC. (Ohio corporation)

33.REM COUNCIL BLUFFS, INC. (Minnesota corporation)

34.REM DEVELOPMENTAL SERVICES, INC. (Iowa corporation)

35.REM HEALTH, INC. (Minnesota corporation

36.REM HEALTH OF IOWA, INC. (Iowa corporation)

37.REM HEALTH OF NEBRASKA, LLC (Delaware limited liability company)

38.REM HEALTH OF WISCONSIN, INC. (Wisconsin corporation)

39.REM HEALTH OF WISCONSIN II, INC. (Wisconsin corporation)

40.REM HEARTLAND, INC. (Minnesota corporation)

41.REM HENNEPIN, INC. (Minnesota corporation)

42.REM HOME HEALTH, INC. (Minnesota corporation)

43.REM INDIANA, INC. (Indiana corporation)

44.REM INDIANA COMMUNITY SERVICES, INC. (Indiana corporation)

45.REM INDIANA COMMUNITY SERVICES II, INC.(Indiana corporation)

46.REM IOWA COMMUNITY SERVICES, INC. (Iowa corporation)

47.REM IOWA, INC. (Iowa corporation)

48.REM LEADWAY, INC. (Minnesota corporation)

49.REM MANAGEMENT, INC. (Minnesota corporation)

50.REM MARYLAND, INC. (Maryland corporation)

51.REM MINNESOTA COMMUNITY SERVICES, INC. (Minnesota corporation)

52.REM MINNESOTA, INC. (Minnesota corporation)

53.REM NEVADA, INC. (Nevada corporation)

54.REM NEW JERSEY, INC. (New Jersey corporation)

55.REM NORTH DAKOTA, INC. (North Dakota corporation)

56.REM NORTH STAR, INC. (Minnesota corporation)

57.REM OHIO, INC. (Ohio corporation)

58.REM OHIO WAIVERED SERVICES, INC. (Ohio corporation)

59.REM OKLAHOMA COMMUNITY SERVICES, INC. (Oklahoma corporation)

60.REM PENNSYLVANIA COMMUNITY SERVICES, INC. (Pennsylvania corporation)

61.REM RAMSEY, INC. (Minnesota corporation)

62.REM RIVER BLUFFS, INC. (Minnesota corporation)

63.REM SILS OF IOWA, INC. (Iowa corporation)

64.REM SOUTH CENTRAL SERVICES, INC. (Minnesota corporation)

65.REM SOUTHWEST SERVICES, INC. (Minnesota corporation)

66.REM UTAH, INC. (Utah corporation)

67.REM WEST VIRGINIA, INC. (West Virginia corporation)

68.REM WISCONSIN, INC. (Wisconsin corporation)

69.REM WISCONSIN II, INC. (Wisconsin corporation)

70.REM WISCONSIN III, INC. (Wisconsin corporation)

71.REM WOODVALE, INC. (Minnesota corporation)

EX-10.1

Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED

CREDIT AGREEMENT

among

NATIONAL MENTOR HOLDINGS, INC.,

NATIONAL MENTOR, INC.,

as Borrower,

The Several Lenders from Time to Time Parties Hereto,

DYMAS FUNDING COMPANY, LLC,

GENERAL ELECTRIC CAPITAL CORPORATION,

MERRILL LYNCH CAPITAL and

UBS SECURITIES LLC,

as Co-Documentation Agents,

BANK OF AMERICA, N.A.,

as Syndication Agent,

and

JPMORGAN CHASE BANK,

as Administrative Agent

Dated as of November 4, 2004

J.P. MORGAN SECURITIES INC.
and
BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

SECTION 1.	DEFINITIONS
1.1	Defined Terms
1.2	Other Definitional Provisions
SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS
2.1	Term Commitments
2.2	Procedure for Tranche B Term Loan Borrowing
2.3	Repayment of Tranche B Term Loans
2.4	Revolving Commitments
2.5	Procedure for Revolving Loan Borrowing
2.6	Swingline Commitment
2.7	Procedure for Swingline Borrowing; Refunding of Swingline Loans
2.8	Commitment Fees, etc.
2.9	Termination or Reduction of Revolving Commitments
2.10	Optional Prepayments
2.11	Mandatory Prepayments
2.12	Conversion and Continuation Options
2.13	Limitations on Eurodollar Tranches
2.14	Interest Rates and Payment Dates
2.15	Computation of Interest and Fees
2.16	Inability to Determine Interest Rate
2.17	Pro Rata Treatment and Payments
2.18	Requirements of Law
2.19	Taxes
2.20	Indemnity
2.21	Change of Lending Office
2.22	Replacement of Lenders
2.23	Limitation on Additional Amounts, etc
SECTION 3.	LETTERS OF CREDIT
3.1	L/C Commitment
3.2	Procedure for Issuance of Letter of Credit
3.3	Fees and Other Charges
3.4	L/C Participations
3.5	Reimbursement Obligation of the Borrower
3.6	Obligations Absolute
3.7	Letter of Credit Payments
3.8	Applications
SECTION 4.	REPRESENTATIONS AND WARRANTIES
4.1	Financial Condition
4.2	No Change
4.3	Existence; Compliance with Law

4.4	Power; Authorization; Enforceable Obligations
4.5	No Legal Bar
4.6	Litigation
4.7	No Default
4.8	Ownership of Property; Liens
4.9	Licenses, Intellectual Property
4.10	Taxes
4.11	Federal Regulations
4.12	Labor Matters
4.13	ERISA
4.14	Investment Company Act; Other Regulations
4.15	Subsidiaries
4.16	Use of Proceeds
4.17	Environmental Matters
4.18	Accuracy of Information, etc
4.19	Security Documents
4.20	Solvency
4.21	Senior Indebtedness
4.22	Regulation H
SECTION 5.	CONDITIONS PRECEDENT
5.1	Conditions to Initial Extension of Credit
5.2	Conditions to Each Extension of Credit
SECTION 6.	AFFIRMATIVE COVENANTS
6.1	Financial Statements
6.2	Certificates; Other Information
6.3	Payment of Obligations
6.4	Maintenance of Existence; Compliance
6.5	Maintenance of Property; Insurance
6.6	Inspection of Property; Books and Records; Discussions
6.7	Notices
6.8	Environmental Laws
6.9	Additional Collateral, etc
6.10	Foreign Subsidiaries
6.11	Mortgage Amendments, Etc
SECTION 7.	NEGATIVE COVENANTS
7.1	Financial Condition Covenants
7.2	Indebtedness
7.3	Liens
7.4	Fundamental Changes
7.5	Disposition of Property
7.6	Restricted Payments
7.7	Capital Expenditures
7.8	Investments
7.9	Optional Payments and Modifications of Certain Debt Instruments
7.10	Transactions with Affiliates

7.11	Sales and Leasebacks
7.12	Swap Agreements
7.13	Changes in Fiscal Periods
7.14	Negative Pledge Clauses
7.15	Clauses Restricting Subsidiary Distributions
7.16	Lines of Business
7.17	Insurance Subsidiary Investments
7.18	Insurance Subsidiary
SECTION 8.	EVENTS OF DEFAULT
SECTION 9.	THE AGENTS
9.1	Appointment
9.2	Delegation of Duties
9.3	Exculpatory Provisions
9.4	Reliance by Administrative Agent
9.5	Notice of Default
9.6	Non-Reliance on Agents and Other Lenders
9.7	Indemnification
9.8	Agent in Its Individual Capacity
9.9	Successor Administrative Agent
9.10	Co-Documentation Agents and Syndication Agent
SECTION 10.	MISCELLANEOUS
10.1	Amendments and Waivers
10.2	Notices
10.3	No Waiver; Cumulative Remedies
10.4	Survival of Representations and Warranties
10.5	Payment of Expenses and Taxes
10.6	Successors and Assigns; Participations and Assignments
10.7	Adjustments; Set-off
10.8	Counterparts
10.9	Severability
10.10	Integration
10.11	GOVERNING LAW
10.12	Submission To Jurisdiction; Waivers
10.13	Acknowledgements
10.14	Releases of Guarantees and Liens
10.15	Confidentiality
10.16	WAIVERS OF JURY TRIAL
10.17	USA PATRIOT Act
10.18	Certain Matters Relating to the Existing Credit Agreement
10.19	No Novation

SCHEDULES:
1.1A	Commitments
4.4	Consents, Authorizations, Filings and Notices
4.6	Litigation
4.7	No Default
4.8	Real Property
4.9	Licenses
4.15(a)	Organizational Structure
4.15(b)	Subsidiaries
4.19(a)	UCC Filing Jurisdictions
6.11	Existing Mortgage Collateral Properties
7.2(d)	Existing Indebtedness
7.3(f)	Existing Liens
7.8(g)	Existing Investments
EXHIBITS:
A-1	Form of Guarantee and Security Agreement
A-2	Form of Borrower Security Agreement
B	Form of Compliance Certificate
C	Form of Closing Certificate
D	RESERVED
E	Form of Assignment and Assumption
F	Form of Legal Opinion of Kirkland & Ellis LLP
G	Form of Reinvestment Notice
H	Form of Exemption Certificate
I	Form of Subordination Provisions
J	Form of Lender Addendum

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of November 4, 2004, among National MENTOR Holdings, Inc., a Delaware corporation (“Holdings”), National MENTOR, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), Dymas Funding Company, LLC, General Electric Capital Corporation, Merrill Lynch Capital and UBS Securities LLC, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), Bank of America, N.A., as syndication agent (in such capacity, the “Syndication Agent”), and JPMorgan Chase Bank, as administrative agent.

W I T N E S S E T H:

WHEREAS, Holdings, National MENTOR, LLC (“NMLLC”), certain of the Lenders and the Administrative Agent are parties to the Credit Agreement, dated as of May 1, 2003 (the “Existing Credit Agreement”);

WHEREAS, Holdings, the Borrower and NMLLC have requested that the Existing Credit Agreement be amended and restated to extend and restate the loans outstanding under the Existing Credit Agreement and to amend certain terms and conditions thereof;

WHEREAS, as a condition to the amendment and restatement of the Existing Credit Agreement, certain parties to the Existing Credit Agreement and certain of the Lenders entered into Assignment and Assumption Agreements dated as of the date hereof (the “Assignment Agreements”) pursuant to which certain lenders under the Existing Credit Agreement assigned all their loans and certain of their rights and obligations under the Existing Credit Agreement to certain Lenders.

WHEREAS, the Lenders are willing to amend and restate the Existing Credit Agreement subject to the terms and conditions hereafter set forth; and

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree that, upon the effectiveness of this Agreement, the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

SECTION 1.DEFINITIONS

1.1Defined Terms.  As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ABR”:  for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%.  For purposes hereof:  “Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank in connection with extensions of credit to debtors).  Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ABR Loans”:  Loans the rate of interest applicable to which is based upon the ABR.

“Acquired EBITDA”: (i) EBITDA attributable to each Permitted Acquisition consummated by the Borrower or any of its Subsidiaries plus (ii) the Pro Forma Cost Reductions, if any, applicable to each such Permitted Acquisition.

“Acquisition”:  any acquisition of all or substantially all of the assets or over 80% of the equity interests of any Person or division thereof.

“Adjustment Date”:  as defined in the Pricing Grid.

“Administrative Agent”:  JPMorgan Chase Bank, together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors.

“Affiliate”:  as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  For purposes of this definition, “control” of a Person means the power, directly or indirectly to direct or cause the direction of the management and policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“Agents”:  the collective reference to the Syndication Agent, the Co-Documentation Agents and the Administrative Agent.

“Aggregate Exposure”:  with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Tranche B Term Loans and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

“Aggregate Exposure Percentage”:  with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Agreement”:  as defined in the preamble hereto.

“Applicable Margin”:  for each Type of Loan, the rate per annum set forth under the relevant column heading below:

	ABR Loans		Eurodollar Loans
Revolving Loans and Swingline Loans	2.25	%	3.25	%
Tranche B Term Loans	2.25	%	3.25	%

; provided, that on and after the first Adjustment Date after the Closing Date, the Applicable Margin with respect to Revolving Loans, Swingline Loans and Tranche B Term Loans will be determined pursuant to the Pricing Grid.

“Application”:  an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit.

“Approved Fund”:  as defined in Section 10.6(b).

2

“Asset Sale”:  any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b), (c), (d), (g) or (h) of Section 7.5 or clause (b) of Section 7.8) other than any Home Sale or Sale Leaseback Transaction that yields gross proceeds to any Loan Party (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $2,000,000 in the aggregate in any fiscal year.

“Assignee”:  as defined in Section 10.6(b).

“Assignment Agreement”:  as defined in the recitals hereto.

“Assignment and Assumption”:  an Assignment and Assumption, substantially in the form of Exhibit E.

“Available Revolving Commitment”:  as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding.

“Bank of America”: Bank of America, N.A., in its individual capacity.

“Benefitted Lender”:  as defined in Section 10.7(a).

“Board”:  the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”:  as defined in the preamble hereto.

“Borrowing Date”:  any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Borrower Security Agreement”:  the Amended and Restated Borrower Security Agreement executed and delivered by the Borrower in favor of the Administrative Agent on behalf of the Lenders, substantially in the form of Exhibit A-2, as the same may be amended, supplemented or otherwise modified form time to time.

“Business”:  as defined in Section 4.17(b).

“Business Day”:  a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided, that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“Capital Expenditures”:  for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries during such period for the acquisition, rental, lease, purchase, construction, replacement, repair or use of any property, the value of which should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries (including, without limitation, the aggregate principal amount of Capital Lease Obligations incurred during such period).

“Capital Lease Obligations”:  as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal

3

property, or a combination thereof, to the extent such obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock”:  any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Cash Equivalents”:  (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor’s Ratings Services (“S&P”) or P-1 by Moody’s Investors Service, Inc. (“Moody’s”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest substantially in assets satisfying the requirements of clauses (a) through (f) of this definition; (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; or (i) other short-term investments utilized by Permitted Foreign Subsidiaries in accordance with the normal investment practices for cash management in investments of a type analogous to the foregoing.

“Cash Management Obligations”:  any obligations owed by Holdings, the Borrower or any of its Subsidiaries to any Lender or any Affiliate of a Lender in respect of any overdraft and other liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds and designated by Holdings or Borrower as being secured under the Security Documents.

“Change of Control”:  (i) prior to an Initial Public Offering, for any reason (a) MDP Holder and its Affiliates shall fail to have the right to appoint a majority of the board of directors of Holdings and thereby control the management of Holdings, the Borrower and its Subsidiaries; (b) (i) the Borrower shall cease to own of record and beneficially 100% of the issued and outstanding voting power of all Capital Stock of National Mentor, LLC on a fully diluted basis, or (ii) National Mentor, LLC shall cease to own of record and beneficially, directly or indirectly through one or more other Subsidiaries, all of the issued and outstanding voting power of all Capital Stock of all of its Subsidiaries (including all Subsidiary Guarantors) on a fully diluted basis except as otherwise permitted to be disposed of or merged

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hereunder; (c) Holdings shall cease to own, directly or indirectly, 100% of the outstanding voting power of all Capital Stock of the Borrower on a fully diluted basis; or (d) MDP Holder and its Affiliates shall cease to own and control of record and beneficially, directly, on a fully diluted basis, at least 51% of the issued and outstanding voting power of all Capital Stock of Holdings; and (ii) after any Initial Public Offering, (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than MDP Holder is or becomes the beneficial owner, directly or indirectly, of more than 40% of the total voting power of all Capital Stock of Holdings; or (b) the event in subclause (i)(c) of this definition shall occur.

“Closing Costs”: non recurring out-of-pocket costs, fees and expenses, including attorneys’ fees, investment banking fees and certain fees (i) due under the Fee Letters or (ii) paid by any of the Loan Parties in connection with this Agreement or the Senior Subordinated Notes Indenture at any time during the period beginning on the Closing Date and ending 90 days thereafter.

“Closing Date”:  the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied (or waived by the Agents and the Lenders in accordance herewith), which date is November 4, 2004.

“Co-Documentation Agents”:  as defined in the preamble hereto.

“Code”:  the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”:  all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Commitment”:  as to any Lender, the sum of the Tranche B Term Commitment and the Revolving Commitment of such Lender.

“Commitment Fee Rate”: ½ of 1% per annum; provided, that on and after the first Adjustment Date after the Closing Date, the Commitment Fee Rate will be determined pursuant to the Pricing Grid.

“Commonly Controlled Entity”:  an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group of entities that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“Compliance Certificate”:  a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

“Conduit Lender”:  any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.18, 2.19, 2.20 or 10.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

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“Confidential Information Memorandum”:  the Confidential Information Memorandum dated October 2004 and furnished to certain Lenders.

“Consolidated Current Assets”:  at any date, all amounts (other than cash and Cash Equivalents, deferred income taxes and debts due from Affiliates) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings and its Subsidiaries at such date.

“Consolidated Current Liabilities”:  at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings and its Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt (including accrued but unpaid interest) of Holdings and its Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Loans or Swingline Loans to the extent otherwise included therein.

“Consolidated EBITDA”:  for any period, Consolidated Net Income for such period plus, without duplication, the sum of (a) income (and franchise taxes in the nature of income taxes) and foreign withholding tax expense for such period and any state single business unitary or similar tax, (b) Consolidated Interest Expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring non-cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business) (f) Closing Costs for such period, (g) Management Fees paid in cash or accrued during such period to the extent permitted to be paid hereunder, (h) Acquired EBITDA for such period, (i) proceeds of business interruption insurance received during such period, (j) expenses incurred to the extent covered by indemnification or refunding provisions in any Permitted Acquisition document, any document pertaining to any acquisition consummated prior to the Closing Date, or any insurance to the extent reimbursed (or reasonably expected to be reimbursed within 120 days of the incurrence thereof), (k) non cash losses from asset sales for such period (other than non-cash losses from Home Sales and other than from sales of inventory sold in the ordinary course of business), (l) Ordinary Course Real Property Gains, (m) non cash expenses incurred in connection with the issuance of stock options, warrants or other Permitted Capital Stock by Holdings to employees of Holdings and its Subsidiaries and (n) any Transaction Bonuses; provided that with respect to clauses (a) through (n) (other than clauses (h), (i) and (l)), such amounts shall be added to Consolidated Net Income pursuant to this definition only to the extent such amounts are deducted in determining Consolidated Net Income, and minus, (a) to the extent included in the statement of such Consolidated Net Income for such period, the sum of (i) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business), (ii) income tax credits (to the extent not netted from income tax expense) and (iii) any other non-cash income and (b) any cash payments made during such period in respect of expenses or losses described in clause (e) above incurred or taken since the date hereof, which cash payments are made subsequent to the fiscal quarter in which the relevant expenses or losses were reflected as a charge in the statement of Consolidated Net Income, but only to the extent that such cash payments do not exceed such expenses or losses, all as determined on a consolidated basis. In addition, Consolidated EBITDA shall be calculated without giving effect to (w) any gains or losses (other than as expressly provided in clauses (k) and (l) above) from sales of assets other than from sales of inventory sold in the ordinary course of business, (x) purchase accounting adjustments required or permitted by Accounting Principles Board Opinion Nos. 16 (including non-cash write ups and non cash charges relating to inventory and fixed assets, in each case arising in connection with any Permitted

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Acquisition) and 17 (including non cash charges relating to intangibles and goodwill arising in connection with any Permitted Acquisition), (y) any gain or loss recognized in determining Consolidated Net Income for such period in respect of post-retirement benefits as a result of the application of FASB 106 and (z) any gain or loss recognized in determining Consolidated Net Income for such period resulting from the payment of earnout obligations.

“Consolidated Interest Coverage Ratio”:  for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

“Consolidated Interest Expense”:  for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of Holdings and its Subsidiaries for such period with respect to all outstanding Indebtedness of Holdings and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP).

“Consolidated Leverage Ratio”:  as at the end of any fiscal quarter, the ratio of (a) Consolidated Total Debt of Holdings and its Subsidiaries on such day (excluding Subordinated PIK Debt permitted hereunder and excluding the Magellan Note, to the extent funds have been escrowed by Holdings for the payment thereof) to (b) Consolidated EBITDA for the most recently completed four fiscal quarters of Holdings and its Subsidiaries.

“Consolidated Net Income”:  for any period, the consolidated net income (or loss) of Holdings and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of Holdings) in which Holdings or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Holdings or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

“Consolidated Total Debt”:  at any date, the aggregate principal amount of all Indebtedness of Holdings and its Subsidiaries at such date, determined on a consolidated basis, required to be reflected on a consolidated balance sheet of Holdings in accordance with GAAP.

“Consolidated Working Capital”:  at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

“Contractual Obligation”:  as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Default”:  any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Disposition”:  with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof.  The terms “Dispose” and “Disposed of” shall have correlative meanings.

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“Dollars” and “$”:  dollars in lawful currency of the United States.

“Domestic Subsidiary”:  any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States.

“Earnout Obligations”:  those payment obligations of Holdings and its Subsidiaries to former owners of businesses which were acquired by Holdings or one of its Subsidiaries pursuant to an acquisition which are in the nature of deferred purchase price to the extent such payment obligations are required to be set forth on a balance sheet prepared in accordance with GAAP.

“ECF Percentage”:  50%; provided, that, with respect to each fiscal year of the Borrower ending on or after September 30, 2005, the ECF Percentage shall be reduced to 25% if the Consolidated Leverage Ratio as of the last day of such fiscal year is less than 3.50:1.00 but greater than or equal to 2.50:1.00 on the last day thereof (after giving pro forma effect to the making of any prepayment); provided further that the ECF Percentage shall be reduced to 0% if the Consolidated Leverage Ratio as of the last day of such fiscal year is less than 2.50:1.00 (after giving pro forma effect to the making of any prepayment).

“Environmental Laws”:  any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect.

“ERISA”:  the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Eurocurrency Reserve Requirements”:  for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“Eurodollar Base Rate”:  with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period.  In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the “Eurodollar Base Rate” shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein.

“Eurodollar Loans”:  Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

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“Eurodollar Rate”:  with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

Eurodollar Base Rate

1.00 - Eurocurrency Reserve Requirements

“Eurodollar Tranche”:  the collective reference to Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“Event of Default”:  any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excess Cash Flow”:  as to any Person for any period (a) Consolidated EBITDA for such period, plus (b) if there was a net decrease in Consolidated Working Capital during such period, the amount of such net decrease, minus (c) Consolidated Interest Expense and payments and prepayments of the principal of any Indebtedness during such period (other than Indebtedness that is repaid with the proceeds of any issuance of Capital Stock or other Indebtedness incurred by any Loan Party), but only to the extent that any such prepaid amounts cannot by their terms be reborrowed or redrawn and do not occur in connection with a refinancing of all or any portion of such Indebtedness for such period, minus (e) Capital Expenditures (other than Capital Expenditures financed with Indebtedness permitted hereunder and other Excluded Capital Expenditures), the cash portion of Permitted Acquisitions and other Investments permitted hereunder (other than Permitted Acquisitions and Investments financed with Indebtedness or issuances of Capital Stock permitted hereunder), for such period or, in the case of Permitted Acquisitions, payable within 30 days of the end of such period (provided that amounts so deducted shall not be deducted in any subsequent period), minus (f) cash taxes paid or payable for such Person and its Subsidiaries for such period, minus (g) Closing Costs for such period, minus (h) Management Fees paid or payable in cash during such period to the extent permitted to be paid hereunder, minus (i) expenses incurred to the extent covered by the indemnification or refunding provisions in any document pertaining to an acquisition consummated prior to the Closing Date, any Permitted Acquisition document or any insurance to the extent actually reimbursed (or reasonably expected to be reimbursed with 120 days of the incurrence thereof) or (if required by GAAP to be reflected on the income statement of Holdings and its Subsidiaries) to the extent of any actual setoff against the Magellan Seller Notes, minus (j) Acquired EBITDA for such period, minus (k) proceeds of business interruption insurance received during such period, minus (l) noncash losses from asset sales for such period (other than non cash losses from Home Sales), minus (m) all cash losses for such period from sales of assets other than from sales of inventory sold in the ordinary course of business, minus (n) Ordinary Course Real Property Gains for such period, minus (o) if there was a net increase in Consolidated Working Capital during such period the amount of such net increase and minus (p) any Transaction Bonuses paid in such period.

“Excess Cash Flow Application Date”:  as defined in Section 2.11(c).

“Excluded Capital Expenditures”:  all Capital Expenditures:

(i)made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with, or subsequently reimbursed out of, insurance proceeds,

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indemnity payments, condemnation awards (or payments in lieu of) or damage recovery proceeds relating to any such damage, loss, destruction or condemnation;

(ii)constituting reinvestment of proceeds (to the extent permitted herein) from Home Sales, Asset Sales, Sale Leaseback Transactionsand Recovery Events;

(iii)made by Holdings or any of its Subsidiaries as a tenant in leasehold improvements, to the extent reimbursed by the landlords; or

(iv)made with the proceeds of an issuance of Capital Stock (to the extent such proceeds are permitted to be retained by Holdings or any of its Subsidiaries pursuant to Section 2.11(d)).

“Existing Credit Agreement”:  as defined in the recitals hereto.

“Existing Letters of Credit”:  as defined in Section 3.1(c).

“Existing Mortgage Collateral Properties”: as defined in Section 6.11.

“Existing Property Sale Leaseback Transaction”:  as defined in Section 7.11.

“Facility”:  each of (a) the Tranche B Term Commitments and the Tranche B Term Loans made thereunder (the “Tranche B Term Facility”) and (b) the Revolving Commitments and the extensions of credit made thereunder (the “Revolving Facility”).

“Federal Funds Effective Rate”:  for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by JPMorgan Chase Bank from three federal funds brokers of recognized standing selected by it.

“Fee Letters”: the fee letter dated October 1, 2004 among the Borrower, Holdings and the Agents, as amended by the Amendment dated October 13, 2004, and the fee letter dated October 1, 2004 among Borrower, Holdings and the Administrative Agent.

“Fee Payment Date”:  (a) the third Business Day following the last day of each March, June, September and December and (b) the last day of the Revolving Commitment Period.

“Foreign Subsidiary”:  any Subsidiary of the Borrower that is not a Domestic Subsidiary.

“Funded Debt”:  as to any Person, all Indebtedness of such Person that matures more than one year from the date of its creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Borrower, Indebtedness in respect of the Loans.

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“Funding Office”:  the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

“GAAP”:  generally accepted accounting principles in the United States as in effect from time to time, except that for purposes of Section 7.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 4.1(b).  In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower, the Required Lenders and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made.  Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred.  “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

“Governmental Authority”:  any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Group Members”:  the collective reference to Holdings, the Borrower and their respective Subsidiaries.

“Guarantee and Security Agreement”:  the Amended and Restated Guarantee and Security Agreement dated as of the date hereof among Holdings, and each Subsidiary Guarantor substantially in the form of Exhibit A-1.

“Guarantee Obligation”:  as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is

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made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guarantors”:  the collective reference to Holdings and the Subsidiary Guarantors.

“Holdings”:  as defined in the preamble hereto.

“Home Sale”:  any Disposition or series of Dispositions of real property of any Loan Party in the ordinary course of business in a transaction in which such real property is sold solely for its value as real estate and not as a going concern in excess of $1,000,000 in the aggregate in any fiscal year; provided that a Sale Lease Back Transaction shall not be considered a Home Sale.

“Indebtedness”:  of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables and accrued expenses incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even thoughthe rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) the principal portion of all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) the liquidation value of all mandatorily redeemable preferred Capital Stock issued to parties other than Holdings or its Subsidiaries of such Person, if the scheduled redemption date is prior to the scheduled maturity date of the Tranche B Term Loans, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, (j) all Earnout Obligations; and (k) for the purposes of Section 8(e) only, all obligations of such Person in respect of Swap Agreements; provided that (i) the amount of Indebtedness which is limited or non-recourse to such Person or for which recourse is limited to an identified asset shall be equal to the lesser of (1) the amount of such Indebtedness and (2) the fair market value of such asset as at the date of determination, (ii) amounts which are reserved by such Person for payment of insurance premiums due within twelve months of such date shall not constitute Indebtedness and (iii) Indebtedness shall not include obligations with respect to deferred compensation.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

“Initial Public Offering”: the initial public offering of the common stock of the Holdings.

“Insolvency”:  with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”:  pertaining to a condition of Insolvency.

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“Insurance Subsidiary”:  any Subsidiary of the Borrower engaged solely in the general liability, professional liability, health and benefits and workers compensation and such other insurance business as may be approved by the Administrative Agent in its reasonable discretion, for the underwriting of insurance policies for the Borrower and its Subsidiaries and the respective employees, officers or directors thereof.  Notwithstanding anything else herein to the contrary, no Insurance Subsidiary shall be required to become a Subsidiary Guarantor hereunder.

“Intellectual Property”:  the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Interest Payment Date”:  (a) as to any ABR Loan (other than any Swingline Loan), the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (d) as to any Loan (other than any Revolving Loan that is an ABR Loan and any Swingline Loan), the date of any repayment or prepayment made in respect thereof and (e) as to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period”:  as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six (or, if agreed to by all Lenders under the relevant Facility, nine or twelve) months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six (or, if agreed to by all Lenders under the relevant Facility, nine or twelve) months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 12:00 Noon, New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)the Borrower may not select an Interest Period under a particular Facility that would extend beyond the Revolving Termination Date or beyond the date final payment is due on the Tranche B Term Loans, as applicable;

(iii)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

(iv)the Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan.

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“Investments”:  as defined in Section 7.8.

“Issuing Lender”:  JPMorgan Chase Bank or any affiliate thereof, in its capacity as issuer of any Letter of Credit; provided that Fleet National Bank, shall be the Issuing Lender solely with respect to the Existing Letters of Credit.

“L/C Commitment”:  $40,000,000.

“L/C Obligations”:  at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

“L/C Participants”:  the collective reference to all the Revolving Lenders other than the Issuing Lender.

“Lender Addendum”:  an instrument, substantially in the form of Exhibit J, by which a Lender becomes a party to this Agreement as of the Closing Date.

“Lenders”:  as defined in the preamble hereto; provided, that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender and any Issuing Lender.

“Letters of Credit”:  as defined in Section 3.1(a).

“Lien”:  any mortgage, pledge, hypothecation, collateral assignment, security deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Loan”:  any loan made by any Lender pursuant to this Agreement.

“Loan Documents”:  this Agreement, the Security Documents, the Notes and any amendment, waiver, supplement or other modification to any of the foregoing.

“Loan Parties”:  each Group Member that is a party to a Loan Document.

“Magellan Note Documents”:  the Magellan Seller Notes and any other agreements of any Loan Party relating thereto.

“Magellan Purchase Agreement”:  the Stock Purchase Agreement among National MENTOR, LLC, Holdings and the Magellan Seller dated January 18, 2001, as amended, modified and supplemented from time to time as permitted hereunder or in the Loan Documents.

“Magellan Reserve”:  at any time of determination, the then outstanding principal amount plus accrued and unpaid interest on the Magellan Seller Notes.

“Magellan Seller”:  Magellan Public Network, Inc. and Magellan Health Services, Inc.

“Magellan Seller Notes”:  that certain subordinated indebtedness in the original principal amount of $10,000,000 issued by Holdings to the Magellan Seller.

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“Majority Facility Lenders”:  with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Tranche B Term Loans or the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility, prior to any termination of the Revolving Commitments, the holders of more than 50% of the Total Revolving Commitments).

“Managed Care Plans”:  all health maintenance organizations, preferred provider organizations, individual practice associations, competitive medical plans and similar arrangements.

“Management Fees”: as defined in Section 7.10.

“Material Adverse Effect”:  a material adverse effect on (a) the business, property, operations or condition (financial or otherwise) of the Borrower or, taken as a whole, Holdings, the Borrower and its Subsidiaries, (b) the ability of any Loan Party to perform its material obligations under the Loan Documents to which it is a party, or (c) the validity or enforceability of this Agreement, the Notes, Section 2 of the Guarantee and Security Agreement, or, taken as a whole, any of the other Loan Documents, or the rights or remedies of the Administrative Agent or the Lenders under this Agreement, the Note or, taken as whole, the other Loan Documents.

“Materials of Environmental Concern”:  any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“MDP Holder”:  Madison Dearborn Capital Partners III, L.P.

“Mortgage Amendments”:  each of the amendments to Mortgages in the form requested by the Administrative Agent, to be executed by the applicable Loan Party in order to continue for the benefit of the Administrative Agent, on behalf of the Lenders, the Liens created by the Mortgages delivered under the Existing Credit Agreement on the Existing Mortgage Collateral Properties.

“Mortgaged Properties”:  the real properties and leasehold interests, if any, of any Loan Party as to which the Administrative Agent for the benefit of the Lenders shall be granted a Lien pursuant to the Mortgages.

“Mortgages”:  all fee mortgages, leasehold mortgages, if any, assignments of leases, mortgage deeds, deeds of trust, deeds to secure debt, security agreements, and other similar instruments, executed or to be executed by any Loan Party (i) which provide the Administrative Agent, for the benefit of the Lenders, a Lien on or other interest in the Existing Mortgage Collateral Properties, and (ii) pursuant to Section 6.9(b), as amended, restated, modified, extended or supplemented from time to time.

“Multiemployer Plan”:  a Plan that is a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds”:  (a) in connection with any Asset Sale, Home Sale, Sale Leaseback Transaction or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness (including, without limitation, principal, interest, premium and penalties, if any) secured by a Lien expressly permitted hereunder on any asset that is the subject of such

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Asset Sale, Home Sale, Sale Leaseback Transaction or Recovery Event (other than any Lien pursuant to a Security Document) and other related fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and net of (i) any reasonable reserves established in connection therewith, (ii) reasonable holdbacks and (iii) reasonable indemnity obligations relating thereto, and (b) in connection with any issuance or sale of Capital Stock or any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other related fees and expenses actually incurred in connection therewith; provided, however, that for purposes of determination of Net Cash Proceeds under Section 2.11(d), any issuance or sale of (i) Capital Stock of Holdings issued on or before the Closing Date; (ii) Capital Stock of a Loan Party to any Person as consideration paid or otherwise issued in connection with a Permitted Acquisition; (iii) Capital Stock of a Loan Party issued to any director of the Loan Party required by applicable law in connection with such Person acting in such capacity; (iv) Capital Stock of a Loan Party issued to directors, management, employees and former employees of such Loan Party whether pursuant to stock options or otherwise; (v) Capital Stock issued by any Subsidiary of the Borrower to the Borrower or any other Loan Party; (vi) Capital Stock of a Loan Party issued to any shareholder of such Loan Party (and their respective Affiliates) who was a shareholder on the Closing Date; and (vii) Capital Stock issued in connection with any other transfers permitted under Section 7.4, shall not be included.

“Net Payment Amount”:  in connection with any Sale Leaseback Transaction, at any time of determination thereof, the remaining aggregate amount of lease rental payments required to be made by a Loan Party pursuant to the terms of the original lease agreements pursuant to such Sale Leaseback Transaction, as appropriately discounted.

“NMLLC”: as defined in the recitals hereto.

“Non-Excluded Taxes”:  as defined in Section 2.19(a).

“Non-Profit Entities”:  each of REM New Jersey Properties, Inc., a New Jersey corporation, and any entity duly acquired or formed and organized by Holdings or any Subsidiary as a not for profit entity under applicable state law in furtherance of the business needs of Holdings and its Subsidiaries.

“Non-U.S. Lender”:  as defined in Section 2.19(d).

“Notes”:  the collective reference to any promissory note evidencing Loans.

“Obligations”:  the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender (or, in the case of Specified Swap Agreements and Cash Management Obligations, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Swap Agreement, any agreement governing Cash Management Obligations or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the

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Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.

“Ordinary Course Real Property Gains”:  actual cash gains realized by the Borrower and its Subsidiaries from a Home Sale to any Person which is not an Affiliate of the Borrower or any of its Subsidiaries in an arm’s length transaction, in the aggregate not to exceed either (i) $1,500,000 for any period of four consecutive fiscal quarters or (ii) $500,000 for any single fiscal quarter; provided, however, it being understood that for purposes of calculating Consolidated EBITDA, any gains in excess of $500,000 in any single fiscal quarter may be carried forward into subsequent fiscal quarters and included in Consolidated EBITDA in such subsequent periods.

“Other Taxes”:  any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant”:  as defined in Section 10.6(c).

“PBGC”:  the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Permitted Acquisition”:  an Acquisition by the Borrower or a Subsidiary Guarantor, subject to the fulfillment of the following conditions:

(i)the Borrower shall have obtained the prior written approval of the Administrative Agent and the Required Lenders if (i) such Acquisition involves a Total Purchase Price of $50,000,000  or more in the aggregate, or (ii) the aggregate Total Purchase Price of all Acquisitions consummated since the Closing Date, after giving effect to such Acquisitions, would equal or exceed $80,000,000; provided that such prior written consent of the Administrative Agent and the Required Lenders shall not be required if the Consolidated Leverage Ratio at the end of the fiscal quarter most recently ended is less than 2.5 to 1.0 (after giving pro forma effect to such Acquisition).

(ii)Target EBITDA of the Target for its most recently ended four fiscal quarters shall exceed $1.00;

(iii)(A) no later than 15 days (or such shorter period as may be reasonably practicable, if approved by the Administrative Agent) prior to the consummation of any such Acquisition involving a Total Purchase Price of $10,000,000 or more in the aggregate or, if earlier, 10 Business Days after the execution and delivery of the related Purchase Agreement, the Borrower shall have delivered to the Administrative Agent, copies of (or a summary of) such Purchase Agreement, copies of the Target’s financial statements supplied to the Borrower, pro forma covenant compliance calculations, and, to the extent provided to the board of directors of Borrower, projections and due diligence summaries and, if requested by the Administrative Agent, material agreements or instruments to be executed at the closing thereunder (to the extent available), (B)  promptly following a request therefor, the Borrower shall have delivered to the Administrative Agent copies of such other information or documents relating to such acquisition as the Administrative Agent shall have reasonably requested, and (C) if requested by the Administrative Agent, promptly following the consummation of such Acquisition, the Borrower shall have delivered to the Administrative Agent copies of the agreements, instruments and documents referred to above to the extent the same has been executed and delivered at the closing under such Purchase Agreement;

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(iv)no Loan Party shall, in connection with any such Acquisition, assume or remain liable with respect to any Indebtedness of the related seller, except (A) to the extent permitted under Section 7.2 or (B) unsecured obligations of such seller incurred in the ordinary course of business and necessary or desirable to the continued operation of the underlying properties; and any other such liabilities or obligations not permitted to be assumed or otherwise supported hereunder shall be paid in full or released as to the assets being so acquired on or before the consummation of such Acquisition;

(v)all other assets and properties acquired in connection with any such Acquisition shall be free and clear of any Liens other than as permitted under Section 7.3;

(vi)the Loan Parties shall have complied as applicable with all of the provisions in Section 6.9, including the execution and delivery of such additional Security Documents and other agreements, instruments, certificates, opinions and other papers as the Administrative Agent may reasonably require;

(vii)the Acquisition must not be of a hostile nature, the Target’s business must be primarily operated in the United States and the Target must be engaged primarily in a business related to the businesses of the Borrower and its Subsidiaries existing on the date of such Acquisition (to the extent permitted hereunder);

(viii)no Event of Default shall have occurred and be continuing or reasonably be expected to result from such Acquisition;

(ix)without limiting the generality of the foregoing, after giving effect to such Acquisition, the Borrower shall be in compliance with the provisions of Section 7.1, calculated on a pro forma basis as of the end of and for the quarter most recently ended prior to the date of such Acquisition and, unless such Acquisition involves a Total Purchase Price of $10,000,000 or less, at least 10 Business Days prior to the closing of such Acquisition, the Borrower shall provide to the Administrative Agent a certificate signed by a Responsible Officer demonstrating such compliance in reasonable detail; and

(x)after giving effect to such Acquisition, the Available Revolving Commitment plus the amount of unrestricted cash and Cash Equivalents then owned by Borrower and its Subsidiaries shall not be less than $25,000,000.

“Permitted Capital Stock”:  (a) common stock of Holdings and (b) any preferred stock of Holdings (or any equity security of Holdings that is convertible into or exchangeable for any preferred stock of Holdings), so long as the terms of any such preferred stock or equity security of Holdings (i) do not provide any collateral security, (ii) do not provide any guaranty or other support by the Borrower or any Subsidiaries of the Borrower, (iii) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision occurring before the eighth anniversary of the Closing Date (other than as a result of a change of control or similar event), (iv) do not require the cash payment of dividends or interest, (v) do not contain any financial maintenance covenants, and (vii) to the extent any such preferred stock or equity security does not otherwise comply with clauses (b)(i) through (iv) hereof, such preferred stock or equity security is otherwise reasonably satisfactory to Administrative Agent.

“Permitted Disposition”:  shall mean (i) any sale or discount of past due isolated accounts receivable in the ordinary course of business; (ii) (x) any lease as lessor (under a short term lease) or license as licensor of isolated parcels of real property or isolated items of personal property (including Intellectual Property) in the ordinary course of business and (y) any grant of options to purchase, lease or acquire isolated parcels of real property or isolated items of personal property (including Intellectual Property) in the ordinary course of business; and (iii) any sale or exchange of isolated specific items of

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equipment, so long as the purpose of each sale or exchange is to acquire (and results within 180 days of such sale or exchange in the acquisition of) replacement items of equipment which are, in the reasonable business judgment of the Borrower and its Subsidiaries, the functional equivalent of the item of equipment so sold or exchanged and provided Administrative Agent has at all times after such acquisition a perfected Lien in the replacement property with the same priority or better than the equipment being sold or exchanged.

“Permitted Foreign Subsidiaries”:  any Foreign Subsidiary which is organized under the laws of Canada or, in the case of any Insurance Subsidiary, is organized under the laws of any jurisdiction other than the United States.

“Person”:  an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Plan”:  at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pricing Grid”:  the tables set forth below.

Pricing Grid for Revolving Loans, Swingline Loans and the Commitment Fee Rate:

Consolidated Leverage Ratio	Applicable Margin for Eurodollar Loans		Applicable Margin for ABR Loans		Commitment Fee Rate
>3.50 to 1.00	3.25	%	2.25	%	0.500	%
£ 3.50 to 1.00 and ³ 3.25 to 1.00	3.00	%	2.00	%	0.500	%
< 3.25 to 1.00 and ³ 3.00 to 1.00	2.75	%	1.75	%	0.500	%
< 3.00 to 1.00	2.50	%	1.50	%	0.375	%

Pricing Grid for Tranche B Term Loans:

Consolidated Leverage Ratio	Applicable Margin for Eurodollar Loans		Applicable Margin for ABR Loans
> 3.50 to 1.00	3.25	%	2.25	%
£ 3.50 to 1.00	3.00	%	2.00	%

For the purposes of the Pricing Grid, changes in the Applicable Margin resulting from changes in the Consolidated Leverage Ratio shall become effective on the date (the “Adjustment Date”) that is three Business Days after the date on which financial statements are delivered to the Lenders pursuant to Section 6.1 and shall remain in effect until the next change to be effected pursuant to this

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paragraph.  If any financial statements referred to above are not delivered within the time periods specified in Section 6.1, then, until the date that is three Business Days after the date on which such financial statements are delivered, the highest rate set forth in each column of the Pricing Grid shall apply.  In addition, at all times while an Event of Default shall have occurred and be continuing, the highest rate set forth in each column of the Pricing Grid shall apply.  Each determination of the Consolidated Leverage Ratio pursuant to the Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 7.1.

“Pro Forma Balance Sheet”:  as defined in Section 4.1(a).

“Pro Forma Cost Reductions”:  to the extent reasonably acceptable to the Administrative Agent and, so long as it is a Lender, Bank of America, as Syndication Agent, and realizable within 90 days after the applicable Acquisition, cost savings reasonably expected to result from operational efficiencies expected to be created by employee terminations, facilities consolidations and closings, standardization of employee benefits and compensation policies, consolidation of property, casualty and other insurance coverage and policies, reductions in taxes other than income taxes and other cost savings reasonably expected to be realized for such period from all acquisitions of an acquired entity or business.

“Projections”:  as defined in Section 6.2(c).

“Properties”:  as defined in Section 4.17(a).

“Purchase Agreement”:  any of the asset and/or equity purchase agreements relating to a Permitted Acquisition between the Borrower or any Subsidiary Guarantor and the seller of such assets and/or equity.

“Recovery Event”:  any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Loan Party, in excess of $1,000,000 in the aggregate in any fiscal year.

“Refunded Swingline Loans”:  as defined in Section 2.7.

“Register”:  as defined in Section 10.6(b).

“Regulation U”:  Regulation U of the Board as in effect from time to time.

“Reimbursement Obligation”:  the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

“Reinvestment Deferred Amount”:  with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member in connection therewith that are not applied to prepay the Tranche B Term Loans or reduce the Revolving Commitments pursuant to Section 2.11(b) as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event”:  any Home Sale, Asset Sale, Existing Property Sale Leaseback Transaction or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

“Reinvestment Notice”:  a written notice executed by a Responsible Officer (a) stating that (i) no Event of Default has occurred and is continuing, (ii) after giving effect to such notice no more than $5,000,000in the aggregate of Net Cash Proceeds subject to Section 2.11(b) have become the subject of any such notice in the then current fiscal year, and (iii) the Borrower (directly or indirectly

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through a Subsidiary Guarantor intends and expects to use all or a specified portion of the Net Cash Proceeds of a Home Sale, Asset Sale, Existing Property Sale Leaseback Transaction or Recovery Event to acquire or repair assets useful in its business or in connection with a Permitted Acquisition; and (b) directing the Administrative Agent to apply the Reinvestment Deferred Amount with respect to such Asset Sale, Home Sale, Existing Property Sale Leaseback Transaction or Recovery Event to the Revolving Loans then outstanding, if any.

“Reinvestment Prepayment Amount”:  with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire or repair assets to be used in the Borrower’s or any Subsidiary Guarantor’s business.

“Reinvestment Prepayment Date”:  with respect to any Reinvestment Event, the earlier of (a) the date occurring six months after such Reinvestment Event and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire or repair assets to be used and useful in the Borrower’s or any Subsidiary Guarantor’s business with all or any portion of the relevant Reinvestment Deferred Amount.

“Reorganization”:  with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Reportable Event”:  any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived by applicable regulations under Section 4043 of ERISA.

“Required Lenders”:  at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments then in effect and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the Tranche B Term Loans then outstanding and (ii) the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.

“Requirement of Law”:  as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer”:  the chief executive officer, president, vice president, chief financial officer, treasurer or the senior vice president of finance of Holdings or the Borrower, but in any event, with respect to financial matters, the chief financial officer, treasurer or senior vice president of finance of Holdings or the Borrower.

“Restricted Payments”:  as defined in Section 7.6.

“Revolving Commitment”:  as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.  The original amount of the Total Revolving Commitments is $80,000,000.

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“Revolving Commitment Period”:  the period from and including the Closing Date to the Revolving Termination Date.

“Revolving Extensions of Credit”:  as to any Revolving Lender at any time, an amount equal to the sum without duplication of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding and (c) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“Revolving Facility”:  as defined in the definition of “Facility”.

“Revolving Lender”:  each Lender that has a Revolving Commitment or that holds Revolving Loans.

“Revolving Loans”:  as defined in Section 2.4(a).

“Revolving Percentage”:  as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding, provided, that, in the event that the Revolving Loans are paid in full prior to the reduction to zero of the Total Revolving Extensions of Credit, the Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall be held by the Revolving Lenders on a comparable basis.

“Revolving Termination Date”:  November 4, 2010.

“Sale Leaseback Transaction”:  as defined in Section 7.11.

“SEC”:  the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Security Documents”:  the collective reference to the Guarantee and Security Agreement, the Borrower Security Agreement, the Mortgages and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“Senior Subordinated Note Indenture”:  the Indenture entered into by the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Subordinated Notes, together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith.

“Senior Subordinated Notes”:  the subordinated notes of the Borrower issued on the Closing Date pursuant to the Senior Subordinated Note Indenture.

“Single Employer Plan”:  any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“Solvent”:  when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “fair value” of the assets of such Person will, as of such date, exceed

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the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the probable liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature.  The amount of contingent liabilities at any time shall be computed as the amount that can reasonably be expected to become an actual or matured liability.  For purposes of this definition, (i) ”debt” means liability on a “claim”, and (ii) ”claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“Specified Change of Control”:  a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Subordinated Note Indenture.

“Specified Swap Agreement”:  any Swap Agreement entered into by the Borrower and any Lender or affiliate thereof in respect of interest rates. 

“Subordinated PIK Debt”:  any subordinated Indebtedness or redeemable preferred stock of Holdings incurred after the Closing Date (including any subordinated debt which extends, renews, replaces or is in exchange for existing subordinated debt of Holdings) to the extent permitted hereunder; provided that (i) such Indebtedness or redeemable preferred stock has no scheduled principal payments prior to the date that is twelve months after the scheduled maturity date of the Tranche B Term Loans and the interest on such Indebtedness or the dividends payable in respect of such redeemable preferred stock is not required to be paid in cash prior to such date, (ii) any such Indebtedness is subject to subordination provisions substantially to the effect of Exhibit I or otherwise in form reasonably satisfactory to the Administrative Agent and (iii) any such Indebtedness is on other terms and conditions reasonably satisfactory to the Administrative Agent.

“Subsidiary”:  as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.  Notwithstanding anything else herein to the contrary, the definition of Subsidiary shall not include Non-Profit Entities.

“Subsidiary Guarantor”:  each direct or indirect Subsidiary of the Borrower other than any Permitted Foreign Subsidiary, Non Profit Entity or Insurance Subsidiary.

“Swap Agreement”:  any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments

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only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of its Subsidiaries shall be a “Swap Agreement”.

“Swingline Commitment”:  the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed $10,000,000.

“Swingline Lender”:  JPMorgan Chase Bank, in its capacity as the lender of Swingline Loans.

“Swingline Loans”:  as defined in Section 2.6.

“Swingline Participation Amount”:  as defined in Section 2.7.

“Syndication Agent”:  as defined in the preamble hereto.

“Target”:  any Person or any division of a Person, all or at least 80% of the outstanding Capital Stock or all or substantially all of the assets of which, are proposed to be acquired by the Borrower or any of the Subsidiary Guarantors in connection with a Permitted Acquisition.

“Target EBITDA”:  for any period, as to a Target, net income for such period plus, without duplication and to the extent reflected as a charge in the statement of such net income for such period, the sum of (a) income (and franchise taxes in the nature of income taxes) and foreign withholding tax expense for such period and any state single business unitary or similar tax, (b) interest expense, (c) depreciation and amortization expense, all calculated in accordance with generally accepted accounting principles consistently applied, subject to normalized adjustments reasonably acceptable to the Administrative Agent, and (d) Pro Forma Cost Reductions, if any, applicable to such Target as a result of the Permitted Acquisition in question.

“Third Party Payor Programs”:  all third party payor programs in which the Borrower and its Subsidiaries currently or in the future may participate, including, without limitation, Medicare, Medicaid, Blue Cross and/or Blue Shield, Managed Care Plans, other private insurance programs and employee assistance programs.

“Total Purchase Price”:  the “purchase price” for any Acquisition including, without limitation, but without duplication, (a) except as provided in clauses (b) and (f)(1) below all cash payable by any Loan Party to the seller or Affiliate of the seller at the closing of the Acquisition; (b) all Indebtedness (other than any Subordinated PIK Debt issued to MDP Holder or any of its Affiliates and other than up to $10,000,000 Subordinated PIK Debt issued to any other Person, in each case to the extent permitted by Section 7.2(n), including, without duplication, the Net Cash Proceeds of any issuance of any such Subordinated PIK Debt)incurred by any Loan Party in favor of any seller or Affiliate of any seller; (c) all Indebtedness related to the Target that is assumed by any Loan Party, or subject to which the acquired assets are acquired, or (in the case of Capital Stock purchase or merger) that remain unpaid at the closing of the Acquisition; (d) amounts payable under noncompetition agreements; (e) amounts payable under consulting or other similar agreements entered into in connection with the Acquisition, the payment and amount of which are not conditioned on the performance of reasonable services; and (f) the maximum amount of all contingent future payments or other consideration reasonably expected to be due or owing during the period covered by the projections delivered in connection with any such Acquisition and not otherwise described in this definition, including without limitation (1) any Capital Stock and warrants, options and other rights to acquire Capital Stock, valued in accordance with the fair market value of such securities (but excluding any Capital Stock of any Loan Party and warrants or options to

24

acquire the same which have no right to any cash distribution or other Restricted Payment in cash prior to the payment in full of all Obligations and, without duplication, the net cash proceeds of the issuance of any such Capital Stock or warrants or options which would constitute Net Cash Proceeds but for clause (b)(ii) of the definition thereof, in an aggregate amount up to $30,000,000 less the principal amount of any outstanding Subordinated PIK Debt described in clause (b) above (without giving effect to any interest thereon paid in kind or through accretion or capitalization)) and (2) ”earn-out” payments and amounts payable upon disposition of the acquired business (unless the Required Lenders shall otherwise agree), and (g) all other payments and obligations which constitute in substance purchase price rather than payment for services.  For purposes of clauses (e) and (g) of the preceding sentence, the amount of any payment or other consideration specified therein shall be the amount reasonably estimated by the Borrower on the basis of assumptions and calculations provided in writing to the Administrative Agent.  (Any amounts included in clauses (d), (e) or (f) payable after the 12-month period following the closing of the Acquisition shall be calculated on a net present value basis discounted at the then current U.S. treasury rate with a maturity substantially the same as the final payment thereunder).

“Total Revolving Commitments”:  at any time, the aggregate amount of the Revolving Commitments then in effect.

“Total Revolving Extensions of Credit”:  at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.

“Tranche B Term Commitment”:  as to any Lender, the obligation of such Lender, if any, to make a Tranche B Term Loan to the Borrower in a principal amount not to exceed the amount set forth under the heading “Tranche B Term Commitment” opposite such Lender’s name on Schedule 1.1A or on such Lender’s Lender Addendum.  The original aggregate amount of the Tranche B Term Commitments is $175,000,000.

“Tranche B Term Facility”:  as defined in the definition of “Facility”.

“Tranche B Term Lender”:  each Lender that has a Tranche B Term Commitment or that holds a Tranche B Term Loan.

“Tranche B Term Loan”:  as defined in Section 2.1.

“Tranche B Term Percentage”:  as to any Tranche B Term Lender at any time, the percentage which such Lender’s Tranche B Term Commitment then constitutes of the aggregate Tranche B Term Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Tranche B Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche B Term Loans then outstanding).

“Transaction Bonuses”:  any bonuses payable to any officer or employee of Holdings or any of its Subsidiaries (including any Person who becomes an officer or employee of any Group Member in connection with a Permitted Acquisition) in connection with any Permitted Acquisition in an aggregate amount not exceeding $1,000,000; provided that the amount of all such bonuses payable in connection with all Permitted Acquisitions shall not exceed $3,000,000 in the aggregate.

“Transferee”:  any Assignee or Participant.

“Type”:  as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

“United States”:  the United States of America.

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“U.S. Bank Facility”:  the Term Loan Agreement, dated as of August 4, 2004, by and among Holdings, NMLLC, certain Subsidiaries of NMLLC party thereto as borrowers and U.S. Bank National Association, as amended, supplemented or otherwise modified or renewed or replaced or added to in whole or in part from time to time (including any similar facility). 

“Wholly Owned Subsidiary”:  as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“Wholly Owned Subsidiary Guarantor”:  any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

1.2Other Definitional Provisions.  (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b)  As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time and (vi) the word “knowledge” when used with respect to any Loan Party shall be deemed to be a reference to the knowledge of any Responsible Officer.

(c)  The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d)  The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

SECTION 2.AMOUNT AND TERMS OF COMMITMENTS

2.1Term Commitments.  Subject to the terms and conditions hereof, each Tranche B Term Lender severally agrees to continue the term loans held by it under the Existing Credit Agreement, including any such term loan assigned to it pursuant to the Assignment Agreements and to make a new term loan (each such continuing or new term loan, a “Tranche B Term Loan”) to the Borrower on the Closing Date in an amount equal to the difference (if any) between the amount of the Tranche B Term Commitment of such Lender and such term loans held by it.  The Tranche B Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12.

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2.2Procedure for Tranche B Term Loan Borrowing.  The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 4:00 P.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Tranche B Term Lenders continue the term loans held by them under the Existing Credit Agreement as, or make new term loans as, the Tranche B Term Loans on the Closing Date.  The Tranche B Term Loans shall initially be ABR Loans.  Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche B Term Lender thereof.  Not later than 12:00 Noon, New York City time, on the Closing Date each Tranche B Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to its new term loan being made as a Tranche B Term Loan.  The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Tranche B Term Lenders in immediately available funds.  Concurrently therewith, the term loans held by the Tranche B Term Lenders under the Existing Credit Agreement shall become Tranche B Term Loans hereunder.

2.3Repayment of Tranche B Term Loans.  The Tranche B Term Loan of each Tranche B Term Lender shall mature in 28 consecutive quarterly installments, the first of which shall be due and payable on December 31, 2004, and, each of which shall be in an amount equal to such Lender’s Tranche B Term Percentage multiplied by the amount set forth below opposite such installment; provided that any such installment may be reduced as a result of a prepayment in accordance with Section 2.17(b):

Installment	Principal Amount
1	$	437,500
2	$	437,500
3	$	437,500
4	$	437,500
5	$	437,500
6	$	437,500
7	$	437,500
8	$	437,500
9	$	437,500
10	$	437,500
11	$	437,500
12	$	437,500
13	$	437,500
14	$	437,500
15	$	437,500
16	$	437,500
17	$	437,500
18	$	437,500
19	$	437,500
20	$	437,500
21	$	437,500
22	$	437,500
23	$	437,500
24	$	437,500
25	$	41,125,000
26	$	41,125,000
27	$	41,125,000
28	$	41,125,000

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2.4Revolving Commitments.  (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then outstanding, (ii) the Magellan Reserve, and (iii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment provided however, notwithstanding the foregoing each Revolving Lender shall make Revolving Loans to the Borrower during the Revolving Commitment Period in an amount not to exceed such Lender’s Revolving Percentage of the Magellan Reserve to the extent that the Borrower utilizes such Revolving Loans to repay, or fund in escrow with respect to, amounts owing under the Magellan Seller Notes.  During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.  The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12.

(b)  The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.

2.5Procedure for Revolving Loan Borrowing.  The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans) (provided that any such notice of a borrowing of ABR Loans under the Revolving Facility to finance payments required by Section 3.5 may be given not later than 10:00 A.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor.  Any Revolving Loans made on the Closing Date (including any revolving loans outstanding under the Existing Credit Agreement that are continued as Revolving Loans hereunder) shall initially be ABR Loans.  Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $100,000 over such amount (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof; provided, that the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.7.  Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof.  Each Revolving Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent.  Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent.  As of the Closing Date any revolving credit loans held by the Revolving Lenders outstanding under the Existing Credit Agreement shall become Revolving Loans hereunder.  The revolving credit commitments under the Existing Credit Agreement are hereby restated as set forth on Schedule 1.1A.

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2.6Swingline Commitment.  (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero.  During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof.  Swingline Loans shall be ABR Loans only.

(b)  The Borrower shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least ten (10) days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower shall repay all Swingline Loans then outstanding.

2.7Procedure for Swingline Borrowing; Refunding of Swingline Loans.  (a) Whenever the Borrower desires that the Swingline Lender make Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period).  Each borrowing under the Swingline Commitment shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof.  Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender.  The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower on such Borrowing Date by depositing such proceeds in the account of the Borrower with the Administrative Agent on such Borrowing Date in immediately available funds.

(b)  The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), by written notice given no later than 10:00 A.M., New York City time, on any Business Day request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline Lender.  Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, upon receipt of notice as provided above.  The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans.  The Borrower irrevocably authorizes the Swingline Lender to charge the Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans.

(c)  If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8(f) shall have occurred and be continuing with

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respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.7(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.7(b), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Revolving Loans.

(d)  Whenever, at any time after the Swingline Lender has received from any Revolving Lender such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Revolving Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(e)  Each Revolving Lender’s obligation to make the Loans referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that a Revolving Lender shall not be required to make a Loan referred to in Section 2.7(b) or to purchase a participation in a Swingline Loan pursuant to Section 2.7(c) if (x) a Default shall have occurred and was continuing at the time such Swingline Loan was made and (y) such Revolving Lender shall have notified the Swingline Lender in writing, not less than one Business Day before such Swingline Loan was made, that such Default has occurred and that such Revolving Lender will not refund or participate in any Swingline Loans made while such Default exists.

2.8Commitment Fees, etc.  (a)  The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the date hereof to but excluding the last day of the Revolving Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender; provided however, solely for purposes of this calculation, an amount equal to such Lender’s Revolving Percentage of the Swingline Loans then outstanding shall not be deemed to reduce such Lender’s Available Revolving Commitment during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the date hereof.

(b)  The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in the Fee Letters and to perform any other obligations contained therein.

2.9Termination or Reduction of Revolving Commitments.  The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments;

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provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments.  Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect.

2.10Optional Prepayments.  The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 12:00 Noon, New York City time, one Business Day prior thereto, in the case of ABR Loans (or on the same day in the case of Swingline Loans), which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.20.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid.  Partial prepayments of Tranche B Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof.  Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

2.11Mandatory Prepayments.  (a) If Indebtedness shall be issued or incurred by any Loan Party (excluding any Indebtedness incurred in accordance with Section 7.2, other than Indebtedness incurred under the U.S. Bank Facility to the extent that any such Indebtedness relates to real property owned by any Loan Party as of the date hereof that is subject to a Mortgage), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied as soon as practicable but in any event within five Business Days after such issuance or incurrence toward the prepayment of the Tranche B Term Loans, the Revolving Loans and the L/C Obligations as set forth in Section 2.11(e).

(b)  If on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sale, Home Sale (other than any Home Sales pursuant to Section 7.5(j) and Section 7.11(c)), Existing Property Sale Lease Back Transaction or Recovery Event, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied as soon as practicable but in any event within ten days after the date of receipt thereof toward the prepayment of the Tranche B Term Loans, the Revolving Loans and the L/C Obligations as set forth in Section 2.11(e); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales, Home Sales, Existing Property Sale Lease Back Transactions and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Tranche B Term Loans, the Revolving Loans and the L/C Obligations as set forth in Section 2.11(e).

(c)  If, for any fiscal year of the Borrower commencing with the fiscal year ending September 30, 2005, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Tranche B Term Loans, the Revolving Loans and the L/C Obligations as set forth in Section 2.11(e).  Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such

31

prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.

(d)  If any Loan Party receives Net Cash Proceeds from any issuance of Capital Stock (other than equity interests or warrants, rights or options issued in connection with the exercise by present or former employees, officers or directors under a stock incentive plan, stock option plan or other equity based compensation plan or arrangement), an amount equal to 50% of such Net Cash Proceeds thereof shall be applied as soon as practicable but in any event within five Business Days after the date of such receipt toward the prepayment of the Tranche B Term Loans, the Revolving Loans and the L/C Obligations as set forth in Section 2.11(e).

(e)  Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied; first, to the prepayment of the Tranche B Term Loans in accordance with Section 2.17(b); second, to repay unreimbursed draws under the Letters of Credit; third, to the repayment of Swingline Loans; fourth, to the prepayment of Revolving Loans; and fifth, upon the occurrence and continuance of an Event of Default, to be held by the Administrative Agent as cash collateral pursuant to the Security Documents to secure L/C Obligations.  The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans.  Each prepayment of the Loans under Section 2.11 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and by any amounts payable pursuant to Section 2.20.

2.12Conversion and Continuation Options.  (a)   The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto.  The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b)  Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.13Limitations on Eurodollar Tranches.  Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving

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effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $1,000,000 or a whole multiple of $100,000 in excess thereof and (b) no more than eight Eurodollar Tranches shall be outstanding at any one time.

2.14Interest Rates and Payment Dates.  (a)   Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b)  Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

(c)  (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% or (y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans under the Revolving Facility plus 2%, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to ABR Loans under the Revolving Facility plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment).

(d)  Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

2.15Computation of Interest and Fees.  (a)   Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.  The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate.  Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective.  The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b)  Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.14(a).

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2.16Inability to Determine Interest Rate.  If prior to the first day of any Interest Period:

(a)the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

(b)the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter.  If such notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans.  Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

2.17Pro Rata Treatment and Payments.  (a)   Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Tranche B Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders.

(b)  Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Tranche B Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Tranche B Term Loans then held by the Tranche B Term Lenders.  The amount of each principal prepayment of the Tranche B Term Loans shall be applied to reduce the then remaining installments of the Tranche B Term Loans, as the case may be, pro rata based upon the respective then remaining principal amounts thereof.  Amounts prepaid on account of the Tranche B Term Loans may not be reborrowed.

(c)  Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders.

(d)  All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 2:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds.  The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received.  If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day.  If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.  In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

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(e)  Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent.  A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error.  If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the Borrower.  If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(f)  Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount.  If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate.  Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

2.18Requirements of Law.  (a)   If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i)  shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.19 and changes in the rate of tax on the overall net income of such Lender);

(ii)  shall legally impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate; or

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(iii)  shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable by such Lender hereunder in respect thereof, then, in any such case, the Borrower shall promptly and in any event within five Business Days pay such Lender, upon its written demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable.  If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b)  If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material and to the extent reasonably determined such increase in capital to be allocable to the existence of such Lender’s Commitments hereunder, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

(c)  A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) with appropriate detail demonstrating how such amounts were derived shall be conclusive in the absence of manifest error. 

2.19Taxes.  (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document).  If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of paragraph (d) or (e) of this Section or (ii) that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect

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to such Non-Excluded Taxes pursuant to this paragraph. Nothing contained in this Section 2.19(a) shall require the Administrative Agent or any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to the Borrower or any other Person.

(b)  In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)  Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.  If the Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure.

(d)  Each Lender (or Transferee) that is not a “U.S. Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit H and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents.  Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation).  In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender.  Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose).  Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver.

(e)  A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s judgment such completion, execution or submission would not materially prejudice the legal position of such Lender.

(f)  If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.19, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.19 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent

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or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority but only if such repayment is required because the initial refund was permitted in error. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

(g)  Upon the reasonable request of the Borrower or the Administrative Agent, each Lender (or Transferee) that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the Code shall deliver, within thirty (30) days of such request to the Borrower and the Administrative Agent two duly signed completed copies of IRS Form W-9.  If such Lender fails to deliver such forms, then the Administrative Agent may, notwithstanding Section 2.19(a), deduct and withhold from any interest payment to such Lender or Transferee an amount equivalent to the applicable back-up withholding tax imposed by the Code.

(h)  The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.20Indemnity.  The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto.  Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market.  A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender which is submitted within 180 days of the incurrence of any loss or expense covered by this Section with appropriate detail demonstrating how such amounts were derived shall be conclusive in the absence of manifest error.  This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.21Change of Lending Office.  Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.18 or 2.19(a) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to file any certificate or document reasonably requested by the Borrower or designate another lending office for any Loans affected by such event with the object of eliminating or reducing amounts payable pursuant to Section 2.18 or 2.19(a); provided, that the making of such filing or such designation is made on terms that, in the reasonable judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage (except to a de minimis extent), and

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provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.18 or 2.19(a).

2.22Replacement of Lenders.  (a)   The Borrower shall be permitted to replace any Lender that (A) requests reimbursement for amounts owing pursuant to Section 2.18 or 2.19(a) or (B) defaults in its obligation to make Loans hereunder, with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 that has or will eliminate the continued need for payment of amounts owing pursuant to Section 2.18 or 2.19(a), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.18 or 2.19(a), as the case may be, (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender, and (x) in connection with the replacement of a Lender pursuant to clause (A) above, such replacement results in a reduction of the amounts owing pursuant to Section 2.18 or 2.19(a).

(b)  If, in connection with any proposed amendment, modification, waiver or termination pursuant to Section 10.1 (a “Proposed Change”) requiring the consent of all affected Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this clause (b) being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, at the Borrower’s request the Administrative Agent, or a Person reasonably acceptable to the Administrative Agent, shall have the right with the Administrative Agent’s consent and in the Administrative Agent’s reasonable discretion (but shall have no obligation) to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon the Administrative Agent’s request, sell and assign to the Administrative Agent or such Person, all of the Loans and Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all Loans held by the Non-Consenting Lenders and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated at par pursuant to an Assignment and Acceptance Agreement.

2.23Limitation on Additional Amounts, etc.  Notwithstanding anything to the contrary contained in Sections 2.18 and 2.19(a) of this Agreement, unless the Administrative Agent or a Lender gives notice to the Borrower that it is obligated to pay an amount under any such Section within 180 days after the later of (x) the date the Lender incurs the respective increased costs, Non-Excluded Taxes, Other Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital or (y) the date such Lender has actual knowledge of its incurrence of the respective increased costs, Non-Excluded Taxes, Other Taxes, loss, expense or liability reductions in amounts received or receivable or reduction in return on capital, then such Lender shall only be entitled to be compensated for such amount by the Borrower pursuant to Sections 2.18 and 2.19(a), as the case may be, to the extent the costs, Non-Excluded Taxes, Other Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital are incurred or suffered on or after the date which occurs 180 days prior to such Lender giving notice to the Borrower that it is obligated to pay the

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respective amounts pursuant to Sections 2.18 and 2.19(a), as the case may be.  This Section 2.23 shall have no applicability to any Section of this Agreement other than Sections 2.18 and 2.19(a).

SECTION 3.LETTERS OF CREDIT

3.1L/C Commitment.  (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be reasonably approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the sum of the L/C Obligations and the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and the Magellan Reserve would exceed the Total Revolving Commitments.  Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

(b)  The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

(c)  The letters of credit issued under the Existing Credit Agreement (the “Existing Letters of Credit”) shall for all purposes constitute Letters of Credit hereunder.

3.2Procedure for Issuance of Letter of Credit.  The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request.  Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower.  The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof.  The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

3.3Fees and Other Charges.  (a) The Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date.  In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.25% per annum on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date.

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(b)  In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

3.4L/C Participations.  (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder.  Each L/C Participant agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.  Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing

(b)  If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360.  If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility.  A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

(c)  Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

3.5Reimbursement Obligation of the Borrower.  If any draft is paid under any Letter of Credit, the Borrower shall reimburse the Issuing Lender with respect to each draft presented under any

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Letter of Credit and paid by the Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment, not later than 1:00 P.M., New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 1:00 P.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice.  Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds.  Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the second Business Day following the date of the applicable drawing, Section 2.14(b) and (y) thereafter, Section 2.14(c).

3.6Obligations Absolute.  The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person.  The Borrower also agrees with the Issuing Lender that the Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee.  The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender.  The Borrower agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence, bad faith or willful misconduct, shall be binding on the Borrower and shall not result in any liability of the Issuing Lender to the Borrower.

3.7Letter of Credit Payments.  If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the Borrower of the date and amount thereof.  The responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

3.8Applications.  To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply.

SECTION 4.REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, Holdings and the Borrower hereby jointly and severally represent and warrant to the Administrative Agent and each Lender that:

4.1Financial Condition.  (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at September 30, 2004 (including the notes thereto) (the “Pro Forma Balance Sheet”), a copy of which has heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made and the

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Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing.  The Pro Forma Balance Sheet has been prepared in good faith by Holdings, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at September 30, 2004 assuming that the events specified in the preceding sentence had actually occurred at such date.

(b) The audited consolidated balance sheets of Holdings and its Subsidiaries as at September 30, 2003 and September 30, 2002, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young, present fairly in all material respects the consolidated financial condition of Holdings and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended.  The unaudited consolidated balance sheet of Holdings and its Subsidiaries as at June 30, 2004, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly the consolidated financial condition of Holdings and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments).  All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein).  Except as set forth on the Pro-forma Financial Statements, during the period from June 30, 2004 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

(c) Except as set forth on Schedule 7.2(d), as of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any Swap Agreements or foreign currency swap or exchange transactions or other obligations in respect of derivatives, that are not reflected in the audited financial statements described in clause (b) above.

4.2No Change.  Since September 30, 2003, there has been no development or event that has had or would reasonably be expected to have a Material Adverse Effect.

4.3Existence; Compliance with Law.  Each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (provided that each of Unlimited Quest, Inc. and Rehabilitation Achievement Center, Inc. will not, on the date hereof, be in good standing in its jurisdiction of organization but such failure to be in good standing would not reasonably be expected to have a Material Adverse Effect), (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.4Power; Authorization; Enforceable Obligations.  Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder.  Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on

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the terms and conditions of this Agreement.  No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the issuance of Senior Subordinated Notes and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 4.19.  Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto.  This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.5No Legal Bar.  The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation of any Group Member (other than the Magellan Note Documents) and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents).

4.6Litigation.  Except as set forth on Schedule 4.6, no litigation, or to the knowledge of Holdings or Borrower, no investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of Holdings or the Borrower, threatened by or against any Group Member or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, (b) as of the Closing Date, with respect to the Magellan Seller Notes, or (c) that would reasonably be expected to have a Material Adverse Effect.

4.7No Default.  Except as set forth on Schedule 4.7, no Group Member is in default under or with respect to any of its Contractual Obligations in any respect that would reasonably be expected to have a Material Adverse Effect.  No Event of Default has occurred and is continuing.

4.8Ownership of Property; Liens.  Each Group Member has marketable title to, or a valid leasehold interest in, all its real property, and marketable title to, or a valid leasehold interest in, all its material other property, and none of such property is subject to any Lien except as permitted by Section 7.3.  As of the date hereof and as of the date of delivery of the financial statements delivered pursuant to Section 6.1(a) and as of the date of delivery of the statements for the month of June each year delivered pursuant to Section 6.1(b), set forth on Schedule 4.8 is a complete and correct list of all real property (including street address) (other than condominiums or co-ops) located in the United States and owned by any Loan Party or any of its Subsidiaries and all leases (other than apartment leases) material to the operation of any Loan Party or any of its Subsidiaries.

4.9Licenses, Intellectual Property.  Except as in the aggregate would not reasonably be expected to have a Material Adverse Effect or as set forth in Schedule 4.9 (all of which items set forth in Schedule 4.9 in the aggregate would not reasonably be expected to have a Material Adverse Effect), each Group Member has all necessary licenses, permits, franchises, rights to participate in, or the benefit of valid agreements to participate in material Third Party Payor Programs and other rights necessary for the conduct of its business and for the intended use of its properties and assets to the extent necessary to ensure no material interruption in cash flow.  Each Group Member owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted except to the extent

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that a failure would not reasonably be expected to have a Material Adverse Effect.  No material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does Holdings or the Borrower have knowledge of any valid basis for any such claim.  Except as would not reasonably be expected to result in a Material Adverse Effect, the use of Intellectual Property by each Group Member does not infringe on the rights of any Person in any material respect.

4.10Taxes.  Each Group Member has filed or caused to be filed all Federal, material state and other material tax returns that are required to be filed and has paid all material taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member); no tax Lien has been filed (other than Permitted Liens), and, to the knowledge of Holdings and the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.

4.11Federal Regulations.  No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used (a) for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or (b) for any purpose that violates the provisions of the Regulations of the Board. 

4.12Labor Matters.  Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect:  (a) there are no strikes or other labor disputes against any Group Member pending or, to the knowledge of Holdings or the Borrower, threatened; (b) hours worked by and payment made to employees of each Group Member have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Group Member on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Group Member.

4.13ERISA.  Except as would not reasonably be expected to have a Material Adverse Effect, (i) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan during such five-year period has complied in all material respects with the applicable provisions of ERISA and the Code, (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period and (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount.  To the best of the Borrower’s knowledge, neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and to the best of the Borrower’s knowledge, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made.  No such Multiemployer Plan is in Reorganization or Insolvent.

4.14Investment Company Act; Other Regulations.  No Loan Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the

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Investment Company Act of 1940, as amended.  No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability to incur Indebtedness.

4.15Subsidiaries.  Attached hereto as Schedule 4.15(a) is an organization chart of each Loan Party and its Subsidiaries as of the Closing Date.  Except as disclosed to the Administrative Agent by the Borrower in writing from time to time after the Closing Date, (a) Schedule 4.15(b) sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Subsidiary, except as created by the Loan Documents.  All of the Subsidiaries which are a part of such consolidated group are Guarantors except for (i) Insurance Subsidiaries and Permitted Foreign Subsidiaries created or acquired after the Closing Date; and (ii) the Non-Profit Entities.  There are no Foreign Subsidiaries as of the Closing Date.

4.16Use of Proceeds.  The proceeds of the Tranche B Term Loans and a portion of the Revolving Loans shall be used to repay amounts owing under the Existing Credit Agreement as set forth in the Assignment Agreements, the notes issued by Holdings to the MDP Holder and to the REM Sellers (as defined in the Existing Credit Agreement), to redeem certain Capital Stock of Holdings, to pay certain deferred compensation obligations and to pay related fees and expenses.  The remainder of the proceeds of the Revolving Loans and the Swingline Loans, and the Letters of Credit, shall be used for general corporate purposes of any Group Member (including Permitted Acquisitions and other lawful purposes).

4.17Environmental Matters.  Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect:

(a)  the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any applicable Environmental Law;

(b)  no Group Member has received any notice of any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;

(c)  Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that would reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that would reasonably be expected to give rise to liability under, any applicable Environmental Law;

(d)  with respect to any liability arising under any Environmental Law, no judicial proceeding or governmental or administrative action is pending or, to the best knowledge of Holdings and the Borrower, threatened, to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;

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(e)  there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that would reasonably be expected to give rise to liability under Environmental Laws;

(f)  the Properties and all operations at the Properties are in compliance, and within all applicable statute-of-limitations periods have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and

(g)  no Group Member has assumed, contractually or by operation of law, any liability of any other Person under Environmental Laws.

4.18Accuracy of Information, etc.  No statement or factual information with respect to any Loan Party or any of its Subsidiaries contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other factual document, certificate or statement (other than any projections, pro formas or other estimates with respect to any Loan Party or any of its Subsidiaries) furnished by or by Persons directed on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading.  The projections and pro forma financial information contained in the materials referenced above were, and the projections hereafter delivered, when delivered, will be based upon good faith estimates and assumptions believed by management of each Loan Party to be reasonable at the time made and no Loan Party knows as of the date hereof any fact making such estimates and assumptions no longer true in any material respects, it being recognized by the Administrative Agent and the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.  There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in the Confidential Information Memorandum.

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4.19Security Documents.  (a) The Guarantee and Security Agreement and the Borrower Security Agreement are effective to create in favor of the Administrative Agent, for the benefit of the Lenders, legally, valid and enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) security interests in the Collateral described therein and proceeds thereof.  In the case of the Pledged Stock described in any of the Security Documents, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent together with the necessary endorsements, and in the case of the other Collateral described in the any of the Security Documents, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Borrower Security Agreement and the Guarantee and Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for their respective Obligations (as defined in the Guarantee and Security Agreement) to the extent a Lien on such Collateral (other than the Pledged Stock) can be perfected pursuant to such financing statements and such other filings, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).

(b)  Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that the security interest created in such real property and the Mortgaged Property may be subject to the Permitted Liens related thereto).

4.20Solvency.  The Loan Parties on a consolidated basis are, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith will be and will continue to be, Solvent.

4.21Senior Indebtedness.  The Obligations constitute “Senior Debt” of the Borrower under and as defined in the Senior Subordinated Note Indenture.  The obligations of each Subsidiary Guarantor under the Guarantee and Security Agreement constitute “Senior Debt” of such Subsidiary Guarantor under and as defined in the Senior Subordinated Note Indenture.

4.22Regulation H.  No Mortgage encumbers improved real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968.

SECTION 5.CONDITIONS PRECEDENT

5.1Conditions to Initial Extension of Credit.  The effectiveness of this Agreement and the agreement of each Lender to make the initial extension of credit requested to be made by it (including the continuation of any loan under the Existing Credit Agreement or a Loan hereunder) is subject to the satisfaction or waiver, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:

(a)Credit Agreement; Security Documents.  The Administrative Agent shall have received (i) this Agreement or a Lender Addendum, as applicable, executed and delivered by the

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Administrative Agent, Holdings, the Borrower and each Lender, (ii) the Guarantee and Security Agreement, executed and delivered by Holdings and each Subsidiary Guarantor, (iii) an Acknowledgement and Consent in the form attached to the Guarantee and Security Agreement, executed and delivered by each Issuer (as defined therein), if any, that is not a Loan Party and (iv) the Borrower Security Agreement executed and delivered by the Borrower.

In the event that any one or more Lenders have not executed and delivered this Agreement or a Lender Addendum, as applicable, on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”), the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “Designated Lenders”) to assume, in the aggregate, all of the Commitments that would have been held by the Non-Executing Persons (subject to each such Designated Lender’s consent and its execution and delivery of this Agreement).  Schedule 1.1A shall automatically be deemed to be amended as necessary to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

(b)Senior Subordinated Note Issuance and Existing Credit Agreement.  The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:

(i)  the Borrower shall have received at least $150,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes; and

(ii)  (i) The Administrative Agent shall have received reasonably satisfactory evidence that all amounts under the Existing Credit Agreement to the extent required to be paid by the Assignment Agreements, shall have been paid in full, except for the outstanding obligations under any letters of credit issued thereunder, which letters of credit shall be deemed to be Letters of Credit issued hereunder;

(c)Pro Forma Balance Sheet; Financial Statements.  The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of Holdings and its Subsidiaries for the September 30, 2002 and 2003 fiscal years and (iii) unaudited interim consolidated financial statements of Holdings and its Subsidiaries for each fiscal quarter ended at least 45 days before the Closing Date, and such financial statements shall not, in the reasonable judgment of the Agents, reflect any material adverse change in the consolidated financial condition of Holdings and its Subsidiaries, as reflected in the financial statements or projections contained in the Confidential Information Memorandum.

(d)Approvals.  All material governmental and third party approvals (including landlords’ and other consents) necessary in connection with the continuing operations of the Group Members and the transactions contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby.

(e)Lien Searches.  The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where assets of the Loan Parties are located, and such search shall reveal no liens on any of the assets of the Loan Parties except for liens permitted by Section 7.3 or discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent.

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(f)Insurance.  The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 5.2 of the Guarantee and Security Agreement and Section 4.2 of the Borrower Security Agreement.

(g)Fees.  The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date.  All such amounts will be paid with proceeds of Loans made on the Closing Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the Closing Date.

(h)Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates.  The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C or in such other form as may be acceptable to the Administrative Agent, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization.

(i)Legal Opinions.  The Administrative Agent shall have received the following executed legal opinions:

(i) the legal opinion of Kirkland & Ellis LLP, counsel to Holdings, the Borrower and its Subsidiaries, substantially in the form of Exhibit F; and

(ii) the legal opinion of such other special and local counsel as may be required by the Administrative Agent.

Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

(j)Pledged Stock; Stock Powers; Pledged Notes.  The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Security Agreement and the Borrower Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Security Agreement and the Borrower Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(k)Filings, Registrations and Recordings.  Each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.3), shall be in proper form for filing, registration or recordation.

(l)Solvency Certificate.  The Administrative Agent and the Lenders shall have received a solvency certification signed by a Responsible Officer of Holdings dated as of the Closing Date with respect to Holdings and its consolidated Subsidiaries, taken as a whole, in form and substance reasonably satisfactory to the Administrative Agent, certifying that Holdings and its

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consolidated Subsidiaries, taken as a whole, are Solvent as of the Closing Date, both before and after giving effect to the initial Loans hereunder.

(m)Maximum Consolidated Leverage Ratio.  The Administrative Agent shall have received a certificate of a Responsible Officer certifying that the Consolidated Leverage Ratio of Holdings and its Subsidiaries for the twelve month period ended September 30, 2004, adjusted to give pro forma effect to (with such adjustments to be reasonably acceptable to the Administrative Agent) (A) the issuance of the Senior Subordinated Notes, (B) the Loans to be made (or which are otherwise outstanding) on the Closing Date, (C) the escrow of funds with respect to the Magellan Note, and (D) the payment of fees and expenses in connection with the foregoing,in each case as if the same had occurred on the last day of such twelve month period, is less than 5.85 to 1.0.

5.2Conditions to Each Extension of Credit.  The agreement of each Lender to make any extension of credit requested to be made by it on any date (including its initial extension of credit) is subject to the satisfaction or waiver of the following conditions precedent:

(a)Representations and Warranties.  Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (other than representations and warranties which speak only as of a certain date, which representations and warranties shall be made only on such date).

(b)No Default.  No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 5.2 have been satisfied.

SECTION 6.AFFIRMATIVE COVENANTS

Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder (other than contingent indemnification obligation), each of Holdings and the Borrower shall and shall cause each of its Subsidiaries to:

6.1Financial Statements.  Furnish to the Administrative Agent (and the Administrative Agent shall promptly furnish to the Lenders, by posting to Intralinks or otherwise):

(a)as soon as available, but in any event within 90 days after the end of each fiscal year of Holdings, a copy of the audited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young LLP or other independent certified public accountants of nationally recognized standing;

(b)as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of Holdings, the unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such quarter and the

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related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the same quarter in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes); and

(c)as soon as available, but in any event not later than 45 days after the end of each month occurring during each fiscal year of Holdings (other than the third, sixth, ninth and twelfth such month), the unaudited consolidated balance sheet of Holdings and its Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the same month in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes).

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or a Responsible Officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.  With regard to interim financial statements, such interim financial statements will not include all of the information and footnotes required by GAAP for complete financial statements.  However, all adjustments (consisting of normal, recurring accrual) considered necessary for a fair presentation will be included therein.

6.2Certificates; Other Information.  Furnish to the Administrative Agent (and the Administrative Agent shall promptly furnish to the Lenders, by posting to Intralinks or otherwise):

(a)If requested by the Administrative Agent, concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;

(b)concurrently with the delivery of any financial statements pursuant to Section 6.1(a) and (b), (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein (including detail with respect to any calculation of Consolidated EBITDA, including, without limitation, detailed information with respect to any add-backs, including any such add-backs for anticipated payments or reimbursements which were not paid or reimbursed) as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any Intellectual Property acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (y) (or, in the case of the first such report so delivered, since the Closing Date);

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(c)as soon as available, and in any event no later than 60 days after the end of each fiscal year of Holdings and its Subsidiaries, a detailed consolidated budget for the following fiscal year (and no later than 90 days after the end of each fiscal year of Holdings, a detailed projected consolidated balance sheet of Holdings and its consolidated Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall be prepared in a manner so that the representations and warranties set forth in Section 4.18 are true and correct in all material respects;

(d)no later than 10 Business Days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to the Senior Subordinated Note Indenture;

(e)within five Business Days after the same are sent, copies of all financial statements and reports that Holdings or the Borrower sends to the holders of any class of its debt securities other than the Lenders (including, without limitation, the holders of the Magellan Seller Notes) or public equity securities and, within five Business Days after the same are filed, copies of all financial statements and reports that Holdings or the Borrower may make to, or file with, the SEC;

(f)promptly, such additional financial and other information concerning a Group Member as the Administrative Agent on behalf of any Lender may from time to time reasonably request.

6.3Payment of Obligations.  Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where (i) the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member or (ii) the failure to pay would reasonably be expected to result in a Material Adverse Effect.  As to the Borrower and each of its direct and indirect Subsidiaries, cause their direct and indirect Subsidiaries to make dividends, distributions and other payments to the Borrower from time to time as may be necessary to ensure that the Borrower is able to pay the Obligations as and when the same become due.

6.4Maintenance of Existence; Compliance.  (a)(i)  Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations except to the extent that failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and Requirements of Law except to the extent that failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.5Maintenance of Property; Insurance.  (a)  Keep all material property useful and necessary in its business in good working order and condition, ordinary wear and tear and ordinary damage by casualty excepted and (b) maintain with financially sound and reputable insurance companies insurance (or pursuant to self-insurance to the extent commercially reasonable) on all its property (other than vehicles) in at least such amounts and against at least such risks (but including in any event public

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liability, product liability and business interruption) as are required by the Security Documents and as are usually insured against in the same general area by companies engaged in the same or a similar business and of similar size; provided that the insurance amount for general liability insurance of the Borrower shall in no event be less than $4,000,000 (which shall be available after any reasonable self-insurance or effective deductibles, which at the date hereof are $1,000,000 per occurrence and $2,000,000 for all occurrences).  Keep all of its insurable properties now or hereafter owned adequately insured at all times against loss or damage by fire or other casualty to the extent customary with respect to like properties of companies conducting similar businesses and of a similar size and to the extent reasonably required by Administrative Agent; maintain general liability, professional liability, business interruption and workers’ compensation insurance insuring each Loan Party and each Subsidiary thereof to the extent customary with respect to companies conducting similar businesses and of a similar size, all by financially sound and reputable insurers (or pursuant to self insurance to the extent commercially reasonable) and furnish to the Lenders satisfactory evidence of the same (including, if requested by Administrative Agent, certification by a Responsible Officer of the timely renewal of, and timely payment of all insurance premiums payable under, all such policies), notify each of the Lenders of any material reduction in the insurance maintained on its properties in the aggregate after the date hereof and furnish each of the Lenders reasonably satisfactory evidence of any such change; and provide that each insurance policy maintained or required to be maintained by any Loan Party shall (a) name the Administrative Agent, on behalf of the Lenders, as loss payee pursuant to a so-called “standard mortgagee clause” or “Lender’s loss payable endorsement”, with respect to property coverage of such Loan Party, and shall name the Administrative Agent on behalf of the Lenders as an additional insured, with respect to general liability coverage, (b) provide that no action of any Loan Party or any Subsidiary or any other Person shall void any such policy as to the Administrative Agent or the Lenders, (c) provide that the insurer(s) shall endeavor to notify the Administrative Agent of any proposed cancellation of such policy at least 30 days in advance thereof (unless such proposed cancellation arises by reason of non-payment of insurance premiums in which case such notice shall be given at least 10 days in advance thereof) and that the Administrative Agent or the Lenders will have the opportunity to correct any deficiencies justifying such proposed cancellation and (d) cause any Insurance Subsidiary to (i) conduct its insurance business in compliance with all applicable insurance laws, rules, regulations and orders and using sound actuarial principles and (ii) maintain usual and customary stop-loss coverage and excess coverage reinsurance for individual claims.  The insurance premiums and other expenses charged by any Insurance Subsidiary to the Borrower and its Subsidiaries shall be reasonable and customary.  The Borrower will provide the Administrative Agent (A) copies of any outside actuarial reports prepared with respect to any projection, valuation or appraisal of any Insurance Subsidiary promptly after receipt thereof and (B) once each year promptly after receipt thereof, an actuarial opinion with respect to any Insurance Subsidiary from a recognized actuarial firm reasonably satisfactory to the Administrative Agent.

6.6Inspection of Property; Books and Records; Discussions.  (a)  Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities, and (b) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records (other than materials protected by the attorney-client privilege and materials which such person may not disclose without violation of a confidentiality obligation binding upon it) at any reasonable time (and upon reasonable notice unless an Event of Default exists) and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Group Members with officers and employees of the Group Members and with their independent certified public accountants (provided the Borrower is given an opportunity to be present at such meetings).

6.7Notices.  Promptly give notice to the Administrative Agent and the Administrative Agent shall furnish to the Lenders by posting to Intralinks or otherwise of:

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(a)the occurrence of any Default or Event of Default;

(b)any (i) default or event of default under any Contractual Obligation of any Group Member or (ii) litigation, investigation or proceeding that may exist at any time between any Group Member and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;

(c)any litigation or proceeding affecting any Group Member (i) in which the amount involved would be reasonably expected to result in a liability or judgment of is $5,000,000 or more in excess of that fully covered by insurance or (ii) in which injunctive or similar relief is sought (if such injunctive or similar relief would reasonably be expected to result in a Material Adverse Effect);

(d)the following events, as soon as possible and in any event within 30 days after any Responsible Officer of the Borrower knows or has reason to know thereof:  (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Single Employer or Multiemployer Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer or Multiemployer Plan; provided, however that notice shall only be required for any event described in (i) or (ii) that would reasonably be expected to result in a liability or judgment of $5,000,000 or more; and

(e)any development or event that has had or would reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the relevant Group Member proposes to take with respect thereto.

6.8Environmental Laws.  (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, at the Properties with, all applicable Environmental Laws, and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws.  This clause (a) shall be deemed not breached by a noncompliance with the foregoing if, upon learning of such noncompliance, any affected Group Member promptly undertakes reasonable efforts to eliminate such noncompliance, and such noncompliance and the elimination thereof, in the aggregate with any other noncompliance with any of the foregoing and the elimination thereof, could not reasonably be expected to have a Material Adverse Effect or to materially and adversely affect the value of the property secured by any of the Mortgages.

(b)  Conduct and complete all material investigations, studies, sampling and testing, and all material remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws in each case.  This clause (b) shall be deemed not breached by a failure to comply with such an order or directive if any affected Group Member timely challenges in good faith such order or directive in a manner consistent with all applicable Environmental Laws and pursues such challenge diligently, and the pendency and pursuit of such challenge, in the aggregate with the pendency

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and pursuit of any other such challenges, could not reasonably be expected to have a Material Adverse Effect or to materially and adversely affect the value of the property secured by any of the Mortgages.

6.9Additional Collateral, etc.  (a)  With respect to any personal property or intellectual property acquired after the Closing Date by any Loan Party (other than any motor vehicles, or any tangible personal property evidenced by a title certificate or any other type of property expressly excluded by the Security Documents) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Security Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property, subject to Liens permitted under Section 7.3, and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably required by the Guarantee and Security Agreement or by law or as may be requested by the Administrative Agent.

(b)  With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $125,000 acquired after the Closing Date by any Loan Party (other than any such real property subject or to be subject to a Lien permitted by Section 7.3(g)), on a quarterly basis reasonably promptly after delivery of the financial statements delivered pursuant to Section 6.1 (i) execute and deliver a first priority mortgage or deed of trust in a form substantially similar to the existing Mortgages and satisfactory to the Administrative Agent, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Administrative Agent, provide the Administrative Agent with a recent title search relating to such real property, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(c)  With respect to any new Subsidiary created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Borrower Security Agreement and the Guarantee and Security Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest subject to Liens permitted pursuant to Section 7.3 in the Capital Stock of such new Subsidiary that is owned by any Loan Party (provided, such security interest shall be limited (a) in the case of a Permitted Foreign Subsidiary, to 66% of such Capital Stock in such Permitted Foreign Subsidiary, (b) in the case of any Insurance Subsidiary, to the lesser of the amount of such Insurance Subsidiary’s Capital Stock which can be pledged pursuant to the applicable law governing such Insurance Subsidiary or if such Insurance Subsidiary is a Permitted Foreign Subsidiary, the amount which is required to be otherwise pledged hereunder and (c) in the case of any Non-Profit Entity formed after the Closing Date, to the amount of such entity’s Capital Stock that can be pledged pursuant to the applicable law or regulations governing such entity), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary (if not a Permitted Foreign Subsidiary, an Insurance Subsidiary or a Non-Profit Entity) (A) to become a party to the Guarantee and Security Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest subject to the Liens permitted under Section 7.3 in the Collateral described in the Guarantee and Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent

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a certificate of such Subsidiary, substantially in the form of Exhibit C or in such other form as may be acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

6.10Foreign Subsidiaries.  No Loan Party shall have a Foreign Subsidiary other than a Permitted Foreign Subsidiary.

6.11Mortgage Amendments, Etc.  Within sixty (60) days following the Closing Date, the Administrative Agent shall have received, (a) with respect to each parcel of real property listed on Schedule 6.11 (the “Existing Mortgage Collateral Properties”), (i) a Mortgage Amendment, executed and delivered by a duly authorized officer of the applicable Loan Party (which Borrower shall, it its own cost and expense, cause to be recorded in the appropriate land records) and (ii) a title search dated within sixty (60) days of the Closing Date, which shows no Liens other than those permitted by Section 7.3 and (b) with respect to each parcel of real estate owned by a Loan Party (other than any such real property subject to or to be subject to a Lien permitted by Section 7.3(g)) on or prior to the date hereof as to which a mortgage or deed of trust in favor of Fleet National Bank, as administrative agent under the Existing Credit Agreement has not been filed, a Mortgage, executed and delivered by a duly authorized officer of the applicable Loan Party (which Borrower shall, it its own cost and expense, cause to be recorded in the appropriate land records).

SECTION 7.NEGATIVE COVENANTS

Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent (other than contingent indemnity obligation surviving after the termination of this Agreement) hereunder, each of Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

7.1Financial Condition Covenants.

(a)  Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Borrower (or, if less, the number of full fiscal quarters subsequent to the Closing Date) ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter:

Fiscal Quarter	Consolidated Leverage Ratio
December 31, 2004 to March 31, 2005	5.85 to 1.00
June 30, 2005 to December 31, 2005	5.75 to 1.00
March 31, 2006 to June 30, 2006	5.50 to 1.00
September 30, 2006 to December 31, 2006	5.25 to 1.00
March 31, 2007  to June 30, 2007	5.00 to 1.00
September 30, 2007 to December 31, 2007	4.75 to 1.00
March 31, 2008 to June 30, 2008	4.50 to 1.00
September 30, 2008 to December 31, 2008	4.25 to 1.00
March 31, 2009 to June 30, 2009	4.00 to 1.00
September 30, 2009 to December 31, 2009	3.75 to 1.00
March 31, 2010 to June 30, 2010	3.50 to 1.00
September 30, 2010	3.25 to 1.00
December 31, 2010 to September 30, 2011	3.00 to 1.00

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(b)  Consolidated Interest Coverage Ratio.  Permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower (or, if less, the number of full fiscal quarters subsequent to the Closing Date) ending with any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter:

Fiscal Quarter	Consolidated Interest Coverage Ratio
December 31, 2004 to December 31, 2005	2.10 to 1.00
March 31, 2006 to December 31, 2006	2.20 to 1.00
March 31, 2007	2.25 to 1.00
June 30, 2007	2.30 to 1.00
September 30, 2007 to December 31, 2007	2.35 to 1.00
March 31, 2008	2.40 to 1.00
June 30, 2008	2.45 to 1.00
September 30, 2008 to March 31, 2009	2.50 to 1.00
June 30, 2009 to March 31, 2010	2.75 to 1.00
June 30, 2010 to September 30, 2011	3.00 to 1.00

7.2Indebtedness.  Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:

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(a)  Indebtedness of any Loan Party pursuant to any Loan Document;

(b)  Indebtedness of the Borrower to any Subsidiary and of any Wholly Owned Subsidiary Guarantor to the Borrower or any other Subsidiary;

(c)  Guarantee Obligations incurred in the ordinary course of business by Holdings or any of its Subsidiaries of obligations of any Wholly Owned Subsidiary Guarantor;

(d)  Indebtedness outstanding on the date hereof and listed on Schedule 7.2(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof);

(e)  Indebtedness (including, without limitation, Capital Lease Obligations and Indebtedness under the U.S. Bank Facility) secured by Liens permitted by Section 7.3(g) in an aggregate principal amount not to exceed the sum of $20,000,000 at any one time outstanding;

(f)  (i) Indebtedness of the Borrower in respect of the Senior Subordinated Notes in an aggregate principal amount not to exceed $150,000,000; and (ii) Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness, provided that such Guarantee Obligations are subordinated to the same extent as the obligations of the Borrower in respect of the Senior Subordinated Notes;

(g)  Indebtedness of the Borrower or any of its Subsidiaries acquired or assumed pursuant to a Permitted Acquisition, which Indebtedness was in existence at the time of such Permitted Acquisition and not incurred in contemplation thereof subject to the limitations specified in clause (h) of Section 7.2

(h)  any other Indebtedness of the Borrower or any of its Subsidiaries (including any Indebtedness of the types referred to in clause (l) of this Section 7.2 in excess of $5,000,000 permitted thereunder), and any refinancings, refundings, renewals or extensions of any such Indebtedness, in an aggregate amount as to Indebtedness incurred pursuant to clauses (g) and (h) of this Section 7.2 (plus the then outstanding aggregate amount of any refinancings, refundings, renewals or extensions of such Indebtedness and the Net Payment Amount of any outstanding Sale Leaseback Transactions entered into pursuant to Section 7.11)not exceeding $30,000,000 at any one time outstanding; provided, however, in no event shall any Indebtedness of Permitted Foreign Subsidiaries, together with Investments made pursuant to Section 7.8(x), exceed $3,000,000 at any one time outstanding;

(i)  Indebtedness of Holdings to the Borrower to the extent the related advance would be permitted to be made as a Restricted Payment hereunder (it being understood that any such advance shall be deemed to be and shall count as a Restricted Payment for purposes of Section 7.6);

(j)  Indebtedness under performance, surety, statutory or appeal bonds or with respect to worker’s compensation claims or other bonds permitted under Section 7.3;

(k)  Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections and otherwise in connection with deposit accounts.

(l)  Indebtedness consisting of Earnout Obligations and promissory notes or similar obligations issued by any Loan Party relating to licenses to be acquired in connection with a

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Permitted Acquisition that cannot be transferred to such Loan Party prior to or concurrently with the consummation of such Permitted Acquisition, in an aggregate amount (valuing Earnout Obligations only to the extent then required to be included on a consolidated balance sheet of Holdings) not exceeding $5,000,000 at any one time outstanding;

(m)  Indebtedness consisting of promissory notes issued by Holdings or Borrower to officers, directors and employees of Holdings, the Borrower or any Subsidiary of the Borrower to purchase or redeem Capital Stock of the Borrower or Holdings to the extent permitted hereunder, in an aggregate amount not exceeding $1,000,000 at any time outstanding to the extent not constituting Subordinated PIK Debt;

(n)  Subordinated PIK Debt of Holdings in an aggregate amount not exceeding $30,000,000 at any one time outstanding incurred by it in connection with Permitted Acquisitions or Investments permitted hereunder, plus the aggregate amount of interest on such Subordinated PIK Debt paid in kind or through accretion or capitalization; provided that for purposes of this Section 7.2(n), any Subordinated PIK Debt in the form of redeemable preferred stock of Holdings shall be deemed to constitute Indebtedness;

(o)  Indebtedness under Swap Agreements permitted pursuant to Section 7.12 and Cash Management Obligations; and

(p)  Indebtedness of the Borrower that may be deemed to exist under any acquisition agreement pertaining to acquisitions consummated prior to the Closing Date.

7.3Liens.  Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:

(a)  Liens for taxes, assessments, charges or other governmental levies not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;

(b)  carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 60 days or that are bonded off and being contested in good faith by appropriate proceedings;

(c)  pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability insurance carriers under insurance or self insurance arrangements;

(d)  deposits to secure the performance of bids, Lenders, trade contracts (other than for borrowed money), leases, statutory obligations, contractual or warranty obligation, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e)  easements, rights-of-way, restrictions and other similar encumbrances that, in the aggregate, do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;

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(f)  Liens in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased;

(g)  Liens securing Indebtedness of the Borrower or any of its Subsidiaries incurred pursuant to Section 7.2(e) solely to finance the acquisition or construction of new equipment, fixed assets or real property or the refinancing of real property (including any Indebtedness under the U.S. Bank Facility), provided that, (i) such Liens shall be created (other than in connection with real property refinancings) within 90 days after the acquisition of such new equipment, fixed assets or real property and (ii) such Liens do not at any time encumber any property other than the equipment, fixed assets or real property financed by such Indebtedness;

(h)  Liens created pursuant to the Security Documents;

(i)  contractual or statutory Liens of landlords and Liens of suppliers (including sellers of goods) and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business;

(j)  rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions whether arising by contract or operation of law, incurred in the ordinary course of business so long as such deposits are not intended to be collateral for any obligations;

(k)  Liens attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Acquisition;

(l)  Liens arising from precautionary UCC financing statements regarding operating leases not constituting Indebtedness or consignments;

(m)  Liens securing Indebtedness permitted hereunder on property or assets acquired pursuant to a Permitted Acquisition or permitted Investment, or on property or assets of a Subsidiary of the Borrower in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition or permitted Investment, provided that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition or permitted Investment and do not attach to any other asset of the Borrower or any of its Subsidiaries;

(n)  Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(o)  Liens encumbering customary initial deposits and margin deposits, and similar Liens and margin deposits, and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business;

(p)  Liens incurred in connection with the purchase or shipping of goods or assets on the related goods or assets and proceeds thereof in favor of the seller or shipper of such goods or assets;

(q)  Liens in favor of customs and revenues authorities which secure payment of customs duties in connection with the importation of goods;

(r)  Liens arising out of judgments or awards not constituting an Event of Default under Section 8(h);

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(s)  any interest or title of a licensor, sublicensor, lessor or sublessor under any license or lease agreement in the ordinary course of business not interfering with the business of the Borrower or any of its Subsidiaries;

(t)  licenses, sublicenses, leases or subleases granted to third Persons in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries;

(u)  Liens which arise under Article 4 of the UCC on items in collection and documents and proceeds related thereto;

(v)  Liens incurred in the ordinary course of business of the Borrower or any Subsidiary not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $5,000,000 at any one time; and

(w)  any escrow arrangement in respect of the obligations of Holdings and its Subsidiaries under the Magellan Note Documents, so long as the funds funded into escrow do not exceed the amount outstanding under the Magellan Note plus interest expected to accrue thereon during a period not to exceed two years.

7.4Fundamental Changes.  Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except that:

(a)  any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving corporation);

(b)  any Subsidiary of the Borrower may Dispose of any or all of its assets (i) to the Borrower or any Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (ii) pursuant to a Disposition permitted by Section 7.5; and

(c)  any Investment expressly permitted by Section 7.8 may be structured as a merger, consolidation or amalgamation.

7.5Disposition of Property.  Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

(a)  the Disposition of obsolete or worn out property in the ordinary course of business;

(b)  the Disposition of Cash Equivalents and sale of inventory in the ordinary course of business;

(c)  Dispositions permitted by clause (i) of Section 7.4(b);

(d)  the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor;

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(e)  the Disposition of other property (other than a Home Sale) in the aggregate having a book value not exceeding (i) 10% of the consolidated tangible assets of the Borrower and its Subsidiaries in any fiscal year of the Borrower or (ii) 15% of the consolidated tangible assets of the Borrower and its Subsidiaries in the aggregate from and after the Closing Date (with consolidated tangible assets being determined at the time of any such Disposition by reference to the most recent consolidated financial statements delivered pursuant to Section 6.1); provided that not less than 75% of the total consideration for any such Disposition shall be paid to the Borrower in cash or within 180 days after the consummation of such disposition is reasonably expected to and shall be converted into cash;

(f)  Home Sales and Asset Sales by Borrower or any of its Subsidiaries the Net Cash Proceeds of which do not exceed $5,000,000 in the aggregate in any fiscal year;

(g)  any of the Borrower and its Subsidiaries may transfer assets to the Borrower or any Subsidiary Guarantor;

(h)  any of the Borrower and its Subsidiaries shall be permitted to make Permitted Dispositions;

(i)  any of the Borrower and its Subsidiaries shall be permitted to sell or otherwise dispose of property and other assets in connection with Sale Leaseback Transactions permitted hereunder; and

(j)  other Home Sales involving real property sold in the sale-leaseback type transactions that do not qualify as a Sale Leaseback Transaction hereunder so long as such real property has been acquired by any Loan Party after the date hereof and the Net Cash Proceeds of such Home Sales are used to make prepayments of any outstanding Revolving Loans.

To the extent the Required Lenders waive the provisions of this Section with respect to the sale or other disposition of any Collateral, or any Collateral is sold or disposed of as permitted by this Section, such Collateral in each case shall be sold or otherwise disposed of free and clear of the Liens created by the Loan Documents and the Administrative Agent shall take such actions in accordance with Section 10.14 as are appropriate in connection therewith.

7.6Restricted Payments.  Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (collectively, “Restricted Payments”), except that:

(a)  any Subsidiary may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor;

(b)  (i) so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may pay dividends to Holdings to permit Holdings to purchase Holdings’ Capital Stock from present or former officers or employees of any Group Member, their estates and their heirs upon the death, disability or termination of employment of such officer or employee, provided, that the aggregate amount of payments under this clause (i) after the date hereof (net of any proceeds received by Holdings and contributed to the Borrower after the date hereof in connection with resales of any Capital Stock) shall not exceed either (x) $3,000,000 in cash in the

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aggregate during any fiscal year plus (A) the balance of any such $3,000,000 limit not used in any fiscal year (which may be used in any subsequent fiscal year), (B) the amount of any equity contribution made to the Borrower for the purpose of such repurchase, and (C) the proceeds of any key-man life insurance with respect to such employee paid to Holdings, the Borrower or any of its Subsidiaries; or (y) $10,000,000 in cash in the aggregate for 2004 and all fiscal years thereafter and (ii) the Borrower may pay dividends to Holdings to permit Holdings to pay Management Fees. 

(c)  the Borrower may pay dividends to provide for the payment for customary corporate indemnities owing to directors of Holdings, the Borrower, its Subsidiaries or any of their Affiliates in the ordinary course of business;

(d)  Holdings may make Restricted Payments in the form of repurchases of its Capital Stock deemed to occur upon the non cash exercise of stock options and warrants;

(e)  Holdings or the Borrower may make other Restricted Payments made with Net Cash Proceeds of the issuance by it of Permitted Capital Stock not required to be applied to the prepayment of Loans pursuant to Section 2.11;

(f)  Holdings and its Subsidiaries may pay dividends through issuance of Permitted Capital Stock and may redeem any Capital Stock in exchange for other Permitted Capital Stock;

(g)  the Borrower may make Restricted Payments to Holdings to enable it to make payments required to be made by it pursuant to any acquisition agreement pertaining to acquisitions by the Borrower and its Subsidiaries consummated prior to the Closing Date and Permitted Acquisitions by the Borrower and its Subsidiaries thereafter;

(h)  the Borrower may directly or indirectly make distributions to Holdings or make payments on behalf of Holdings, to the extent necessary to pay the taxes and the operating and administrative expenses of Holdings incurred in the ordinary course of its business including, without limitation, reasonable directors’ fees and expenses; and

(i)  the Borrower may make Restricted Payments to Holdings to enable it to redeem, and Holdings may redeem, for cash up to all of Holdings’ issued and outstanding Class A Preferred Stock, par value $.01 per share; provided that redemption notices shall have been delivered on or about the Closing Date .

7.7Capital Expenditures.  Make or commit to make any Capital Expenditure, (a) except (a) Capital Expenditures of the Borrower and its Subsidiaries not exceeding $20,000,000 in fiscal year 2005; not exceeding $22,500,000 in fiscal year 2006; not exceeding $25,000,000 for fiscal year 2007; not exceeding $27,500,000 in fiscal year 2008, and not exceeding $30,000,000 in any fiscal year thereafter; provided, that (i) up to 100% of any such amount referred to above, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year and (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be deemed made, first, in respect of amounts carried over from the prior fiscal year pursuant to clause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above, (b) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount, (c) Capital Expenditures made with the proceeds of equity contributions; and (d) Capital Expenditures made with proceeds obtained through third party financing permitted hereunder.

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7.8Investments.  Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”), except in the case of Holdings and any of its Subsidiaries (other than any Insurance Subsidiary unless otherwise expressly included in this Section 7.8 or permitted by Section 7.17):

(a)  accounts receivable and other extensions of trade credit by the Borrower and its Subsidiaries in the ordinary course of business and advances made to Alliance Human Services in the ordinary course of business;

(b)  Investments in Cash Equivalents;

(c)  Guarantee Obligations permitted by Section 7.2;

(d)  Investments in assets useful in the business of the Borrower and its Subsidiaries made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount;

(e)  intercompany Investments by any Group Member in the Borrower or any Person that, prior to such investment, is a Wholly Owned Subsidiary Guarantor;

(f)  existing Investments as listed on Schedule 7.8(g);

(g)  Capital Expenditures to the extent permitted under this Agreement;

(h)  Permitted Acquisitions;

(i)  the formation of and Investments in new Subsidiaries of the Borrower (other than Permitted Foreign Subsidiaries and Insurance Subsidiaries) and in connection with Permitted Acquisitions, provided that (i) such Subsidiary is owned by the Borrower or a Subsidiary Guarantor, (ii) the Borrower shall have notified the Administrative Agent at least ten Business Days prior to the formation or acquisition of any such Subsidiary, (iii) such Subsidiary shall be engaged in a permitted business of the Borrower or its Subsidiaries hereunder and (iv) as of the date of the formation or acquisition of any such Subsidiary and the Investment therein, and after giving effect thereto, (A) such new Subsidiary and its parent shall have entered into any and all agreements (in form and substance reasonably satisfactory to the Administrative Agent) necessary to comply with Section 6.9, and the Administrative Agent shall be satisfied that all Liens required to be granted in the assets and ownership interests of such new Subsidiary under such Section 6.9 have been granted or pledged and have been perfected and are subject only to permitted Liens hereunder, and (B) without limiting the generality of the foregoing, no Event of Default shall have occurred and be continuing;

(j)  Investments by Holdings, the Borrower or any of their respective Subsidiaries in the Borrower or any Person that is a Subsidiary Guarantor;

(k)  the Borrower and its Subsidiaries may receive and own Capital Stock or other investments acquired as non-cash consideration pursuant to dispositions permitted under Section 7.5;

(l)  the Borrower and its Subsidiaries may make pledges and deposits permitted under Section 7.3;

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(m)  the Borrower and its Subsidiaries may make investments and guarantees expressly permitted under Sections 7.2, 7.4, 7.5 and 7.6;

(n)  the Borrower and its Subsidiaries may make an advance or an investment that could otherwise be made as a Restricted Payment to the extent the related advance or investment would be permitted under Section 7.6 (it being understood that any such advance or investment shall be deemed to be and shall count as a Restricted Payment for purposes of Section 7.6);

(o)  the Borrower and its Subsidiaries may hold Investments to the extent such Investments reflect an increase in the value of Investments and would otherwise exceed the limitations herein;

(p)  Investments consisting of endorsements for collection or deposit in the ordinary course of business;

(q)  Investments in deposit accounts opened and maintained in the ordinary course of business;

(r)  Holdings and the Borrower may acquire and hold promissory notes of employees of Holdings or its Subsidiaries in connection with such Person’s purchase of Permitted Capital Stock of Holdings;

(s)  Investments received in connection with any bankruptcy or reorganization of, or any good faith settlement of delinquent accounts and disputes with, any customer or supplier arising in the ordinary course of business;

(t)  the Borrower may enter into Swap Agreements that are not speculative in nature to the extent permitted hereunder;

(u)  any Investments relating to deferred compensation of Holdings, the Borrower and their respective Subsidiaries;

(v)  Investments by the Borrower and its Subsidiaries in Permitted Acquisitions made with the proceeds of any Reinvestment Deferred Amounts;

(w)  Investments by the Borrower or any Subsidiary of the Borrower in any Permitted Foreign Subsidiary (including the formation thereof), which, together with Indebtedness of Foreign Subsidiaries permitted to be outstanding pursuant to Section 7.2(h) does not exceed $3,000,000 at any time outstanding;

(x)  Investments by the Borrower or any Wholly-Owned Subsidiary in any Insurance Subsidiary (including in respect of the formation thereof) solely to the extent permitted by Section 7.18(b);

(y)  other Investments not listed above, including, without limitation other credit and other extensions of credit arising in the ordinary course of the Borrower’s business, in an aggregate amount not to exceed the sum of $10,000,000 at any one time; provided that any such Investment which later qualifies as a Permitted Acquisition shall not be counted against such amount but shall be counted towards Permitted Acquisition amounts; provided further that Investments representing loans and advances to employees of any Group Member (including for travel, entertainment and relocation expenses) shall not exceed $2,000,000 in the aggregate at any one time outstanding; and

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(z)  Investments in connection with escrow arrangements permitted pursuant to Section 7.3(w).

The amount of any Investment shall be the initial amount of such Investment and any addition thereto and distributions received in respect of such Investment.

7.9Optional Payments and Modifications of Certain Debt Instruments.  (a)  Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Subordinated Notes or any Subordinated PIK Debt; provided that the Borrower may pay, prepay, repurchase or redeem the Senior Subordinated Notes with Net Cash Proceeds received by it from the issuance of Capital Stock that are not required to be used to prepay the Tranche B Loans, the Revolving Loans and the L/C Obligations pursuant to Section 2.11(d); (b) amend, modify, waive or otherwise change, or consent or agree to any material amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes that is materially adverse to the Lenders; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the purposes of the Senior Subordinated Note Indenture.

7.10Transactions with Affiliates.  Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Holdings, the Borrower or any Wholly Owned Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of the relevant Group Member, and (c) upon fair and reasonable terms no less favorable to the relevant Group Member than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate.  Notwithstanding the foregoing, (i) Holdings and its Subsidiaries may pay to MDP Holder fees pursuant to a management agreement approved by the board of directors of Holdings in an aggregate amount not to exceed $250,000 in any fiscal year of Holdings (the “Management Fees”) and expenses and indemnities in connection therewith (which fees, but not expenses or indemnities, may only be paid when no Event of Default has occurred and is continuing) and the Borrower and its Subsidiaries may pay customary fees to, and the out-of-pocket expenses of its board of directors and may provide customary corporate indemnities for the benefit of members of its board of directors.

7.11Sales and Leasebacks.  Enter into any arrangement with any Person providing for the leasing by any Group Member of any real property for a term of more than five years or containing an obligation of such Group Member to repurchase such real property from such Person, which real property has been or is to besold or transferred by such Group Member to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of such Group Member (any such transaction a “Sale Leaseback Transaction”) except any Sale Leaseback Transaction (a) the Net Payment Amount in respect of which, together with the aggregate Net Payment Amount of all other Sale Leaseback Transactions since the date hereof and Indebtedness then outstanding pursuant to Section 7.2(g) and (h), does not exceed $30,000,000, (b) which, if such Sale Leaseback Transaction involves real property owned by any Loan Party on the date hereof (an “Existing Property Sale Leaseback Transaction”), (i) includes sale consideration for such real property of not less than 75% of the fair market value thereof and (ii) is accompanied by a prepayment to the extent required by Section 2.11(b), and (c) which, if such Sale Leaseback Transaction involves real property acquired by any Loan Party after the date hereof, is accompanied by a voluntary prepayment of any Revolving Loans outstanding equal to the Net Cash Proceeds realized therefrom (or, if less, the aggregate principal amount of such Revolving Loans).

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7.12Swap Agreements.  Enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those in respect of Capital Stock or, except as provided in clause (b) below, the Senior Subordinated Notes) and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary.

7.13Changes in Fiscal Periods.  Permit the fiscal year of the Borrower or Holdings to end on a day other than September 30 or change the Borrower’s or Holdings’ method of determining fiscal quarters.

7.14Negative Pledge Clauses.  Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents and (b) any agreements governing any Indebtedness secured by Liens permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Lien).

7.15Clauses Restricting Subsidiary Distributions.  Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the Senior Subordinated Notes Indenture and the U.S. Bank Facilityand (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

7.16Lines of Business.  Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related or ancillary thereto, it being understood and acknowledged that any Insurance Subsidiary shall be the only entity conducting insurance business (and business reasonably related thereto) and that any Insurance Subsidiary shall be engaged for the underwriting of insurance policies for the Borrower and its Subsidiaries and each of such Person’s respective employees, officers or directors.  As to Holdings, enter into any business except for holding all of the Capital Stock of the Borrower and other transactions specifically permitted hereunder.  In connection therewith, Holdings shall have no liabilities other than its liabilities under the Loan Documents and other transactions specifically permitted hereunder, tax liabilities incurred in the ordinary course of business, and administrative expenses incurred in the ordinary course of business.

7.17Insurance Subsidiary Investments.  Permit the Insurance Subsidiary to make any Investment in any Person except:

(a)  Investments in Cash Equivalents;

(b)  Investments in deposit accounts opened and maintained in the ordinary course of business; and

(c)  Investments in accounts receivable in the ordinary course of business; and

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(d)  Investments in notes or bonds (including interest only notes or bonds) in an aggregate amount up to $5,000,000 that are rated at least BBB- by S&P or Baa3 by Moody’s at the time of purchase; provided that an aggregate amount up to $3,000,000 of such Investments shall have a rating of at least A by S&P or A2 by Moody’s at the time of purchase.

7.18Insurance Subsidiary.  (a)   Permit the Insurance Subsidiary to enter into any (or renew, extend or materially modify any existing) reinsurance or stop-loss insurance arrangements except in the ordinary course of business with reinsurers rated as least “A-” by A.M. Best & Co. or reinsurers whose obligations to the Insurance Subsidiary are secured by letters of credit or other collateral reasonably acceptable to the board of directors of the Insurance Subsidiary or (b) permit any Investment in the Insurance Subsidiary, except for Investments in an aggregate amount not in excess of $10,000,000; provided that such amount may be increased by non-material amounts in the discretion and with the approval of the Administrative Agent and, so long as it is a Lender, Bank of America, as Syndication Agent (for the avoidance of doubt, such Investments shall exclude any expenses and premiums paid to the Insurance Subsidiary by any Group Member in the ordinary course of such Group Member’s business).

SECTION 8.EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a)  the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document, within three Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or

(b)  any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any materially adverse respect on or as of the date made or deemed made; or

(c)  any Loan Party shall default in the observance or performance of any agreement contained in clause (i) or (ii) of Section 6.4(a) (with respect to Holdings and the Borrower only), Section 6.7(a) or Section 7 of this Agreement or Sections 5.5 and 5.7(b) of the Guarantee and Security Agreement; or

(d)  any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days after the earlier of knowledge thereof by a Responsible Officer of a Loan Party or notice to the Borrower from the Administrative Agent or the Required Lenders; or

(e)  any Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans and L/C Obligations and the Magellan Note) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness (excluding the Loans and L/C Obligation and the Magellan Note), beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created and such default has not been waived; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or

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relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable and such default has not been waived; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $12,000,000; or

(f)  (i) any Group Member shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Group Member shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Group Member any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against any Group Member any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Group Member shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Group Member shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g)  (i) any Person shall engage in any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower or any Commonly Controlled Entity shall incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other similar event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, would, in the reasonable opinion of the Required Lenders, reasonably be expected to have a Material Adverse Effect; or

(h)  one or more judgments or decrees shall be entered against any Group Member involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $7,500,000 or more, and all such

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judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 45 days from the entry thereof; or

(i)  any of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or

(j)  the guarantee contained in Section 2 of the Guarantee and Security Agreement shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or

(k)  a Change of Control or a Specified Change of Control shall occur; or

(l)  the Senior Subordinated Notes or the guarantees thereof shall cease, for any reason, to be validly subordinated to the Obligations or the obligations of the Subsidiary Guarantors under the Guarantee and Security Agreement, as the case may be, as provided in the Senior Subordinated Note Indenture, or any Loan Party, any Affiliate of any Loan Party, the trustee in respect of the Senior Subordinated Notes or the holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes shall so assert;

(m)  any Governmental Authority shall commence a hearing on the renewal of any material license, consent, authorization, permit, certificate, franchise held by any the Borrower, any of its Subsidiaries, or professional employee, officer, director or contractor of any the Borrower or any of its Subsidiaries if there is a significant probability that the result thereof will be the termination, revocation, suspension or material adverse amendment of any such license, consent, authorization, permit, certificate, franchise that would have a Material Adverse Effect;

(n)  any Governmental Authority shall commence a formal proceeding seeking the termination, suspension or revocation of any license, consent, authorization, permit, certificate, franchise held by the Borrower, any of its Subsidiaries, or professional employee, officer, director or contractor of the Borrower or any Subsidiary of the Borrower if the result thereof is reasonably likely to be the termination, suspension or revocation of any license, consent, authorization, permit, certificate, franchise that would have a Material Adverse Effect; or

(o)  or any Insurance Subsidiary shall become subject to any conservation, rehabilitation, liquidation order, directive or mandate issued by any Governmental Authority which could reasonably be expected to have a Material Adverse Effect;

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken:  (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon)

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and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable.  With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit.  Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents.  After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).  Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.

SECTION 9.THE AGENTS

9.1Appointment.  Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto.   Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

9.2Delegation of Duties.  The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.

9.3Exculpatory Provisions.  Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder.  The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or

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conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

9.4Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to Holdings or the Borrower), independent accountants and other experts selected by the Administrative Agent.  The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent.  The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.  The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

9.5Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Lender, Holdings or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.  In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders.  The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

9.6Non-Reliance on Agents and Other Lenders.  Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender.  Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement.  Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates.  Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or

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otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

9.7Indemnification.  The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by Holdings or the Borrower and without limiting the obligation of Holdings or the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence, bad faith or willful misconduct.  The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

9.8Agent in Its Individual Capacity.  Each Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent.  With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

9.9Successor Administrative Agent.  The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower.  If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans.  If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders and Borrower, as applicable, appoint a successor agent as provided for above.  After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.  Notwithstanding the foregoing, the retiring Administrative Agent shall continue to hold the Collateral created by the Loan Documents for the benefit of the Lenders until the successor Administrative Agent has been effectively appointed pursuant to this paragraph.

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9.10Co-Documentation Agents and Syndication Agent.  Neither the Co-Documentation Agents nor the Syndication Agent shall have any duties or responsibilities hereunder in its capacity as such.

SECTION 10.MISCELLANEOUS

10.1Amendments and Waivers.  Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1.  The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment (but not prepayment) in respect of any Tranche B Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Majority Facility Lenders of each adversely affected Facility) and (y) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment, in each case without the written consent of each Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of any mandatory reductions of Commitments shall not constitute an increase of Commitment of any Lender and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of any Lender) directly affected thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Subsidiary Guarantors (or Subsidiary Guarantors owning all or substantially all of the Collateral) from their obligations under the Guarantee and Security Agreement or the Borrower from its obligations under the Borrower Security Agreement, in each case without the written consent of all Lenders; (iv) amend, modify or waive any provision of Section 2.17 without the written consent of the Majority Facility Lenders in respect of each Facility adversely affected thereby; (v) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written consent of all Lenders under such Facility; (vi) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (vii) amend, modify or waive any provision of Section 2.6 or 2.7 without the written consent of the Swingline Lender; (viii) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender or (ix) alter the required application of any prepayments or repayments (or commitment reductions), as between the various Facilities pursuant to Section 2.11(e) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment or commitment reduction so long as the application, as among the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), without the consent of the Majority Facility Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction.  Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan

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Parties, the Lenders, the Administrative Agent and all future holders of the Loans.  In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the then Required Lenders, the Majority Facility Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Tranche B Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Majority Facility Lenders.

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Tranche B Term Loans (as defined below) to permit the refinancing, replacement or modification of all outstanding Tranche B Term Loans (“Refinanced Tranche B Term Loans”) with a replacement “B” term loan tranche hereunder (“Replacement Tranche B Term Loans”), provided that (a) the aggregate principal amount of such Replacement Tranche B Term Loans (with appropriate adjustments to take into account any upfront fees or original issue discount) shall not exceed the aggregate principal amount of such Refinanced Tranche B Term Loans, (b) the Applicable Margin for such Replacement Tranche B Term Loans shall not be higher than the Applicable Margin for such Refinanced Tranche B Term Loans, (c) the weighted average life to maturity of such Replacement Tranche B Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Tranche B Term Loans at the time of such refinancing, and (d) the Lenders providing the relevant Replacement Tranche B Term Loans shall have the same relative rights and priorities under the Loan Documents as the Lenders of the Refinanced Tranche B Term Loans at the time of such refinancing.

If the Borrower wishes to replace the Loans or Commitments under any Facility with ones having different terms, it shall have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ advance notice to the Lenders under such Facility, instead of prepaying the Loans or reducing or terminating the Commitments to be replaced, to (i) require the Lenders under such Facility to assign such Loans or Commitments to the Administrative Agent or its designees and (ii) amend the terms thereof in accordance with this Section 10.1 (with such replacement, if applicable, being deemed to have been made pursuant to this Section 10.1).  Pursuant to any such assignment, all Loans and Commitments to be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same manner as would be required if such Loans were being optionally prepaid or such Commitments were being optionally reduced or terminated by the Borrower), accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to Section 2.20 or 10.6.  By receiving such purchase price, the Lenders under such Facility shall automatically be deemed to have assigned the Loans or Commitments under such Facility pursuant to the terms of the form of Assignment and Assumption attached hereto as Exhibit E, and accordingly no other action by such Lenders shall be required in connection therewith.  The provisions of this paragraph are intended to facilitate the maintenance of the perfection and priority of existing security interests in the Collateral during any such replacement.

10.2Notices.  All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after

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being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of Holdings, the Borrower and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:

Holdings and Borrower:	National Mentor, Inc. 313 Congress Street Boston, MA  02210
	Attention:  Edward M. Murphy, President
	Telecopy:  (617) 790-4271
	Telephone: (617) 790-4800
	Madison Dearborn Partners, Inc. 3 First National Plaza Chicago, IL  60603
	Attention:  Nicholas W. Alexos
	Telecopy:  (312) 895-1256
	Telephone: (312) 895-1100
	Kirkland & Ellis LLP 200 East Randolph Drive Chicago, IL  60601
	Attention:  Sanford E. Perl, P.C.
	Telecopy:  (312) 861-2291
	Telephone: (312) 861-2298
Administrative Agent:	JPMorgan Chase Bank 1111 Fannin Street 10th Floor Houston, TX 77002
	Attention: Cherry Arnaez, Loan and Agency Services
	Telecopy:  713-750-2789
	Telephone: 713-750-2782
	JPMorgan Chase Bank 270 Park Avenue New York, NY 10017 Fax: 212-270-3279 Phone: 212-270-2472 Attention: Dawn Lee Lum Email: dawn.leelum@jpmorgan.com

provided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be effective until received.

Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the

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Administrative Agent and the applicable Lender.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

10.3No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.4Survival of Representations and Warranties.  All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

10.5Payment of Expenses and Taxes.  The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee.  Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower

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agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee, except to the extent such claims, demands, penalties, fines, liabilities, settlements, damages, costs, and expenses of whatever kind or nature, under or related to Environmental Laws, are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. In the case of any investigation, litigation or other proceeding to which the indemnity in clause (d) of this Section applies, such indemnity shall be effective whether or not such investigation, litigation or other proceeding is brought by a third party or any Group Member or an Indemnified Party, and whether or not an Indemnified Party is otherwise a party thereto.  All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor.  Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent.  The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

10.6Successors and Assigns; Participations and Assignments.  (a)   The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.

(b)  (i)  Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of:

(A) the Borrower (such consent not to be unreasonably withheld or delayed), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default has occurred and is continuing, any other Person;

(B) the Administrative Agent (such consent not to be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund; and

(C)  the Issuing Lender, provided that no consent of the Issuing Lender shall be required for an assignment of all or any portion of a Tranche B Term Loan.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (or, in the case of the Tranche B Term Facility, $1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent, provided that (1) no such

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consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire.

For the purposes of this Section 10.6, “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.5).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv)  The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(v)  Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register.  No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)  (i)  Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the

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performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant.  Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.18, 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7(b) as though it were a Lender, provided such Participant shall be subject to Section 10.7(a) as though it were a Lender.

(ii)  A Participant shall not be entitled to receive any greater payment under Section 2.18 or 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.  Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 2.19 unless such Participant complies with Section 2.19(d). 

(d)    Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender (and any initial or subsequent pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights as collateral security to secure obligations of such Person), including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

(e)    The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.

(f)    Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 10.6(b).  Each of Holdings, the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

(g)    Notwithstanding anything to the contrary contained herein, if at any time JPMorgan Chase Bank or Bank of America assigns all of its Commitment and Loans pursuant to this Section, JPMorgan Chase Bank or Fleet National Bank (in the event Bank of America assigns all of its Commitment and Loans), as applicable, may, upon 90 days’ notice to the Borrower and the Administrative Agent, resign as the Issuing Lender.  In the event of any such resignation as Issuing Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender

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hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of JPMorgan Chase Bank or Fleet National Bank, as applicable, as Issuing Lender.  If JPMorgan Chase Bank or Fleet National Bank resigns as Issuing Lender, it shall retain all the rights and obligations of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all L/C Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to Section 3.4).

10.7Adjustments; Set-off.  (a)  Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefitted Lender”) shall, receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b)  In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right after the occurrence and during the continuance of an Event of Default, without prior notice to Holdings or the Borrower, any such notice being expressly waived by Holdings and the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Holdings or the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final other than payroll or trust accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of Holdings or the Borrower, as the case may be.  Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.8Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including Lender Addendums), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.  A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

10.9Severability.  Any provision of this Agreement that 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.

10.10Integration.  This Agreement and the other Loan Documents represent the entire agreement of Holdings, the Borrower, the Administrative Agent and the Lenders with respect to the

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subject matter hereof and thereof, 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.

10.11GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.12Submission To Jurisdiction; Waivers.  Each of Holdings and the Borrower hereby irrevocably and unconditionally:

(a)  submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b)  consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)  agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to Holdings or the Borrower, as the case may be at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d)  agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e)  waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

10.13Acknowledgements.  Each of Holdings and the Borrower hereby acknowledges that:

(a)  it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b)  neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to Holdings or the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and Holdings and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c)  no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among Holdings, the Borrower and the Lenders.

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10.14Releases of Guarantees and Liens.  (a)  Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below.

(b)  At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than obligations under or in respect of Swap Agreements) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

10.15Confidentiality.  Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by or on behalf of any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any affiliate thereof, (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (i) in connection with the exercise of any remedy hereunder or under any other Loan Document or (j) with the consent of the Borrower; provided, however, that with respect to disclosures pursuant to clauses (d), (e) and (f) of this Section (other than disclosures pursuant to routine regulatory examinations), unless prohibited by applicable Requirements of Law or court order, each Lender, the Issuing Bank and the Administrative Agent shall (x) notify the Borrower of any request by any Governmental Authority or representative thereof or other Person for disclosure of confidential and non-public information after receipt of such request and (y) if such disclosure of such confidential or non-public information is legally required, furnish only such portion of such information as it is legally compelled to disclose and exercise commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed information.

10.16WAIVERS OF JURY TRIAL.  HOLDINGS, THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.17USA PATRIOT Act.  Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record

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information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

10.18Certain Matters Relating to the Existing Credit Agreement  (a) As of the date hereof, (i) NMLLC, as borrower under the Existing Credit Agreement hereby assigns, transfers and conveys to the Borrower all of its present and future right, title and interest as such borrower (but not as grantor of collateral) in, under and with respect to the Existing Credit Agreement and the other documents defined as “Loan Documents” in the Existing Credit Agreement to which NMLLC is a party, (ii) the Borrower hereby assumes all of the duties and obligations of NMLLC, as such borrower pursuant to the Existing Credit Agreement and such other documents and confirms that it shall be party to the Existing Credit Agreement and such other documents and shall be bound by all the terms thereof as if named therein as “Borrower”, (iii) NMLLC hereby agrees that it shall hereafter be a guarantor under the “Guarantee and Security Agreement” as defined in the Existing Credit Agreement, and (iv) each Lender hereby consents to the assignment and assumption described in clauses (i) and (ii) above.

(b)  As of the date hereof, (i) Fleet National Bank resigns as Administrative Agent under the Existing Credit Agreement (the “Retiring Administrative Agent”) and assigns, transfers and conveys all of its rights, title and interest as “Administrative Agent” into and under the Existing Borrower Security Agreement (as defined in the Borrower Security Agreement) and the Existing Guaranty and Security Agreement (as defined in the Guaranty and Security Agreement) to the Successor Administrative Agent (as defined below), and (ii) each Lender hereby irrevocably designates and appoints JPMorgan Chase Bank as Administrative Agent hereunder (the “Successor Administrative Agent”). The Retiring Administrative Agent shall be entitled to (A) the benefits of all covenants, representations, warranties, reimbursement obligations and indemnities in its favor to which the Retiring Administrative Agent would be entitled under Section 9 of the Existing Credit Agreement upon its resignation as Administrative Agent and (B) the benefits of all covenants, representations, warranties, reimbursement obligations and indemnities in its favor which would, by the terms of the “Loan Documents” as defined in the Existing Credit Agreement , survive the date of this Agreement if the Existing Credit Agreement had been terminated on the date hereof and without giving effect to the resignation of the Retiring Administrative Agent provided for herein.  The Borrower, the Retiring Administrative Agent, the Successor Administrative Agent, and each Lender hereby consent to the resignation of the Retiring Administrative Agent and the appointment of the Successor Administrative Agent and confirm that such resignation and appointment shall be valid notwithstanding any non-compliance with the provisions of the Existing Credit Agreement in connection therewith, including, without limitation, the requirement that the Retiring Administrative Agent give 30 days prior written notice of its resignation as required by Section 9.9 of the Existing Credit Agreement.

Each of the Retiring Administrative Agent, the Successor Administrative Agent and the Lenders hereby terminates (i) the Intercreditor and Subordination Agreement dated as of May 1, 2003 among Holdings, NMLLC and Fleet National Bank and (ii) the Affiliate Subordination Agreement dated as of May 1, 2003 among MDP Holder, the other entities listed as “Creditors” on the signature pages thereto, Holdings, NMLLC and Fleet National Bank.

10.19No Novation.  This Agreement is an amendment and restatement of the Existing Credit Agreement.  The Notes delivered by the Borrower to the Lenders on the Closing Date are given in renewal and rearrangement of, and substitution for, but not in payment of, the “Notes” (as defined in the Existing Credit Agreement) issued to the Lenders in their respective capacities as “Lenders” under (and as defined in) the Existing Credit Agreement, whether as an original holder or as an assignee thereof (the “Existing Notes”) it being acknowledged and agreed that the Indebtedness evidenced by the Existing Credit Agreement and the Existing Notes constitutes the same Indebtedness evidenced by this Agreement

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and the Notes delivered pursuant hereto and that this Agreement and such Notes are in no way intended to constitute a novation of the Existing Credit Agreement or the Existing Notes or the principal amount of outstanding Indebtedness evidenced thereby.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

NATIONAL MENTOR HOLDINGS, INC.
By:	/s/ John W. Gillespie
	Name:
	Title:
NATIONAL MENTOR, INC.
By:	/s/ John W. Gillespie
	Name:
	Title:

Amended and Restated Credit Agreement

JPMORGAN CHASE BANK, as Administrative
Agent, an Issuing Lender and as a Lender
By:	/s/ Gary L. Spevack
	Name:  Gary L. Spevack
	Title:  Vice President
	JPMorgan Chase Bank

Amended and Restated Credit Agreement

BANK OF AMERICA, N.A., as Syndication Agent and
as a Lender
By:	/s/ Gabriela Millhorn
	Name:  Gabriela Millhorn
	Title:  Principal

Amended and Restated Credit Agreement

DYMAS FUNDING COMPANY, LLC, as
Co-Documentation Agent
By: Dymas Capital Management Company, LLC
Its: Manager
By:	/s/ Andrew D. Marek
	Name:  Andrew D. Marek
	Title:  Managing Director

Amended and Restated Credit Agreement

GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Documentation Agent and as a Lender
By:	/s/ Steve J. Warner
	Name:  Steve J. Warner
	Title:  Duly Authorized Signatory

Amended and Restated Credit Agreement

UBS LOAN FINANCE LLC
By:	/s/ Wilfred V. Saint
	Name:  Wilfred V. Saint
	Title:	Director
		Banking Products Services, US
By:	/s/ Salloz Sikka
	Name:  Salloz Sikka
	Title:	Associate Director
		Banking Products Services, US

Amended and Restated Credit Agreement

MERRILL LYNCH CAPITAL, as Co-Documentation
Agent and as a Lender
By:	/s/ Clare Bailhe
	Name:  Clare Bailhe
	Title:  Director

Amended and Restated Credit Agreement

FLEET NATIONAL BANK, a Bank of America Company, as an Issuing Lender and as administrative agent under the Existing Credit Agreement
By:	/s/ Gabriela Millhorn
	Name:  Gabriela Millhorn
	Title:  Principal

Amended and Restated Credit Agreement

[LENDER]
By:	/s/ John D. Rogers
	Name:  John D. Rogers
	Title:  Senior Vice President

Amended and Restated Credit Agreement

NATIONWIDE LIFE INSURANCE COMPANY
By:	/s/ Thomas S. Leggett
	Name:  Thomas S. Leggett
	Title:  Associate Vice President Public Bonds

Amended and Restated Credit Agreement

NATIONWIDE MUTUAL INSURANCE COMPANY
By:	/s/ Thomas S. Leggett
	Name:  Thomas S. Leggett
	Title:  Associate Vice President Public Bonds

Amended and Restated Credit Agreement

NATIONWIDE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT-B RETIREMENT
By:	/s/ Thomas S. Leggett
	Name:  Thomas S. Leggett
	Title:  Associate Vice President Public Bonds

Amended and Restated Credit Agreement

CIBC INC.
By:	/s/ George Knight
	Name:  George Knight
	Title:  Managing Director, CIBC World Markets Corp., as agent

Amended and Restated Credit Agreement

Denali Capital LLC, managing member of DC Funding
Partners LLC, portfolio manager for
DENALI CAPITAL CLO I, LTD.
By:	/s/ Robert M. Coseo
	Name:  Robert M. Coseo
	Title:  Managing Director

Amended and Restated Credit Agreement

Denali Capital LLC, managing member of DC Funding
Partners LLC, portfolio manager for
DENALI CAPITAL CLO III, LTD.
By:	/s/ Robert M. Coseo
	Name:  Robert M. Coseo
	Title:  Managing Director

Amended and Restated Credit Agreement

EX-10.2

Exhibit 10.2

NATIONAL MENTOR HOLDINGS, INC.

NATIONAL MENTOR, INC.,

as borrower

THE SEVERAL LENDERS
FROM TIME TO TIME PARTIES HERETO,

JPMORGAN CHASE BANK, N.A.

(formerly known as JPMORGAN CHASE BANK),
as administrative agent

and

J.P. MORGAN SECURITIES INC.

and

BANC OF AMERICA SECURITIES LLC,
as joint lead arrangers and joint bookrunners

FIRST AMENDMENT TO THE

AMENDED AND RESTATED CREDIT AGREEMENT

REFINANCING OF $174,562,500 TRANCHE B TERM LOAN FACILITY

March 30, 2005

FIRST AMENDMENT, dated as of March 30, 2005 (this “First Amendment”), to the Amended and Restated Credit Agreement, dated as of November 4, 2004 (the “Credit Agreement”), among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Holdings”), NATIONAL MENTOR, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions parties thereto (the “Existing Lenders” and, together with the Lenders providing the relevant Replacement Tranche B Term Loans (the “Replacement Tranche B Term Loan Lenders”), the “Lenders”), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”), and the other Agents parties thereto.

W I T N E S S E T H:

WHEREAS, the Borrower, the Existing Lenders and the Administrative Agent are parties to the Credit Agreement;

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders agree to amend the pricing of the Tranche B Term Loans under the Credit Agreement;

WHEREAS, the Lenders and the Administrative Agent are willing to agree to such amendment, but only upon the terms and subject to the conditions set forth herein; and

WHEREAS, the Borrower has asked J.P. Morgan Securities Inc. and Banc of America Securities LLC to act as joint lead arrangers and joint bookrunners for this First Amendment and J.P. Morgan Securities Inc. and Banc of America Securities LLC have agreed to serve in such capacities;

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 that are defined in the Credit Agreement are used herein as therein defined.

2.             Replacement of Tranche B Term Loans.

(a)           The Borrower acknowledges and agrees that (i) it wishes to reprice the Tranche B Term Loans in accordance with the pricing provided for in this First Amendment and (ii) with the consent of the Administrative Agent, and having given at least three Business Days’ advance notice to the Tranche B Term Loan Lenders, instead of prepaying the Tranche B Term Loans and borrowing new ones in order to effect such repricing, it has elected to require the Tranche B Term Loan Lenders not consenting to this First Amendment to assign their Tranche B Term Loans to the Administrative Agent and its designees and to amend with their consent and the consent of Tranche B Term Loan Lenders consenting to this First Amendment the pricing applicable to the Tranche B Term Loans as provided for in this First Amendment, all as permitted and contemplated by the last two paragraphs of Section 10.1 of the Credit Agreement.  Each of the Administrative Agent and its designees, and each existing Tranche B Term Loan Lender that consents to this First Amendment, shall automatically be deemed to be a Replacement Tranche B Term Loan Lender in accordance with the second to last paragraph of

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Section 10.1 of the Credit Agreement and no further action by such Tranche B Term Loan Lender shall be required.

(b)           The Administrative Agent and its designees as set forth on the signature pages hereto or in consents hereto (i) severally agree to purchase the Tranche B Term Loans being assigned as contemplated by paragraph (a) of this Section 2 on the First Amendment Effective Date (as defined below) in the respective principal amounts set forth with their signatures on such signature pages or consents and (ii) consent to the amendments to the Credit Agreement contained in this First Amendment.  Such purchase shall be made at par.  It is agreed, and notwithstanding any provision of the Credit Agreement to the contrary, that $174,000,000 of the Tranche B Term Loans shall be subject as of the First Amendment Effective Date to an Interest Period ending on May 9, 2005 and that the Eurodollar Rate applicable to such portion of the Tranche B Term Loans for such Interest Period shall be 2.77% per annum.  The remaining $562,500 of the Tranche B Term Loans shall be ABR Loans as of the First Amendment Effective Date.  The Borrower agrees to pay (i) accrued interest on the Tranche B Term Loans on the First Amendment Effective Date and (ii) any amounts due to the Tranche B Term Loan Lenders that are not Replacement Tranche B Term Loan Lenders pursuant to Section 2.20(c) of the Credit Agreement, as though the Tranche B Term Loans held by them had been prepaid on the First Amendment Effective Date.

(c)           By receiving such purchase price to be made at par, as provided in the last two paragraphs of Section 10.1, the Tranche B Term Loan Lenders not consenting to this First Amendment shall automatically be deemed to have assigned their Tranche B Term Loans pursuant to the terms of the form of Assignment and Assumption attached as Exhibit E to the Credit Agreement, and accordingly no other action by such Tranche B Term Loan Lenders shall be required in connection with such assignment or this First Amendment.

3.             Amendments to Section 1.1.

(a)           The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is hereby amended in its entirety as follows:

“Applicable Margin”:  for each Type of Loan, the rate per annum set forth under the relevant column heading below:

	ABR Loans	Eurodollar Loans
Revolving Loans and Swingline Loans	2.25%	3.25%
Tranche B Term Loans	1.50%	2.50%

; provided, that (i) with respect to the Revolving Loans and Swingline Loans, on and after the first Adjustment Date after the Closing Date and (ii) with respect to the Tranche B Term Loans, on or after the First Amendment Effective Date (as defined in the First Amendment, dated as of March 30, 2005), in each case, the Applicable

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Margin with respect to the Revolving Loans, Swingline Loans and Tranche B Term Loans will be determined pursuant to the Pricing Grid.

(b)           The definition of “Pricing Grid” contained in Section 1.1 of the Credit Agreement is hereby amended by replacing the “Pricing Grid for Tranche B Term Loans” as follows:

Pricing for Tranche B Term Loans:

Consolidated Leverage Ratio	Applicable Margin for Eurodollar Loans	Applicable Margin for ABR Loans
> 3.50 to 1.00	2.50%	1.50%
< 3.50 to 1.00	2.25%	1.25%

4.             Amendment to Section 2.10.  Section 2.10 of the Credit Agreement is hereby amended by adding the following provisio after the first proviso at the end of the first sentence thereof:

“provided further that, during the period from the First Amendment Effective Date (as defined in the First Amendment, dated March 30, 2005) to but excluding the first anniversary of the First Amendment Effective Date, any optional prepayment of the Tranche B Term Loans of any Lender using proceeds of Indebtedness incurred by the Borrower from a substantially concurrent issuance or incurrence of syndicated term loans provided by one or more banks or other financial institutions for which the interest rate payable thereon is lower than the Eurodollar Rate on the date of such optional prepayment plus the Applicable Margin with respect to the Tranche B Term Loans shall be accompanied by payment of a 1% prepayment premium on the principal amount of such Lender’s Tranche B Term Loan prepaid (unless such prepayment premium is waived by such Lender).”

5.             Conditions to Effectiveness of this First Amendment.  This First Amendment shall become effective upon the date (the “First Amendment Effective Date”) when the following conditions are satisfied:

(a)           First Amendment to Credit Agreement.  The Administrative Agent shall have received counterparts of this First Amendment or consents hereto (substantially in the form attached hereto as Exhibit A), duly executed and delivered by the Borrower and each Replacement Tranche B Term Loan Lender, provided that the Administrative Agent and its designees shall together have sufficient commitments to purchase all of the Tranche B Term Loans of the other Tranche B Term Loan Lenders that are not Replacement Tranche B Term Loan Lenders as contemplated hereby.

3

(b)           Fees.  The Administrative Agent shall have received all fees required to be paid on or before the First Amendment Effective Date, and all expenses required to be paid on or before the First Amendment Effective Date for which invoices have been presented.

(c)           Security Documents.  The Administrative Agent shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B hereto, executed and delivered by an authorized officer of the Borrower and each other Loan Party.

(d)           Interest.  The Administrative Agent shall have received in immediately available funds an amount equal to the accrued interest on the Tranche B Term Loans and any amounts payable pursuant to Section 2.20(c) of the Credit Agreement.

(e)           Closing Certificate.  The Administrative Agent shall have received a certificate of the Borrower, dated the First Amendment Effective Date in a form satisfactory to the Administrative Agent.

6.             Representations and Warranties.

(a)           No Default.  No Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date or after giving effect to the transactions contemplated herein.

(b)           Representations and Warranties.  Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date (after giving effect hereto) as if made on and as of such date (other than representations and warranties which speak only as of a certain date, which representations and warranties shall be made only on such date).

7.             Payment of Expenses.  The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this First Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, in each case in accordance with Section 10.5(a) of the Credit Agreement.

8.             Continuing Effect of the Credit Agreement.  This First Amendment shall not constitute an amendment or waiver of any provision of the Credit Agreement not expressly referred to herein 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.  Any reference to the “Credit Agreement” in the Loan Documents or any related documents shall be deemed to be a reference to the Credit Agreement as amended by this First Amendment.

9.             Counterparts.  This First 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.

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10.           Severability.  Any provision of this First 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.

11.           Integration.  This First 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.

12.           GOVERNING LAW.  THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST 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]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

NATIONAL MENTOR HOLDINGS, INC.
By:	/s/ Edward M. Murphy
	Name:  Edward M. Murphy
	Title:    President and CEO
NATIONAL MENTOR, INC., as Borrower
By:	/s/ Edward M. Murphy
	Name:  Edward M. Murphy
	Title:    President and CEO
JPMORGAN CHASE BANK, N.A., as
Administrative Agent
By:	/s/ Dawn Lee Lum
	Name:  Dawn Lee Lum
	Title:    Vice President

National Mentor First Amendment Signature Page

Signature Page to the First Amendment, dated March     , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
[ILLEGIBLE] EUROPEAN CLO S.A.
By:	INVESCO Senior Secured Management, Inc.
	As Collateral Manager
/s/ Thomas H.B. Ewald
Name:  Thomas H.B. Ewald
Title:    Authorized Signatory
Principal Amount of its
Existing Tranche B Term Loan: $826,460.59
Additional Amount of Tranche B
Term Loan to be Purchased by It: $          0
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March     , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
AVALON CAPITAL LTD. 3
By:	INVESCO Senior Secured Management, Inc.
	As Asset Manager
/s/ Thomas H.B. Ewald
Name: Thomas H.B. Ewald
Title: Authorized Signatory
Principal Amount of its
Existing Tranche B Term Loan: $1,611,457.49
Additional Amount of Tranche B
Term Loan to be Purchased by It: $      0
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
CHAMPLAIN CLO, LTD.
By:	INVESCO Senior Secured Management, Inc.
	As Collateral Manager
/s/ Thomas H.B. Ewald
Name:  Thomas H.B. Ewald
Title:    Authorized Signatory
Principal Amount of its
Existing Tranche B Term Loan: $522,013.08
Additional Amount of Tranche B
Term Loan to be Purchased by It: $      0
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
CHARTER VIEW PORTFOLIO
By:	INVESCO Senior Secured Management, Inc.
	As Investment Advisor
/s/ Thomas H.B. Ewald
Name:  Thomas H.B. Ewald
Title:    Authorized Signatory
Principal Amount of its
Existing Tranche B Term Loan: $3,631,481.35
Additional Amount of Tranche B
Term Loan to be Purchased by It: $       0
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
DIVERSIFIED CREDIT PORTFOLIO LTD.
By:	INVESCO Senior Secured Management, Inc.
	As Investment Adviser
/s/ Thomas H.B. Ewald
Name:  Thomas H.B. Ewald
Title:    Authorized Signatory
Principal Amount of its
Existing Tranche B Term Loan: $1,620,834.78
Additional Amount of Tranche B
Term Loan to be Purchased by It: $      0
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
AIM FLOATING RATE FUND
By:	INVESCO Senior Secured Management, Inc.
	As Sub-Advisor
/s/ Thomas H.B. Ewald
Name:  Thomas H.B. Ewald
Title:    Authorized Signatory
Principal Amount of its
Existing Tranche B Term Loan: $794,374.19
Additional Amount of Tranche B
Term Loan to be Purchased by It: $     0
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
INVESCO EUROPEAN CDO 1 S.A.
By:	INVESCO Senior Secured Management, Inc.
	As Collateral Manager
/s/ Thomas H.B. Ewald
Name: Thomas H.B. Ewald
Title:   Authorized Signatory
Principal Amount of its
Existing Tranche B Term Loan: $1,134,837.91
Additional Amount of Tranche B
Term Loan to be Purchased by It: $     0
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
INVESCO CBO 2000-1 LTD
By:	INVESCO Senior Secured Management, Inc.
	As Portfolio Advisor
/s/ Thomas H.B. Ewald
Name:  Thomas H.B. Ewald
Title:    Authorized Signatory
Principal Amount of its
Existing Tranche B Term Loan: $90,787.02
Additional Amount of Tranche B
Term Loan to be Purchased by It: $    0
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
LOAN FUNDING IX LLC, for itself or as agent for Corporate Loan Funding IX LLC
By:	INVESCO Senior Secured Management, Inc.
	As Portfolio Manager
/s/ Thomas H.B. Ewald
Name:  Thomas H.B. Ewald
Title:    Authorized Signatory
Principal Amount of its
Existing Tranche B Term Loan: $1,348,473.66
Additional Amount of Tranche B
Term Loan to be Purchased by It: $    0
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
SEQUILS-LIBERTY, LTD.
By:	INVESCO Senior Secured Management, Inc.
	As Collateral Manager
/s/ Thomas H.B. Ewald
Name:  Thomas H.B. Ewald
Title:    Authorized Signatory
Principal Amount of its
Existing Tranche B Term Loan: $1,429,883.41
Additional Amount of Tranche B
Term Loan to be Purchased by It: $    0
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
PETRUSSE EUROPEAN CLO S.A.
By:	INVESCO Senior Secured Management, Inc.
	As Collateral Manager
/s/ Thomas H.B. Ewald
Name:  Thomas H.B. Ewald
Title:    Authorized Signatory
Principal Amount of its
Existing Tranche B Term Loan: $522,013.19
Additional Amount of Tranche B
Term Loan to be Purchased by It: $     0
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
SAGAMORE CLO LTD.
By:	INVESCO Senior Secured Management, Inc.
	As Collateral Manager
/s/ Thomas H.B. Ewald
Name:  Thomas H.B. Ewald
Title:    Authorized Signatory
Principal Amount of its
Existing Tranche B Term Loan: $522,013.09
Additional Amount of Tranche B
Term Loan to be Purchased by It: $    0
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
SARATOGA CLO 1, LIMITED
By:	INVESCO Senior Secured Management, Inc.
	As Asset Manager
/s/ Thomas H.B. Ewald
Name:  Thomas H.B. Ewald
Title:    Authorized Signatory
Principal Amount of its
Existing Tranche B Term Loan: $907,870.33
Additional Amount of Tranche B
Term Loan to be Purchased by It: $    0
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

KZH CRESCENT-3 LLC

/s/ Hi Hua

Name:  Hi Hua

Title:    Authorized Agent

Principal Amount of its

Existing Tranche B Term Loan: $748,125.00

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

KZH CYPRESSTREE-1 LLC

/s/ Hi Hua

Name:  Hi Hua

Title:    Authorized Agent

Principal Amount of its

Existing Tranche B Term Loan: $2,643,375.00

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

KZH STERLING LLC

/s/ Hi Hua

Name:  Hi Hua

Title:    Authorized Agent

Principal Amount of its

Existing Tranche B Term Loan: $1,596,000.00

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

WHITEHORSE I LTD.

Whitehorse Capital Partners LP

as Collateral Manager

/s/ Ethan Underwood

Name:  Ethan Underwood

Title:    Portfolio Manager

Principal Amount of its

Existing Tranche B Term Loan: $1,995,000

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

FRANKLIN FLOATING RATE TRUST

Name:  Richard Hsu

Title:    Vice President

Principal Amount of its

Existing Tranche B Term Loan: $1,197,000.00

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

/s/ Richard Hsu

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

FRANKLIN FLOATING RATE MASTER
SERIES

Name:  Richard Hsu

Title:    Vice President

Principal Amount of its

Existing Tranche B Term Loan: $1,197,000.00

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

/s/ Richard Hsu

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

FRANKLIN CLO III, LIMITED

/s/ David Ardini

Name:  David Ardini

Title:    Vice President

Principal Amount of its

Existing Tranche B Term Loan: $798,000.00

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

FRANKLIN CLO II, LIMITED

/s/ David Ardini

Name:  David Ardini

Title:    Vice President

Principal Amount of its

Existing Tranche B Term Loan: $798,000.00

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

PREMIUM LOAN TRUST I LTD.

/s/ Timothy S. Van Kirk

Name:  Timothy S. Van Kirk

Title:    Manager Director

Principal Amount of its

Existing Tranche B Term Loan: $997,500

Additional Amount of Tranche B

Term Loan to be Purchased by It: $    0

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

General Electric Capital Corporation

/s/ Jeffrey P. Hoffman

Name:  Jeffrey P. Hoffman

Title:    Its Duly Authorized Signatory

Principal Amount of its

Existing Tranche B Term Loan: $15,960,000

Additional Amount of Tranche B

Term Loan to be Purchased by It: $0

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
CELERITY CLO LIMITED
By:	TCW Advisors, Inc.
	As Agent
By:		/s/ Matthew A. Miller
Name:  Matthew A. Miller
Title:    Managing Director
By:		/s/ Jonathan R. Insull
Name:  Jonathan R. Insull
Title:    Managing Director
Principal Amount of its
Existing Tranche B Term Loan: $498,750
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
C-SQUARED CDO LTD.
By:		TCW Advisors, Inc., as its Portfolio Manager
By:	/s/ Jonathan R. Insull
Name:  Jonathan R. Insull
Title:    Managing Director
Principal Amount of its
Existing Tranche B Term Loan: $997,500
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
FIRST 2004-I CLO, LTD.
By:	TCW Advisors, Inc., its Collateral Manager
By:		/s/ Matthew A. Miller
Name:  Matthew A. Miller
Title:    Managing Director
By:		/s/ Jonathan R. Insull
Name:  Jonathan R. Insull
Title:    Managing Director
Principal Amount of its
Existing Tranche B Term Loan: $2,244,375
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
FIRST 2004-II CLO, LTD.
By:	TCW Advisors, Inc., its Collateral Manager
By:		/s/ Matthew A. Miller
Name:  Matthew A. Miller
Title:    Managing Director
By:		/s/ Jonathan R. Insull
Name:  Jonathan R. Insull
Title:    Managing Director
Principal Amount of its
Existing Tranche B Term Loan: $1,745,625
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March   , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
Jefferson-Pilot Life Insurance Company
By:	TCW Advisors, Inc., as its Investment Advisor
By:		/s/ Matthew A. Miller
Name:  Matthew A. Miller
Title:    Managing Director
By:		/s/ Jonathan R. Insull
Name:  Jonathan R. Insull
Title:    Managing Director
Principal Amount of its
Existing Tranche B Term Loan: $249,375
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
LOAN FUNDING I LLC, a wholly owned subsidiary of Citibank, N.A.
By:	TCW Advisors, Inc., as portfolio manager of Loan Funding I LLC
By:		/s/ Matthew A. Miller
Name:  Matthew A. Miller
Title:    Managing Director
By:		/s/ Jonathan R. Insull
Name:  Jonathan R. Insull
Title:    Managing Director
Principal Amount of its
Existing Tranche B Term Loan: $1,496,250
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
TCW Senior Secured Loan Fund
By:	TCW Advisors, Inc., as its Investment Advisor
By:		/s/ Matthew A. Miller
Name:  Matthew A. Miller
Title:    Managing Director
By:		/s/ Jonathan R. Insull
Name:  Jonathan R. Insull
Title:    Managing Director
Principal Amount of its
Existing Tranche B Term Loan: $997,500
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
VELOCITY CLO, LTD.
By:	TCW Advisors, Inc., its Collateral Manager
By:		/s/ Matthew A. Miller
Name:  Matthew A. Miller
Title:    Managing Director
By:		/s/ Jonathan R. Insull
Name:  Jonathan R. Insull
Title:    Managing Director
Principal Amount of its
Existing Tranche B Term Loan: $1,496,250
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Brown Brothers Harriman & Co.

/s/ John D. Rogers

Name:  John D. Rogers

Title:    Senior Vice President

Principal Amount of its

Existing Tranche B Term Loan: $6,982,499.98

Additional Amount of Tranche B

Term Loan to be Purchased by It: $   0

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment,

dated March 28, 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Goldman Sachs Credit Partners, L.P.

/s/ Pedro Ramirez

Name:  Pedro Ramirez

Title:    Authorized Signatory

Principal Amount of its

Existing Tranche B Term Loan: $1,655,850

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment,

dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Merrill Lynch Capital, a division of Merrill Lynch
Business Financial Services Inc.

/s/ Luis Viera

Name:  Luis Viera

Title:    Vice President

Principal Amount of its

Existing Tranche B Term Loan: $7,481,250.00

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment,
dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
BALLYROCK CDO I Limited
By:	BALLYROCK Investment Advisors LLC,
	as Collateral Manager
/s/ Lisa Rymut
Name:  Lisa Rymut
Title:    Assistant Treasurer
Principal Amount of its
Existing Tranche B Term Loan: $1,665,825
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
BALLYROCK CLO II Limited
By:	BALLYROCK Investment Advisors LLC,
	as Collateral Manager
/s/ Lisa Rymut
Name:  Lisa Rymut
Title:    Assistant Treasurer
Principal Amount of its
Existing Tranche B Term Loan: $1,665,825
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Venture IV CDO Limited

By its investment advisor, MJX Asset Management

LLC

/s/ Kenneth Ostmann

Name:  Kenneth Ostmann

Title:    Director

Principal Amount of its

Existing Tranche B Term Loan: $997,500

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Vista Leveraged Income Fund

By its investment advisor, MJX Asset Management LLC

/s/ Kenneth Ostmann

Name: Kenneth Ostmann

Title:   Director

Principal Amount of its

Existing Tranche B Term Loan: $997,500

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Sequils-Centurion V, Ltd.

By:  American Express Asset Management Group,

Inc. as Collateral Manager

/s/ Vincent P. Pham

Name:  Vincent P. Pham

Title:    Director-Operations

Principal Amount of its

Existing Tranche B Term Loan: $897,750

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Centurion CDO II, Ltd.

By:  American Express Asset Management Group,

Inc. as Collateral Manager

/s/ Vincent P. Pham

Name:  Vincent P. Pham

Title:    Director-Operations

Principal Amount of its

Existing Tranche B Term Loan: $847,875

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Centurion CDO VI, Ltd.

By:  American Express Asset Management Group,

Inc. as Collateral Manager

/s/ Vincent P. Pham

Name:  Vincent P. Pham

Title:    Director-Operations

Principal Amount of its

Existing Tranche B Term Loan: $798,000

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Centurion CDO VII, Ltd.

By:  American Express Asset Management Group,

Inc. as Collateral Manager

/s/ Vincent P. Pham

Name:  Vincent P. Pham

Title:    Director-Operations

Principal Amount of its

Existing Tranche B Term Loan: $2,194,500

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Centurion CDO 8, Limited

By:  American Express Asset Management Group,

Inc. as Collateral Manager

/s/ Vincent P. Pham

Name:  Vincent P. Pham

Title:    Director-Operations

Principal Amount of its

Existing Tranche B Term Loan: $997,500

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Denali Capital LLC, managing member of DC

Funding Partners, portfolio manager for DENALI

CAPITAL CLO I, LTD., or an affiliate

/s/ Robert M. Coseo

Name: Robert M. Coseo

Title: Managing Director

Principal Amount of its

Existing Tranche B Term Loan: $1,795,500

Additional Amount of Tranche B

Term Loan to be Purchased by It: $TBD

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Denali Capital LLC, managing member of DC

Funding Partners, portfolio manager for DENALI

CAPITAL CLO III, LTD., or an affiliate

/s/ Robert M. Coseo

Name:  Robert M. Coseo

Title:    Managing Director

Principal Amount of its

Existing Tranche B Term Loan: $1,795,500

Additional Amount of Tranche B

Term Loan to be Purchased by It: $ TBD

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March     , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Denali Capital LLC, managing member of DC

Funding Partners, portfolio manager for DENALI

CAPITAL CLO IV, LTD., or an affiliate

/s/ Robert M. Coseo

Name:  Robert M. Coseo

Title:    Managing Director

Principal Amount of its

Existing Tranche B Term Loan: $1,396,500

Additional Amount of Tranche B

Term Loan to be Purchased by It: $ TBD

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Oppenheimer Senior Floating Rate Fund

/s/ Lisa Chaffee

Name:  Lisa Chaffee

Title:    AVP

Principal Amount of its

Existing Tranche B Term Loan: $1,995,000.00

Additional Amount of Tranche B

Term Loan to be Purchased by It: $0

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
Stanfield/RMF Transatlantic CDO Ltd.
By:	Stanfield Capital Partners LLC
	as its Collateral Manager
/s/ [Illegible]
Name:  [Illegible]
Title:    Managing Partner
Principal Amount of its
Existing Tranche B Term Loan: $1,995,000.00
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
Stanfield Modena CDO, Ltd.
By:	Stanfield Capital Partners, LLC
	as its Asset Manager
/s/ [Illegible]
Name:  [Illegible]
Title:    Managing Partner
Principal Amount of its
Existing Tranche B Term Loan: $1,496,250.00
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
Hamilton CDO, Ltd.
By:	Stanfield Capital Partners LLC
	As Its Collateral Manager
/s/ [Illegible]
Name:  [Illegible]
Title:    Managing Partner
Principal Amount of its
Existing Tranche B Term Loan: $1,496,250.00
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March 29, 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

BUSHNELL CBNA LOAN FUNDING LLC, FOR

ITSELF OR AS AGENT FOR BUSHNELL CFPI

LOAN FUNDING LLC

/s/ Dominic Blea

Name:  Dominic Blea

Title:    As Attorney-in-Fact

Principal Amount of its

Existing Tranche B Term Loan: $1,995,000

Additional Amount of Tranche B

Term Loan to be Purchased by It: $0

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

GSC PARTNERS CDO FUND V, LIMITED

By:  GSCP (NJ), L.P, as Collateral Manager

/s/ Alexander Wright

Name:  Alex Wright

Title:    Authorized Signatory

Principal Amount of its

Existing Tranche B Term Loan: $1,995,000

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

WIND RIVER CLO I LTD.

/s/ James R. Fellows

Name:  James R. Fellows

Title:    Managing Director

Principal Amount of its

Existing Tranche B Term Loan: $997,500

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Dryden III - Leveraged Loan CDO 2002

/s/ Timothy W. Aker

By Prudential Investment Management, Inc., as

Collateral Manager

Timothy W. Aker

Managing Director

Principal Amount of its

Existing Tranche B Term Loan: $3,990,000.00

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Dryden IV - Leveraged Loan CDO 2003

/s/ Timothy W. Aker

By Prudential Investment Management, Inc., as

Collateral Manager

Timothy W. Aker

Managing Director

Principal Amount of its

Existing Tranche B Term Loan: $3,990,000.00

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Amam Group Pension Trust II for the Amam

Broadscope Pool

/s/ [Illegible]

Name:

Title:  AT

Principal Amount of its

Existing Tranche B Term Loan: $997,500

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
Hewlett’s Island CDO, Ltd.
By:  CypressTree Investment Management
Company, Inc., as Portfolio Manager
By:	/s/ Martha Hadeler
Name:  Martha Hadeler
Title:    Managing Director
Principal Amount of its
Existing Tranche B Term Loan: $
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
HUDSON STRAITS CLO 2004, LTD.
By Royal Bank of Canada as Collateral Manager
By:	/s/ Melissa  Marano
Name:  Melissa Marano
Title:    Authorized Signatory
Principal Amount of its
Existing Tranche B Term Loan: $3,990,000
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
GRANITE VENTURES I LTD.
By:	Stone Tower Debt Advisors LLC
	as its Collateral Manager
By:	/s/ [Illegible]
Name:
Title:    Authorized Signatory
Principal Amount of its
Existing Tranche B Term Loan: $1,995,000
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Azur Funding

/s/ Frank Fletcher

Name:  Frank Fletcher

Title:    Director

Principal Amount of its

Existing Tranche B Term Loan: $13,965,000

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March 29, 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
CYPRESSTREE CLAIF FUNDING LLC
By:	/s/ Meredith J. Koslick
Name:  Meredith J. Koslick
Title:    Assistant Vice President
Principal Amount of its
Existing Tranche B Term Loan: $997,500
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March 29, 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
HARBOUR TOWN FUNDING LLC
By:	/s/ Meredith J. Koslick
Name:  Meredith J. Koslick
Title:    Assistant Vice President
Principal Amount of its
Existing Tranche B Term Loan: $907,870.33
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Sankaty Advisors, LLC as Collateral Manager for

Castle Hill II - INGOTS, Ltd., as Term Lender

/s/ Jeffrey Hawkins

Name:  Jeffrey Hawkins

Title:    Senior Vice President

Principal Amount of its

Existing Tranche B Term Loan: $1,815,740.68

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Sankaty Advisors, Inc., as Collateral Manager for

Brant Point CBO 1999-1 LTD., as Term Lender

/s/ Jeffrey Hawkins

Name:  Jeffrey Hawkins

Title:    Senior Vice President

Principal Amount of its

Existing Tranche B Term Loan: $907,220.31

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Sankaty Advisors, LLC as Collateral Manager for

Castle Hill III CLO, Limited, as Term Lender

/s/ Jeffrey Hawkins

Name:  Jeffrey Hawkins

Title:    Senior Vice President

Principal Amount of its

Existing Tranche B Term Loan: $907,870.43

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Sankaty Advisors, LLC as Collateral Manager for

Race Point CLO, Limited, as Term Lender

/s/ Jeffrey Hawkins

Name:  Jeffrey Hawkins

Title:    Senior Vice President

Principal Amount of its

Existing Tranche B Term Loan: $907,870.43

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Sankaty Advisors, LLC as Collateral Manager for

Race Point II CLO, Limited, as Term Lender

/s/ Jeffrey Hawkins

Name:  Jeffrey Hawkins

Title:    Senior Vice President

Principal Amount of its

Existing Tranche B Term Loan: $907,810.43

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Sankaty Advisors, LLC as Collateral Manager for

Castle Hill I - INGOTS, Ltd., as Term Lender

/s/ Jeffrey Hawkins

Name:  Jeffrey Hawkins

Title:    Senior Vice President

Principal Amount of its

Existing Tranche B Term Loan: $907,870.43

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Sankaty Advisors, LLC as Collateral Manager for

Loan Funding XI LLC, as Term Lender

/s/ Jeffrey Hawkins

Name:  Jeffrey Hawkins

Title:    Senior Vice President

Principal Amount of its

Existing Tranche B Term Loan: $1,118,569.06

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

LONG LANE MASTER TRUST IV

/s/ Ann E. Morris

Name:  Ann E. Morris

Title:    Authorized Agent

Principal Amount of its

Existing Tranche B Term Loan: $2,507,607.58

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

By:  Callidus Debt Partners CDO Fund I, Ltd.

By:  Its Collateral Manager

Callidus Capital Management, LLC

/s/ Wayne Mueller

Name:  Wayne Mueller

Title:    Senior Managing Director

Principal Amount of its

Existing Tranche B Term Loan: $997,500

Additional Amount of Tranche B

Term Loan to be Purchased by It: $     -

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
SENIOR DEBT PORTFOLIO
By:	Boston Management and Research as
	Investment Advisor
/s/ Payson F. Swaffield
Name:  Payson F. Swaffield
Title:    Vice President
Principal Amount of its
Existing Tranche B Term Loan: $2,443,875
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
EATON VANCE SENIOR INCOME TRUST
By:	EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
/s/ Payson F. Swaffield
Name:  Payson F. Swaffield
Title:    Vice President
Principal Amount of its
Existing Tranche B Term Loan: $922,687.50
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
EATON VANCE INSTITUTIONAL SENIOR LOAN [ILLEGIBLE]
By:	EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
/s/ Payson F. Swaffield
Name:  Payson F. Swaffield
Title:    Vice President
Principal Amount of its
Existing Tranche B Term Loan: $1,346,625
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
COSTANTINUS EATON VANCE CDO V, LTD.
By:	EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
/s/ Payson F. Swaffield
Name:  Payson F. Swaffield
Title:    Vice President
Principal Amount of its
Existing Tranche B Term Loan: $783,037.50
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
EATON VANCE CDO VI LTD.
By:	EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
/s/ Payson F. Swaffield
Name:  Payson F. Swaffield
Title:    Vice President
Principal Amount of its
Existing Tranche B Term Loan: $783,037.50
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
GRAYSON & CO.
By:	BOSTON MANAGEMENT AND
	RESEARCH AS INVESTMENT ADVISOR
/s/ Payson F. Swaffield
Name:  Payson F. Swaffield
Title:    Vice President
Principal Amount of its
Existing Tranche B Term Loan: $6,105,950
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

THE NORINCHUKIN BANK, NEW YORK

BRANCH, through State Street Bank and Trust

Company N.A. as Fiduciary Custodian

By:  Eaton Vance Management, Attorney-in-fact

/s/ Payson F. Swaffield

Name:  Payson F. Swaffield

Title:    Vice President

Principal Amount of its

Existing Tranche B Term Loan: $1,632,162.52

Additional Amount of Tranche B

Term Loan to be Purchased by It: $

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
EATON VANCE
LIMITED DURATION INCOME FUND
By:	EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
/s/ Payson F. Swaffield
Name:  Payson F. Swaffield
Title:    Vice President
Principal Amount of its
Existing Tranche B Term Loan: $847,875
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
[ILLEGIBLE]
By:	EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
/s/ Payson F. Swaffield
Name:  Payson F. Swaffield
Title:    Vice President
Principal Amount of its
Existing Tranche B Term Loan: $249,375
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
EATON VANCE SENIOR FLOATING-RATE TRUST
By:	EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
/s/ Payson F. Swaffield
Name:  Payson F. Swaffield
Title:    Vice President
Principal Amount of its
Existing Tranche B Term Loan: $1,319,187.50
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March   , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
EATON VANCE FLOATING-RATE INCOME TRUST
By:	EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
/s/ Payson F. Swaffield
Name:  Payson F. Swaffield
Title:    Vice President
Principal Amount of its
Existing Tranche B Term Loan: $922,687.50
Additional Amount of Tranche B
Term Loan to be Purchased by It: $
New Tranche B Term Loan Lenders,
Including Designees of JPMorgan Chase Bank, N.A.
[NAME OF TRANCHE B TERM LOAN LENDER]
Name:
Title:
Principal Amount of Tranche B Term
Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Nationwide Life Insurance Company Separate

Account-B Retirement

/s/ Thomas S. Leggett

Name:  Thomas S. Leggett

Title:    Associate Vice President

             Public Bonds

Principal Amount of its

Existing Tranche B Term Loan: $907,870.34

Additional Amount of Tranche B

Term Loan to be Purchased by It: $0

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Nationwide Mutual Insurance Company

/s/ Thomas S. Leggett

Name:  Thomas S. Leggett

Title:    Associate Vice President

             Public Bonds

Principal Amount of its

Existing Tranche B Term Loan: $10,679,132.59

Additional Amount of Tranche B

Term Loan to be Purchased by It: $    0

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

Nationwide Life Insurance Company

/s/ Thomas S. Leggett

Name:  Thomas S. Leggett

Title:    Associate Vice President

             Public Bonds

Principal Amount of its

Existing Tranche B Term Loan: $1,879,247.09

Additional Amount of Tranche B

Term Loan to be Purchased by It: $0

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto

Existing Tranche B Term Loan Lenders

Consenting to this First Amendment

ACA CLO 2005-1, Limited

/s/ [Illegible]

Name:

Title:

Principal Amount of its

Existing Tranche B Term Loan: $1,000,000

Additional Amount of Tranche B

Term Loan to be Purchased by It: $1,000,000

New Tranche B Term Loan Lenders,

Including Designees of JPMorgan Chase Bank, N.A.

[NAME OF TRANCHE B TERM LOAN LENDER]

/s/ [Illegible]

Name:

Title:

Principal Amount of Tranche B Term

Loans to be Purchased by It: $

Signature Page to the First Amendment, dated March    , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto
Existing Tranche B Term Loan Lenders
Consenting to this First Amendment
Oasis Collateralized High Income Portfolios-I Ltd.
By:	Patriarch Partners XIII, LLC
	Its Managing Agent
/s/ Lynn Tilton
Name:  Lynn Tilton
Title:    Manager
Principal Amount of its
Existing Tranche B Term Loan: $249,375.00
Additional Amount of Tranche B
Term Loan to be Purchased by It: $ 0
Aeries Finance-II Ltd.
By:	Patriarch Partners X, LLC
	Its Managing Agent
/s/ Lynn Tilton
Name:  Lynn Tilton
Title:    Manager
Principal Amount of its
Existing Tranche B Term Loan: $249,375.00
Additional Amount of Tranche B
Term Loan to be Purchased by It: $ 0

EXHIBIT A

FORM OF LENDER CONSENT LETTER

NATIONAL MENTOR, INC.

AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF NOVEMBER 4, 2004

To:	JPMorgan Chase Bank, N.A.,
	as Administrative Agent
	270 Park Avenue
	New York, New York 10017

Ladies and Gentlemen:

Reference is made to that certain AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit Agreement”; the terms defined therein being used herein as therein defined), among NATIONAL MENTOR HOLDINGS, INC. (“Holdings”), NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), DYMAS FUNDING COMPANY, LLC, GENERAL ELECTRIC CAPITAL CORPORATION, MERRILL LYNCH CAPITAL and UBS SECURITIES LLC, as co-documentation agents, BANK OF AMERICA, N.A., as syndication agent, and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent.

The undersigned, being a Tranche B Term Loan Lender, consents to amend the provisions of the Credit Agreement solely on the terms described in the First Amendment, dated as of March    , 2005, substantially in the form delivered to the undersigned Lender on or prior to the date hereof.

Dated:  March    , 2005
	Very truly yours,
	(NAME OF LENDER)
	By:
		Name:
		Title:
Principal Amount of its
Existing Tranche B Term Loan: $
Additional Amount of Tranche B
Term Loan to be Purchased by It: $

EXHIBIT B

ACKNOWLEDGMENT AND CONFIRMATION

1.             Reference is made to First Amendment, dated as of March    , 2005 (the “First Amendment”), to the Amended and Restated Credit Agreement, dated as of November 4, 2004 (the “Credit Agreement”), among National Mentor Holdings, Inc., a Delaware corporation, National Mentor, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions parties thereto (the “Existing Lenders” and, together with the Replacement Tranche B Term Loan Lenders (as defined in the First Amendment), the “Lenders”), JPMorgan Chase Bank, N.A. as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”), and the other Agents parties thereto.  Unless otherwise defined herein, capitalized terms that are defined in the Credit Agreement are used herein as therein defined.

2.             Each of the parties hereto hereby confirms that the Replacement Tranche B Term Loans made under the Credit Agreement pursuant to the First Amendment are “Obligations” that are guaranteed pursuant to the Guarantee and Security Agreement in accordance with its terms and agrees that such party’s obligations under the Guarantee and Security Agreement shall remain in full force and effect after giving effect to the First Amendment.

3.             THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

4.             This Acknowledgment and Confirmation may be executed by one or more of the parties hereto on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[rest of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement and Confirmation to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

NATIONAL MENTOR HOLDINGS, INC.
By:
	Name:
	Title:
SUBSIDIARY GUARANTORS
NATIONAL MENTOR, LLC
NATIONAL MENTOR SERVICES, LLC
REHABILITATION ACHIEVEMENT CENTER, INC.
CAROLINA BEHAVIORAL SERVICES, LLC
REM CONSULTING OF OHIO, INC.
CENTER FOR COMPREHENSIVE SERVICES, INC.
FIRST STEP INDEPENDENT LIVING PROGRAM, INC.
HORRIGAN COLE ENTERPRISES, INC.
ILLINOIS MENTOR, INC.
SOUTH CAROLINA MENTOR, INC.
MASSACHUSETTS MENTOR, INC.
OHIO MENTOR, INC.
NATIONAL MENTOR HEALTHCARE, LLC
UNLIMITED QUEST, INC.
LOYD’S LIBERTY HOMES, INC.
FAMILY ADVOCACY SERVICES, LLC
REM, INC.
REM ARIZONA, INC.
REM ARIZONA REHABILITATION, INC.
REM ARROWHEAD, INC.
REM ATLANTIC, INC.
REM CENTRAL LAKES, INC.
By:
	Name:
	Title:

REM COLORADO, INC.
REM COMMUNITY OPTIONS, INC.
REM CONNECTICUT COMMUNITY SERVICES, INC.
REM CONSULTING & SERVICES, INC.
REM COUNCIL BLUFFS, INC.
REM DEVELOPMENTAL SERVICES, INC.
REM HEALTH, INC.
REM HEALTH OF IOWA, INC,
REM HEALTH OF WISCONSIN, INC.
MENTOR MARYLAND, INC.
REM HEALTH OF WISCONSIN II, INC.
REM HEARTLAND, INC.
REM HENNEPIN, INC.
REM HOME HEALTH, INC.
REM INDIANA, INC.
REM INDIANA COMMUNITY SERVICES, INC.
REM INDIANA COMMUNITY SERVICES II, INC.
REM IOWA COMMUNITY SERVICES, INC.
REM IOWA, INC.
REM LEADWAY, INC.
REM MANAGEMENT, INC.
REM MARYLAND, INC.
REM MINNESOTA COMMUNITY SERVICES, INC.
REM MINNESOTA, INC.
REM NEVADA, INC.
REM NEW JERSEY, INC.
REM NORTH DAKOTA, INC.
REM NORTH STAR, INC.
REM OHIO, INC.
REM OHIO WAIVERED SERVICES, INC.
REM OKLAHOMA COMMUNITY SERVICES, INC.
REM PENNSYLVANIA COMMUNITY SERVICES, INC.
REM RAMSEY, INC.
REM RIVER BLUFFS, INC.
REM SILS OF IOWA, INC.
REM SOUTH CENTRAL SERVICES, INC.
REM SOUTHWEST SERVICES, INC.
REM UTAH, INC.
REM WEST VIRGINIA, INC.
By:
	Name:
	Title:

REM WISCONSIN, INC.

REM WISCONSIN II, INC.

REM WISCONSIN III, INC.

REM WOODVALE, INC.

NATIONAL MENTOR SERVICES, INC.

NATIONAL MENTOR SERVICES LLC

MENTOR MANAGEMENT, INC.

By:

Name:

Title:

EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 7, 2004 by and between Edward Murphy (“Officer”), and National Mentor, Inc., a Delaware corporation (“Employer”).

WHEREAS, Employer desires to obtain the services of Officer and Officer desires to render services to Employer; and

WHEREAS, Employer and Officer desire to set forth the terms and conditions of Officer’s employment with Employer under this Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

STATEMENT OF AGREEMENT

1.             Employment. Employer agrees to employ Officer, and Officer accepts such employment in accordance with the terms of this Agreement, for an initial term of three years commencing on the date hereof and, unless terminated earlier in accordance with the terms of this Agreement, ending on the third anniversary of the date hereof. After the initial term has expired, this Agreement will renew automatically on the anniversary date of each year for a oneyear term. If either party desires not to renew the Agreement, they must provide the other party with written notice of their intent not to renew the Agreement at least sixty (60) days prior to the next anniversary date. If Employer chooses not to renew this Agreement, Employer shall continue to pay Officer the compensation provided for in Section 4(a) of this Agreement for one year commencing on such anniversary date.

2.             Position and Duties of Officer. Until on or about January 1, 2005, Officer will serve as President of Employer, and effective on or about January 1, 2005, Officer will serve as President and Chief Executive Officer of Employer. Officer agrees to serve in such position, or in such other positions of a similar status or level as Employer determines from time to time, and to perform the commensurate duties that Employer may assign from time to time to Officer until the expiration of the term or such time as Officer’s employment with Employer is terminated pursuant to this Agreement

3.             Time Devoted and Location of Officer.

(a)           Subject to Section 3(c), Officer will devote his full business time and energy to the business affairs and interests of Employer, and will use his best efforts and abilities to promote Employer’s interests. Officer agrees that he will diligently

1

endeavor to perform services contemplated by this Agreement in a manner consistent with his position and in accordance with the policies established by the Employer and provided to Officer from time to time.

(b)           Officer’s primary business office and normal place of work will be located in Boston, Massachusetts.

(c)           Officer may serve as an officer, director, agent or employee of any direct or indirect subsidiary or other affiliate of Employer, but may not serve as an officer, director, agent or employee of any other business enterprise without the written approval of Employer’s board of directors (the “Board”); provided, that Officer may serve in any capacity with any civic, educational or charitable organization, or any governmental entity or trade association, without seeking or obtaining such written approval of the Board, if such activities and services do not interfere or conflict with the performance of Officer’s duties under this Agreement.

4.             Compensation.

(a)           Base Salary. Employer will pay Officer a base salary in the amount of $290,000 per year (the “Base Salary”), which amount will be paid in accordance with Employer’s normal payroll schedule less appropriate withholdings for federal and state taxes and other deductions authorized by Officer. Such salary will be subject to review and adjustment by Employer from time to time.

(b)           Bonuses. In addition to the Base Salary, the Board may, in its sole discretion, award a bonus in an amount up to 40% of the Base Salary then in effect to Officer following the end of each fiscal year during the period of Officer’s employment hereunder based upon Officer’s performance and the achievement of other objectives determined by the Board.

(c)           Benefits. Officer will be eligible to participate in all benefit plans to the same extent as they are made available to other senior executives of Employer. Officer will receive separate information detailing the terms of the benefit plans and the terms of such plans will control. Officer also will be eligible to participate in any annual incentive plan and stock option plan applicable to Officer by its terms.

5.             Expenses. During the term of this Agreement, Employer will reimburse Officer promptly for all reasonable travel, entertainment, parking, business meetings and similar expenditures in pursuance and furtherance of Employer’s business upon receipt of reasonably supporting documentation as required by Employer’s policies applicable to its officers and employees generally.

6.             Termination.

(a)           Termination Due to Resignation and Termination with Cause. Except as otherwise set forth in this Agreement, this Agreement, Officer’s employment,

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and Officer’s rights to receive compensation and benefits from Employer, will terminate upon the occurrence of any of the following events: (i) the effective date of Officer’s resignation without good reason, or (ii) termination for cause at the discretion of Employer under the following circumstances: (a) Officer’s commission of an act of fraud or dishonesty involving his duties on behalf of Employer; (b) Officer’s willful failure or refusal to faithfully and diligently perform material duties assigned to Officer consistent with Section 2 above, or other breach of any material term under this Agreement; (c) Officer’s willful failure or refusal to abide by Employer’s material policies, rules, procedures or directives; or (d) Officer’s conviction of a felony or a misdemeanor involving moral turpitude. If Officer is terminated pursuant to this Section 6(a), Employer’s only remaining financial obligation to Officer under this Agreement will be to pay any earned but unpaid base salary and accrued but unpaid vacation and reimbursable travel and entertainment expenses through the date of Officer’s termination.

For the events described in Sections 6(a)(ii)(b) and (c), Employer will give Officer written notice of such event and a reasonable opportunity to cure such situation, but in no event less than thirty (30) days.

(b)           Termination Without Cause. Officer may terminate his employment without cause at any time by giving thirty (30) days written notice of resignation to Employer. Employer may terminate this Agreement without cause at any time by giving thirty (30) days prior written notice to Officer. If Employer terminates this Agreement without cause, Employer may direct Officer to cease providing services immediately. If Employer terminates this Agreement without cause, Employer shall continue to pay Officer the compensation provided for in Section 4(a) of this Agreement for a period of time equal to the greater of (i) the remaining term of this Agreement or (ii) two years. No other benefits or compensation will be paid to Officer if he is terminated pursuant to this Section 6(b) unless otherwise provided for in the terms of the applicable plan or benefit.

(c)           Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “good reason” upon the occurrence of any of the following:

(i)            a requirement by Employer that Officer relocate his primary business office more than 25 miles from its current location in order to fulfill Officer’s duties under this Agreement;

(ii)           the failure of Employer to comply with Section 4; or

(iii)          any material breach of this Agreement by Employer; or

(iv)          the assignment to Officer of duties materially inconsistent with his title at such time.

Notwithstanding the foregoing or anything to the contrary, the retention and/or

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assumption of duties or responsibilities by Greg Torres that would otherwise have been duties or responsibilities of Officer shall not be deemed to constitute, nor shall they be taken into account in determining whether there has been, “good reason” for purposes of this Agreement.

Prior to terminating this Agreement pursuant to this Section, Officer shall give to Employer written notice of his “good reason” for terminating this Agreement and provide Employer with a reasonable period in which to contest or correct the “good reason”, but in no event less than thirty (30) days. In the event of a termination for “good reason” pursuant to this Section, Officer will be entitled to receive all compensation and benefits provided for in this Agreement for a termination by Employer without cause.

(d)           Automatic Termination. This Agreement will terminate automatically upon the death or permanent disability of Officer. Officer will be deemed to be “Disabled” or to suffer from a “Disability” within the meaning of this Agreement if, because of a physical or mental impairment, Officer has been unable to perform the essential functions of his position for a period of 180 consecutive days, or if Officer can reasonably be expected to be unable to perform the essential functions if his position for such period. The term “essential duties” is defined as the ability to consistently perform his assigned duties, including travel requirements. Subject to continuing coverage under applicable benefit plans, and except as otherwise provided in this Agreement, if Officer is terminated pursuant to this Section 6(d), Employer’s only remaining financial obligation to Officer under this Agreement will be to pay any earned but unpaid base salary and accrued but unpaid vacation and reimbursable travel and entertainment expenses through the date of Officer’s termination.

(e)           Effect of Termination. Except as otherwise provided for in this Agreement, upon termination of this Agreement, all rights and obligations under this Agreement will cease except for the rights and obligations under Sections 4 and 5 to the extent Officer has not been compensated or reimbursed for services performed prior to termination or has not been paid vacation and reimbursable travel and entertainment expenses accrued through the termination date (the amount of compensation to be prorated for the portion of the pay period prior to termination); the rights and obligations under Sections 8, 9 and 10; and all procedural and remedial provisions of this Agreement. A termination of this Agreement will constitute a termination of Officer’s employment with Employer.

7.             (Intentionally Omitted).

8.Protection of Confidential Information/Non-Competition/Non-Solicitation.

Officer covenants and agrees as follows:

(a)           During Employer’s employment of Officer and for a period of eighteen (18) months following the termination of Officer’s employment for any reason, Officer will not use or disclose, directly or indirectly, for any reason whatsoever or in any

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way, other than at the direction of Employer (with the written consent of National Mentor Holdings, Inc.) during the course of Officer’s employment, or following the termination of Officer’s employment after receipt of the prior written consent of Employer, any confidential information or trade secrets of Employer or its controlled subsidiaries or affiliates, including, but not limited to, the following: lists of past, current or potential customers of Employer and its controlled subsidiaries and affiliates; all systems, manuals, materials, processes and other intellectual property of any type used by Employer or its controlled subsidiaries and affiliates in connection with their respective business operations; financial statements, cost reports and other financial information; contract proposals and bidding information; rate and fee structures; policies and procedures developed as part of a confidential business plan; and management systems and procedures, including manuals and supplements (collectively, the “Confidential Information”). The obligation not to use or disclose any Confidential Information will not apply to (i) any Confidential Information known by Officer before commencing employment with Employer, (ii) Confidential Information which Officer obtains from a third party, provided Officer has no actual or constructive knowledge that the third party obtained the Confidential Information by wrongful or inappropriate means, (iii) following the termination of the employment of Officer with Employer, to any information that is or becomes public knowledge through no fault of Officer, and that may be utilized by the public without any direct or indirect obligation to Employer, but the termination of the obligation for non-use or nondisclosure by reason of such information becoming public will extend only from the date such information becomes public knowledge, or (iv) disclosure compelled by legal process. The above will be without prejudice to any rights or remedies of Employer under any state or federal law protecting trade secrets or other information.

(b)           Officer covenants and agrees that during the term of his employment with Employer and for a period of twelve (12) months immediately following the termination of said employment for any reason, he will not, directly or indirectly, seek, obtain or accept a “Competitive Position” in the “Restricted Territory” with a “Competitor” of Employer.

The following definitions shall apply to this Section:

•“Competitor” means any business, individual, partnership, joint venture, association, firm, corporation or other entity engaged, wholly or in part, in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services (the “Competitive Business”).

•“Competitive Position” means any position (including a consulting position) or employment with a “Competitor” of Employer in which Officer is engaged in corporate or operational management of the part of such Competitor’s business which constitutes a Competitive Business.

•“Restricted Territory” is the geographic area set forth in Exhibit A to this Agreement. The parties agree to review the geographic area included within the

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Restricted Territory from time to time at either party’s request and the Restricted Territory will thereafter be modified so that its coverage extends to, but only to, the geographic area necessary to protect the interest of the Employer and its controlled subsidiaries and affiliates engaged in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services. No such reformation will be valid unless it is evidenced by written amendment to this Agreement and signed by both parties.

(c)           To protect the goodwill of Employer and its controlled subsidiaries and affiliates, or the customers of Employer and its controlled subsidiaries and affiliates, Officer agrees that, for a period of eighteen months immediately following the termination of his employment with Employer, he will not, without the prior written permission of Employer, directly or indirectly, for himself or herself or on behalf of any other person or entity, solicit, divert away, take away or attempt to solicit or take away any customer of Employer for purposes of providing or selling or providing therapeutic foster care or other home or community-based healthcare or human services if Employer, or the particular controlled subsidiary or affiliate of Employer, is then still engaged in the sale or provision of such services at the time of the solicitation. For purposes of this Section 8(c), “Customer” means any individual or entity to whom Employer or its controlled subsidiaries or affiliates has provided, or contracted to provide, therapeutic foster care or other home or community-based healthcare or human services, and with whom Officer had, alone or in conjunction with others, Material Contact during the twelve months prior to the termination of her employment. For purposes of this Section 8(c), Officer had “Material Contact” with a customer if (i) Officer had business dealings with the customer on behalf of Employer or its controlled subsidiaries or affiliates; (ii) Officer was responsible for supervising or coordinating the dealings between the customer and Employer or its controlled subsidiaries or affiliates; or (iii) Officer obtained trade secrets or confidential information about the customer as a result of Officer’s association with Employer or its controlled subsidiaries or affiliates.

(d)           During Employer’s employment of Officer and for a period of eighteen (18) months following the termination of Officer’s employment with Employer for any reason, Officer will not solicit for employment, directly or indirectly, any employee of Employer or any of its controlled subsidiaries or affiliates who was employed with Employer or its controlled subsidiaries or affiliates within the one-year period immediately prior to Officer’s termination.

(e)           Employer may, with the prior written consent of National Mentor Holdings, Inc., waive compliance with one or more of the covenants of Officer set forth in this Section 8 for the purpose of facilitating the negotiation of the acquisition of Employer by a third party. Such a waiver must be made in writing and executed by Employer and National Mentor Holdings, Inc., and shall be effective only with respect to the acts specifically described therein.

9.             Work Made for Hire. Officer agrees that any written program materials, protocols, research papers and all other writings (the “Work”), which Officer develops for

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Employer’s use, or for use by Employer’s controlled subsidiaries or affiliates, during the term of this Agreement, will be considered “work made for hire” within the meaning of the United States Copyright Act, Title 17, United States Code, which vests all copyright interest in and to the Work in the Employer. In the event, however, that any court of competent jurisdiction finally declares that the Work is not or was not a work made for hire as agreed, Officer agrees to assign, convey, and transfer to the Employer all right, title and interest Officer may presently have or may have or be deemed to have in and to any such Work and in the copyright of such work, including but not limited to, all rights of reproduction, distribution, publication, public performance, public display and preparation of derivative works, and all rights of ownership and possession of the original fixation of the Work and any and all copies. Additionally, Officer agrees to execute any documents necessary for Employer to record and/or perfect its ownership of the Work and the applicable copyright. The foregoing will not apply to any writing Officer develops which are not for Employer’s use or are in each instance specifically excluded in advance of publication from the coverage of the foregoing by the Board.

10.           Property of Employer. Officer agrees that, upon the termination of Officer’s employment with Employer, Officer will immediately surrender to Employer all property, equipment, funds, lists, books, records and other materials of Employer or its controlled subsidiaries or affiliates in the possession of or provided to Officer, provided, however, Officer shall be entitled to retain individualized bound volumes of transaction documents in which Officer provided services.

11.           Governing Law. This Agreement and all issues relating to the validity, interpretation and performance will be governed by and interpreted under the laws of the State of Massachusetts.

12.           Remedies. Employer and Officer agree that an actual or threatened violation by Officer of the covenants and obligations set forth in Sections 8, 9 and 10 will cause irreparable harm to Employer or its controlled subsidiaries or affiliates and that the remedy at law for any such violation will be inadequate. Officer agrees, therefore, that Employer or its controlled subsidiaries or affiliates will be entitled to appropriate equitable relief, including, but not limited to, a temporary restraining order and a preliminary injunction, without the necessity of posting a bond. The provisions of Sections 8, 9 and 10 will survive the termination of this Agreement in accordance with the terms set forth in each Section.

13.           Arbitration. Except for an action for injunctive relief as described in Section 12, any disputes or controversies arising under this Agreement will be settled by arbitration in Boston, Massachusetts in accordance with the rules of the American Arbitration Association relating to the arbitration of employment disputes. The determination and finding of such arbitrators will be final and binding on all parties and may be enforced, if necessary, in any court of competent jurisdiction.

14.           Notices. Any notice or request required or permitted to be given to any party will be given in writing and, excepting personal delivery, will be given at the

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address set forth below or at such other address as such party may designate by written notice to the other party to this Agreement:

To Officer:	Edward Murphy
	79 Wilsondale Street,
	Dover, MA 02030
To Employer:	National Mentor, Inc.
	313 Congress Street
	Boston, Massachusetts 02210
	Attention: General Counsel
	Facsimile: 617-790-4941
With a copy to:	National Mentor Holdings, Inc.
	c/o Madison Dearborn Capital Partners, LLC
	Three First National Plaza, Suite 3800
	Chicago, Illinois 60602
	Attention: Timothy Sullivan
	Fax No. (312) 895-1001

Each notice given in accordance with this Section will be deemed to have been given, if personally delivered, on the date personally delivered; if delivered by facsimile transmission, when sent and confirmation of receipt is received; or, if mailed, on the third day following the day on which it is deposited in the United States mail, certified or registered mail, return receipt requested, with postage prepaid, to the address last given in accordance with this Section.

15.           Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and should not be construed or interpreted to restrict or modify any of the terms or provisions of this Agreement.

16.           Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision will be fully severable and this Agreement and each separate provision will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. In addition, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and legal, valid and enforceable, if such reformation is allowable under applicable law.

17.           Binding Effect. This Agreement will be binding upon and shall inure to the benefit of each party and each party’s respective successors, heirs and legal

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representatives. This Agreement may not be assigned by Officer to any other person or entity but may be assigned by Employer to any wholly-owned subsidiary or affiliate of Employer or to any successor to or transferee of all, or any part, of the stock or assets of Employer.

18.           Employer Policies, Regulations and Guidelines for Officers. Employer may issue policies, rules, regulations, guidelines, procedures or other material, whether in the form of handbooks, memoranda, or otherwise, relating to its officers. These materials are general guidelines for Officer’s information and will not be construed to alter, modify or amend this Agreement for any purpose whatsoever.

19.           Entire Agreement. This Agreement, the Stock Option Agreement, dated as of the date hereof, by and between National Mentor Holdings, Inc. (“Holdings”) and Officer, the Management Stock Purchase Agreement, dated as of the date hereof, by and between Holdings and Officer, the Amended and Restated Stockholders Agreement, dated as of May 1, 2003, by and among Holdings, Officer and certain of its other stockholders, as amended, modified and supplemented from time to time (the “Stockholders Agreement”), and the Registration Agreement, dated as of March 9, 2001, by and among Holdings, Officer and certain other stockholders of Holdings, as amended, modified and supplemented from time to time, embody the entire agreement and understanding between the parties with respect to their subject matter and supersede all prior agreements and understandings, whether written or oral, relating to their subject matter, unless expressly provided otherwise within such agreements. No amendment or modification of this Agreement will be valid unless made in writing and signed by each of the parties and countersigned by Madison Dearborn Capital Partners, LLC. No representations, inducements or agreements have been made to induce either Officer or Employer to enter into this Agreement which are not expressly set forth within this Agreement. Officer and Employer acknowledge and agree that Employer’s wholly-owned subsidiaries and affiliates are express third party beneficiaries of this Agreement.

*              *              *              *              *

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

EDWARD MURPHY	NATIONAL MENTOR, INC.
“Officer”	“Employer”
/s/ Edward Murphy	By:	/s/ Gregory Torres
	Name:			Gregory Torres
	Title:		CEO

EXHIBIT A

Restricted Territory

The Restricted Territory is any location within a radius of fifty (50) miles of any existing operation of Employer, or its affiliates or controlled subsidiaries, engaged in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services.

EX-10.4

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 29, 1999 by and between Greg Torres (“Officer”), and National Mentor, Inc., a Delaware corporation (“Employer”).

WHEREAS, Employer desires to continue to obtain the services of Officer and Officer desires to continue to render services to Employer; and

WHEREAS, Employer and Officer desire to set forth the terms and conditions of Officer’s continued employment with Employer under this Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

STATEMENT OF AGREEMENT

1.Employment. Employer agrees to employ Officer, and Officer accepts such employment in accordance with the terms of this Agreement, for an initial term of three years commencing on October 1, 1999 and, unless terminated earlier in accordance with the terms of this Agreement, ending on September 30, 2002. After the initial term has expired, this Agreement will renew automatically on the anniversary date of each year for a one-year term. If either party desires not to renew the Agreement, they must provide the other party with written notice of their intent not to renew the Agreement at least sixty days prior to the next anniversary date. If Employer chooses not to renew this Agreement, Employer shall continue to pay Officer the compensation provided for in Section 4(a) of this Agreement for one year commencing on such anniversary date.

2.Position and Duties of Officer. Officer will serve as President and Chief Executive Officer of Employer. Officer agrees to serve in such position, or in such other positions of a similar status or level as Employer determines from time to time, and to perform the commensurate duties that Employer may assign from time to time to Officer until the expiration of the term or such time as Officer’s employment with Employer is terminated pursuant to this Agreement.

3.Time Devoted and Location of Officer.

(a)Subject to Section 3(c), Officer will devote his/her full business time and energy to the business affairs and interests of Employer, and will use his/her best efforts and abilities to promote Employer’s interests. Officer agrees that he/she will diligently endeavor to perform services contemplated by this Agreement in a manner consistent with his/her position and in accordance with the policies established by the Employer and provided to Officer from time to time.

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(b)Officer’s primary business office and normal place of work will be located in Boston, Massachusetts.

(c)Officer may serve as an officer, director, agent or employee of any direct or indirect subsidiary or other affiliate of Employer, but may not serve as an officer, director, agent or employee of any other business enterprise without the written approval of the Board; provided, that Officer may serve in any capacity with any civic, educational or charitable organization, or any governmental entity or trade association, without seeking or obtaining such written approval of the Board, if such activities and services do not interfere or conflict with the performance of Officer’s duties under this Agreement.

4.Compensation.

(a)Base Salary. Employer will pay Officer a base salary in the amount of $250,000 per year, which amount will be paid in accordance with Employer’s normal payroll schedule less appropriate withholdings for federal and state taxes and other deductions authorized by Officer. Such salary will be subject to review and adjustment by Employer from time to time.

(b)Benefits. Officer will be eligible to participate in all benefit plans to the same extent as they are made available to other senior executives of Employer. Officer will receive separate information detailing the terms of the benefit plans and the terms of such plans will control. Officer also will be eligible to participate in any annual incentive plan and stock option plan applicable to Officer by its terms.

5.Expenses. During the term of this Agreement, Employer will reimburse Officer promptly for all reasonable travel, entertainment, parking, business meetings and similar expenditures in pursuance and furtherance of Employer’s business upon receipt of reasonably supporting documentation as required by Employer’s policies applicable to its officers and employees generally.

6.Termination; Rights upon a Change of Control.

(a)Termination Due to Resignation and Termination with Cause. Except as otherwise set forth in this Agreement, this Agreement, Officer’s employment, and Officer’s rights to receive compensation and benefits from Employer, will terminate upon the occurrence of any of the following events: (i) the effective date of Officer’s resignation without good reason, or (ii) termination for cause at the discretion of Employer under the following circumstances: (a) Officer’s commission of an act of fraud or dishonesty involving his/her duties on behalf of Employer; (b) Officer’s willful failure or refusal to faithfully and diligently perform material duties assigned to Officer consistent with Section 2 above, or other breach of any material term under this Agreement; (c) Officer’s willful failure or refusal to abide by Employer’s material policies, rules, procedures or directives; or (d) Officer’s conviction of a felony or a misdemeanor involving moral turpitude. If Officer is terminated pursuant to this Section 6(a),

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Employer’s only remaining financial obligation to Officer under this Agreement will be to pay any earned but unpaid base salary and accrued but unpaid vacation and reimbursable travel and entertainment expenses through the date of Officer’s termination.

For the events described in Sections 6(a)(ii)(b) and (c), Employer will give Officer written notice of such event and a reasonable opportunity to cure such situation, but in no event less than thirty days.

(b)Termination Without Cause. Officer may terminate his/her employment without cause at any time by giving thirty days written notice of resignation to Employer. Employer may terminate this Agreement without cause at any time by giving thirty days prior written notice to Officer. If Employer terminates this Agreement without cause, Employer may direct Officer to cease providing services immediately. Subject to the limitation set forth in Section 7(a) below, if Employer terminates this Agreement without cause, Employer shall continue to pay Officer the compensation provided for in Section 4(a) of this Agreement for a period of time equal to the greater of (i) the remaining term of this Agreement or (ii) two years. No other benefits or compensation will be paid to Officer if he/she is terminated pursuant to this Section 6(b), unless otherwise provided for in the terms of the applicable plan or benefit (including without limitation Employer’s Executive Sale Equity Bonus Plan).

(c)Termination by Officer for Good Reason. Officer may terminate this Agreement, and his/her employment with Employer, for “good reason” upon the occurrence of any of the following:

(i)a requirement by Employer that Officer relocate his/her primary business office more than 25 miles from its current location in order to fulfill Officer’s duties under this Agreement;

(ii)the failure of Employer to comply with Section 4; or

(iii)any material breach of this Agreement by Employer; or

(iv)the assignment to Officer of duties materially inconsistent with Officer’s status as President and Chief Executive Officer of Employer.

Prior to terminating this Agreement pursuant to this Section, Officer shall give to Employer written notice of his/her “good reason” for terminating this Agreement and provide Employer with a reasonable period in which to contest or correct the “good reason”, but in no event less than thirty days. In the event of a termination for “good reason” pursuant to this Section, Officer will be entitled to receive all compensation and benefits provided for in this Agreement for a termination by Employer without cause, subject to the limitation set forth in Section 7(a) below.

(d)Automatic Termination. This Agreement will terminate automatically upon the death or permanent disability of Officer. Officer will be deemed

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to be “Disabled” or to suffer from a “Disability” within the meaning of this Agreement if, because of a physical or mental impairment, Officer has been unable to perform the essential functions of his/her position for a period of 180 consecutive days, or if Officer can reasonably be expected to be unable to perform the essential functions of his/her position for such period. The term “essential duties” is defined as the ability to consistently perform his/her assigned duties, including travel requirements. Subject to continuing coverage under applicable benefit plans, and except as otherwise provided in this Agreement and Employer’s Executive Sale Equity Bonus Plan, if Officer is terminated pursuant to this Section 6(d), Employer’s only remaining financial obligation to Officer under this Agreement will be to pay any earned but unpaid base salary and accrued but unpaid vacation and reimbursable travel and entertainment expenses through the date of Officer’s termination.

(e)Effect of Termination. Except as otherwise provided for in this Agreement, upon termination of this Agreement, all rights and obligations under this Agreement will cease except for the rights and obligations under Sections 4 and 5 to the extent Officer has not been compensated or reimbursed for services performed prior to termination or has not been paid vacation and reimbursable travel and entertainment expenses accrued through the termination date (the amount of compensation to be prorated for the portion of the pay period prior to termination); the rights and obligations under Section 7 that expressly state that they will continue after termination of employment, the rights and obligations under Sections 8, 9 and 10; and all procedural and remedial provisions of this Agreement. A termination of this Agreement will constitute a termination of Officer’s employment with Employer.

7.Rights upon a Change of Control; Retention Bonus.

(a)Rights Upon a Change of Control.

(i) For purposes of this Agreement, a “change of control” of Employer will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by any person or entity (other than a wholly owned subsidiary of Magellan Health Services, Inc. (“Magellan”)), or any group of persons or entities who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act), of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d3(a)(1) under the Exchange Act) more than 50% of Employer’s then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of Employer; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction where Employer or Magellan do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that

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controls the acquiring entity, if other than a corporation. The foregoing notwithstanding, a spinoff or other similar distribution of the shares or business of Mentor shall not constitute a change of control for purposes of this Agreement.

(ii) In the event of a change of control of Employer occurs during the term of Officer’s employment hereunder, (or within six months after the term of Officer’s employment hereunder ends due to non-renewal of this Agreement by Employer, termination by Employer without cause, termination by Officer for good reason, or termination due to death or disability as contemplated by Section 6(d)) Officer shall be entitled to receive a lump sum payment of (a) 150% of his Base Salary paid on the date of the closing of the transaction constituting such change in control, and (b) 150% of his Base Salary on the first anniversary of such closing. Officer shall not be entitled to any such payment provided in the preceding clause (b), if prior to the time for payment thereof, (x) Employer shall have terminated Officer’s Employment with Cause, (y) Officer shall have terminated his Employment without good reason (as defined above), or (z) Officer shall have violated the covenants set forth in Section 8 hereof, unless prior to the occurrence of (x), (y) or (z) above, Officer shall have entered into a new Employment Agreement with the party acquiring control in such change of control transaction. Any amounts paid to Officer upon a change of control as contemplated by this Section 7(a) shall be in lieu of any amounts otherwise payable to Officer under the last sentence of Section 1, or Section 6(b) or Section 6(c) hereof.

(iii) Alternatively, if there is a change of control (as defined above mutatis mutandis) of Magellan during the term of this Agreement, and Employer is still a subsidiary of Magellan at the time of such change of control, Officer will be entitled to terminate this Agreement within 90 days after such change of control, and upon such termination will be entitled to all of the compensation provided in Section 4(a) of this Agreement for a period of one year. Any amounts payable to Officer upon a change of control of Magellan as contemplated by this paragraph shall be applied towards any amounts otherwise payable to Officer under the last sentence of Section 1, or Section 6(b) or Section 6(c) hereof.

(iv) If Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G (a “Parachute Event”) that would constitute “excess parachute, payments” (as defined in Internal Revenue Code Section 280G) if paid, then Officer’s entitlement to such payments will be reduced by such amount as will cause none of such payments to constitute excess parachute payments; if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4999), would be greater after such reduction than if such reduction were not made.

(b)Retention Bonus. Employer shall pay to Officer a retention bonus of 150% of the base salary figure stated in Section 4(a) above on the second anniversary of the date of this Agreement, provided that prior to such time Officer has not been terminated for cause, terminated his employment without good reason, or terminated his

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employment after a change in control of Magellan as contemplated by Section 7(a)(iii) above, and provided further, that no transaction involving a change of control of Employer (as defined above) has occurred by that time. Alternatively, and in lieu of the foregoing retention bonus, in the event of a spinoff or other similar distribution of the shares or business of Mentor, Employer shall pay to Officer a retention bonus of 150% of the base salary figure stated in Section 4(a) above on each of the first and second anniversaries of the closing of such spinoff, provided that Officer has not been terminated for cause or terminated his employment without good reason prior to such time. In the event that Employer adopts any “above target” bonus program, any amounts paid to Officer thereunder shall be credited toward payment of the foregoing retention bonuses.

8.Protection of Confidential Information/Non-Competition/Non-Solicitation.

Officer covenants and agrees as follows:

(a)During Employer’s employment of Officer and for a period of eighteen months following the termination of Officer’s employment for any reason, Officer will not use or disclose, directly or indirectly, for any reason whatsoever or in any way, other than at the direction of Employer (with the written consent of Magellan) during the course of Officer’s employment, or following the termination of Officer’s employment after receipt of the prior written consent of Employer, any confidential information or trade secrets of Employer or its controlled subsidiaries or affiliates, including, but not limited to, the following: lists of past, current or potential customers of Employer and its controlled subsidiaries and affiliates; all systems, manuals, materials, processes and other intellectual property of any type used by Employer or its controlled subsidiaries and affiliates in connection with their respective business operations; financial statements, cost reports and other financial information; contract proposals and bidding information; rate and fee structures; policies and procedures developed as part of a confidential business plan; and management systems and procedures, including manuals and supplements (collectively, the “Confidential Information”). The obligation not to use or disclose any Confidential Information will not apply to: (i) any Confidential Information known by Officer before commencing employment with Employer, (ii) Confidential Information which Officer obtains from a third party, provided Officer has no actual or constructive knowledge that the third party obtained the Confidential Information by wrongful or inappropriate means, (iii) following the termination of the employment of Officer with Employer, to any information that is or becomes public knowledge through no fault of Officer, and that may be utilized by the public without any direct or indirect obligation to Employer, but the termination of the obligation for non-use or nondisclosure by reason of such information becoming public will extend only from the date such information becomes public knowledge, or (iv) disclosure compelled by legal process. The above will be without prejudice to any rights or remedies of Employer under any state or federal law protecting trade secrets or other information.

(b)Officer covenants and agrees that during the term of his/her employment with Employer and for a period of twelve months immediately following the

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termination of said employment for any reason, he/she will not, directly or indirectly, seek, obtain or accept a “Competitive Position” in the “Restricted Territory” with a “Competitor” of Employer.

The following definitions shall apply to this Section:

•“Competitor” means any business, individual, partnership, joint venture, association, firm, corporation or other entity engaged, wholly or in part, in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services (the “Competitive Business”).

•“Competitive Position” means any position (including a consulting position) or employment with a “Competitor” of Employer in which Officer is engaged in corporate or operational management of the part of such Competitor’s business which constitutes a Competitive Business.

•“Restricted Territory” is the geographic area set forth in Exhibit A to this Agreement. The parties agree to review the geographic area included within the Restricted Territory from time to time at either party’s request and the Restricted Territory will thereafter be modified so that its coverage extends to, but only to, the geographic area necessary to protect the interest of the Employer and its controlled subsidiaries and affiliates engaged in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services. No such reformation will be valid unless it is evidenced by written amendment to this Agreement and signed by both parties.

(c)To protect the goodwill of Employer and its controlled subsidiaries and affiliates, or the customers of Employer and its controlled subsidiaries and affiliates, Officer agrees that, for a period of eighteen months immediately following the termination of his/her employment with Employer, he/she will not, without the prior written permission of Employer, directly or indirectly, for himself or herself or on behalf of any other person or entity, solicit, divert away, take away or attempt to solicit or take away any Customer of Employer for purposes of providing or selling or providing therapeutic foster care or other home or community-based healthcare or human services if Employer, or the particular controlled subsidiary or affiliate of Employer, is then still engaged in the sale or provision of such services of the time of the solicitation. For purposes of this Section 8(c), “Customer” means any individual or entity to whom Employer or its controlled subsidiaries or affiliates has provided, or contracted to provide, therapeutic foster care or other home or community-based healthcare or human services, and with whom Officer had, alone or in conjunction with others, Material Contact during the twelve months prior to the termination of her employment. For purposes of this Section 8(c), Officer had “Material Contact” with a customer if (i) Officer had business dealings with the customer on behalf of Employer or its controlled subsidiaries or affiliates; (ii) Officer was responsible for supervising or coordinating the dealings between the customer and Employer or its controlled subsidiaries or affiliates; or (iii) Officer obtained trade secrets or confidential information about the customer as a

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result of Officer’s association with Employer or its controlled subsidiaries or affiliates.

(d)During Employer’s employment of Officer and for a period of eighteen months following the termination of Officer’s employment with Employer for any reason, Officer will not solicit for employment, directly or indirectly, any employee of Employer or any of its controlled subsidiaries or affiliates who was employed with Employer or its controlled subsidiaries or affiliates within the one year period immediately prior to Officer’s termination.

(e)Employer may, with the prior written consent of Magellan, waive compliance with one or more of the covenants of Officer set forth in this Section 8 for the purpose of facilitating the negotiation of the acquisition of Employer by a third party. Such a waiver must be made in writing and executed by Employer and Magellan, and shall be effective only with respect to the acts specifically described therein.

9.Work Made for Hire. Officer agrees that any written program materials, protocols, research papers and all other writings (the “Work”), which Officer develops for Employer’s use, or for use by Employer’s controlled subsidiaries or affiliates, during the term of this Agreement, will be considered “work made for hire” within the meaning of the United States Copyright Act, Title 17, United States Code, which vests all copyright interest in and to the Work in the Employer. In the event, however, that any court of competent jurisdiction finally declares that the Work is not or was not a work made for hire as agreed, Officer agrees to assign, convey, and transfer to the Employer all right, title and interest Officer may presently have or may have or be deemed to have in and to any such Work and in the copyright of such work, including but not limited to, all rights of reproduction, distribution, publication, public performance, public display and preparation of derivative works, and all rights of ownership and possession of the original fixation of the Work and any and all copies. Additionally, Officer agrees to execute any documents necessary for Employer to record and/or perfect its ownership of the Work and the applicable copyright. The foregoing will not apply to any writings Officer develops which are not for Employer’s use or are in each instance specifically excluded in advance of publication from the coverage of the foregoing by Employer’s Board of Directors.

10.Property of Employer. Officer agrees that, upon the termination of Officer’s employment with Employer, Officer will immediately surrender to Employer all property, equipment, funds, lists, books, records and other materials of Employer or its controlled subsidiaries or affiliates in the possession of or provided to Officer, provided, however, Officer shall be entitled to retain individualized bound volumes of transaction documents in which Officer provided services.

11.Governing Law. This Agreement and all issues relating to the validity, interpretation and performance will be governed by and interpreted under the laws of the State of Maryland.

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12.Remedies. Employer and Officer agree that an actual or threatened violation by Officer of the covenants and obligations set forth in Sections 8, 9 and 10 will cause irreparable harm to Employer or its controlled subsidiaries or affiliates and that the remedy at law for any such violation will be inadequate. Officer agrees, therefore, that Employer or its controlled subsidiaries or affiliates will be entitled to appropriate equitable relief, including, but not limited to, a temporary restraining order and a preliminary injunction, without the necessity of posting a bond. The provisions of Sections 8, 9 and 10 will survive the termination of this Agreement in accordance with the terms set forth in each Section.

13.Arbitration. Except for an action for injunctive relief as described in Section 12, any disputes or controversies arising under this Agreement will be settled by arbitration in Boston, Massachusetts in accordance with the rules of the American Arbitration Association relating to the arbitration of employment disputes. The determination and findings of such arbitrators will be final and binding on all parties and may be enforced, if necessary, in any court of competent jurisdiction.

/s/ GT

Officer’s

Initials

14.Notices. Any notice or request required or permitted to be given to any party will be given in writing and, excepting personal delivery, will be given at the address set forth below or at such other address as such party may designate by written notice to the other party to this Agreement:

To Officer:	Greg Torres
	25 Wildwood Street
	Winchester, MA 01890
To Employer:	National Mentor, Inc.
	313 Congress Street
	Boston, Massachusetts 02210
	Attention: General Counsel
	Facsimile: 617-790-4941
With a copy to:	Magellan Health Services, Inc.
	6950 Columbia Gateway Drive
	Columbia, Maryland 21046
	Attention: General Counsel
	Facsimile: 410-953-5207

Each notice given in accordance with this Section will be deemed to have been given, if personally delivered, on the date personally delivered; if delivered by facsimile transmission, when sent and confirmation of receipt is received; or, if mailed, on the third day following the day on which it is deposited in the United States mail, certified or

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registered mail, return receipt requested, with postage prepaid, to the address last given in accordance with this Section.

15.Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and should not be construed or interpreted to restrict or modify any of the terms or provisions of this Agreement.

16.Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision will be fully severable and this Agreement and each separate provision will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. In addition, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable, if such reformation is allowable under applicable law.

17.Binding Effect. This Agreement will be binding upon and shall inure to the benefit of each party and each party’s respective successors, heirs and legal representatives. This Agreement may not be assigned by Officer to any other person or entity but may be assigned by Employer to any wholly-owned subsidiary or affiliate of Employer or to any successor to or transferee of all, or any part, of the stock or assets of Employer.

18.Employer Policies, Regulations and Guidelines for Officers. Employer may issue policies, rules, regulations, guidelines, procedures or other material, whether in the form of handbooks, memoranda, or otherwise, relating to its officers. These materials are general guidelines for Officer’s information and will not be construed to alter, modify or amend this Agreement for any purpose whatsoever.

19.Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter, unless expressly provided otherwise within this Agreement. No amendment or modification of this Agreement will be valid unless made in writing and signed by each of the parties and countersigned by Magellan. No representations, inducements or agreements have been made to induce either Officer or Employer to enter into this Agreement which are not expressly set forth within this Agreement. Officer and Employer acknowledge and agree that Employer’s wholly-owned subsidiaries and affiliates are express third party beneficiaries of this Agreement.

***

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

GREG TORRES	NATIONAL MENTOR, INC.
“Officer”	“Employer”
/s/ Gregory Torres	By:	/s/ Gregory Torres
	Name:			Gregory Torres
	Title:		President and CEO

EXHIBIT A
Restricted Territory

The Restricted Territory is any location within a radius of fifty miles of any existing operation of Employer, or its affiliates or controlled subsidiaries, engaged in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services.

EX-10.5

Exhibit 10.5

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 9 , 2001, is made to the Employment Agreement (the “Employment Agreement”), dated as of September 29, 1999, by and between Greg Torres (“Officer”) and National Mentor, Inc., a Delaware corporation (“Employer”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Employment Agreement.

WHEREAS, Officer and National Mentor Holdings, Inc., a Delaware corporation and the parent corporation of Employer, are party to that certain Management Stock Purchase Agreement, dated as of the date hereof;

WHEREAS, in connection with the purchase and sale of stock thereunder, Officer has agreed to enter into this Amendment; and

WHEREAS, the parties hereto wish to amend the Employment Agreement as set forth herein.

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby amend the Employment Agreement as follows:

1.The title of Section 6 is hereby deleted in its entirety and the following is substituted in its place:

“6.Termination”

2.The last sentence of Section 6(c) of the Employment Agreement, which begins with the words “In the event of a termination,” is hereby deleted in its entirety and the following is substituted in its place:

“In the event of a termination for “good reason” pursuant to this Section, Officer will be entitled to receive all compensation and benefits provided for in this Agreement for a termination by Employer without cause.”

3.Section 6(e) of the Employment Agreement is hereby deleted in its entirety and the following is substituted in its place:

“(e) Effect of Termination. Except as otherwise provided for in this Agreement, upon termination of this Agreement, all rights and obligations under this Agreement will cease except for the rights and obligations under Sections 4 and 5 to the extent Officer has not been compensated or reimbursed for services performed prior to termination or has not been

1

paid vacation and reimbursable travel and entertainment expenses accrued through the termination date (the amount of compensation to be prorated for the portion of the pay period prior to termination); the rights and obligations under Sections 8, 9 and 10; and all procedural and remedial provisions of this Agreement. A termination of this Agreement will constitute a termination of Officer’s employment with Employer.”

4.Section 7 of the Employment Agreement, entitled “Rights upon, a Change of Control; Retention Bonus,” is hereby deleted in its entirety.

5.In each place where the word “Magellan” appears in the Employment Agreement such word shall be deleted and substituted in its place shall be the following:

“National Mentor Holdings, Inc.”

6.The word “Maryland” in Section 10 of the Employment Agreement entitled “Governing Law” is hereby deleted and the following is substituted in its place:

“Massachusetts”

7.The name “Magellan Health Services, Inc.” and the address information appearing under such name in Section 14 of the Employment Agreement is hereby deleted in its entirety and the following is substituted in its place:

“National Mentor Holdings, Inc.

c/o Madison Dearborn Capital Partners, LLC

Three First National Plaza, Suite 3800

Chicago, Illinois 60602

Attention: Timothy Sullivan

Fax No. (312) 895-1001”

8.The second sentence of Section 19 of the Employment Agreement, which begins with the words “No amendment or modification,” is hereby deleted in its entirety and the following is substituted in its place:

“No amendment or modification of this Agreement will be valid unless made in writing and signed by each of the parties and countersigned by Madison Dearborn Capital Partners, LLC.”

9.Full Force and Effect. Except as expressly amended or modified hereby, the Employment Agreement will and does remain in full force and effect.

10.Counterparts. This Amendment may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Amendment.

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11.No Strict Construction. The language used in this Amendment shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any person.

*** **

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date and year first written above.

NATIONAL MENTOR, INC.
“Employer”
By:	/s/ Gregory Torres
Name:		Gregory Torres
Title:		President
Greg Torres
“Officer”
/s/ Gregory Torres

ACKNOWLEDGED AND AGREED

this 9^th day of March, 2001

MAGELLAN HEALTH SERVICES, INC.
By:	/s/ Mark S. Demilio
Name: Mark S. Demilio
Title: Executive Vice President, Finance and Legal

EX-10.6

Exhibit 10.6

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 7, 2004 by and between Greg Torres (“Officer”), and National Mentor, Inc., a Delaware corporation (“Employer”).

WHEREAS, Officer and Employer are party to that certain Employment Agreement, dated September 29, 1999, as amended by the First Amendment thereto, dated March 9, 2001 (as amended from time to time, the “Prior Employment Agreement”); and

WHEREAS, Employer and Officer desire to amend and restate the Prior Employment Agreement as set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

STATEMENT OF AGREEMENT

1.Employment. Employer agrees to employ Officer, and Officer accepts such employment in accordance with the terms of this Agreement until Officer’s employment with Employer is terminated pursuant to this Agreement.

2.Position and Duties of Officer. Until September 7, 2004, Officer will serve as President and Chief Executive Officer of Employer, from September 8, 2004 until on or about December 31, 2004, Officer will serve as Chief Executive Officer and Executive Chairman of the Board of Directors of Employer (the “Board”) and from on or about January 1, 2005 until Officer’s employment with Employer is terminated pursuant to this Agreement, Officer will serve as Executive Chairman of the Board of Directors of Employer. Until September 7, 2004, Officer agrees to serve as President and Chief Executive Officer, or in such other positions of a similar status or level as Employer determines from time to time, and to perform the commensurate duties that Employer may assign from time to time to Officer. From September 8, 2004 until such time as Officer’s employment with Employer is terminated pursuant to this Agreement, Officer agrees to serve in the positions as set forth above, to perform the commensurate duties that Employer may assign from time to time to Officer and to be responsible for developing and building the Boards of Directors of Employer and its affiliates, executive leadership development, annual budget review and comment, high level state field reviews, government lobbying, liquidity development and broad strategic development. In addition, Officer shall be responsible for the transition of Edward Murphy into the position of President of Employer on or about September 7, 2004 and into the position of President and Chief Executive Officer of Employer on or about January 1, 2005.

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Beginning on or about September 8, 2004, Officer shall not have any officers or employees of Employer or its affiliates reporting directly to him.

3.Time Devoted and Location of Officer.

(a)Subject to the early termination of Officer’s employment pursuant to this Agreement and Section 3(c), (i) until December 31, 2004, Officer will devote his full business time and energy to the business affairs and interests of Employer, (ii) from January 1, 2005 to September 30, 2005, Officer will devote approximately 80% (more or less as required) of his full business time and energy to the business affairs and interests of Employer (e.g., averaging four full working days per week) and (iii) from October 1, 2005 until such time as Officer’s employment with Employer is terminated pursuant to this Agreement, Officer will devote approximately 30% (more or less as required) of his full business time and energy to the business affairs and interests of Employer (e.g., averaging one to two full working days per week). During his employment hereunder, Officer will use his best efforts and abilities to promote Employer’s interests and will diligently endeavor to perform the services contemplated by this Agreement in a manner consistent with his position and in accordance with, the policies established by the Employer and provided to Officer from time to time.

(b)Officer’s primary business office and normal place of work will be located at Employer’s corporate office in Boston, Massachusetts.

(c)Officer may serve as an officer, director, agent or employee of any direct or indirect subsidiary or other affiliate of Employer, but may not serve as an officer, director, agent or employee of any other business enterprise without the written approval of the Board; provided, that Officer may serve in any capacity with any civic, educational or charitable organization, or any governmental entity or trade association, without seeking or obtaining such written approval of the Board, if such activities and services do not interfere or conflict with the performance of Officer’s duties under this Agreement.

4.Compensation.

(a)Base Salary. From October 1, 1999 until September 7, 2004, Employer will pay Officer a base salary as provided in the Prior Employment Agreement. For the period from September 8, 2004 until December 31, 2004, Employer will pay Officer a base salary at a rate of $290,000 per year. For the period from January 1, 2005 to September 30, 2005, Employer will pay Officer a base salary at a rate of $240,000 per year. For periods on and after October 1, 2005, Employer will pay Officer a base salary at a rate of $100,000 per year or such higher amount as the compensation committee of the Board may determine in its discretion from time to time. Such salary shall be paid in accordance with Employer’s normal payroll schedule less appropriate withholdings for federal and state taxes and other deductions authorized by Officer.

(b)Benefits. Officer will be eligible to participate in all benefit plans

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in effect as of September 7, 2004 to the same extent as they are made available to other senior executives of Employer for so long as he shall remain employed by Employer pursuant to this Agreement. Officer will receive separate information detailing the terms of the benefit plans and the terms of such plans will control. Notwithstanding the foregoing or in any benefit plan, program, agreement or arrangement of Employer or its affiliates, (i) for periods on and after October 1, 2004, Officer shall no longer be a participant in any bonus, stock option, incentive or similar plan, program, agreement or arrangement of Employer or its affiliates, (ii) on September 7, 2004, all of Officer’s options to acquire capital stock of National Mentor Holdings, Inc. shall automatically be cancelled and terminated for no additional payment or consideration and Officer shall return to Employer all originals and copies of stock option agreements or similar agreements evidencing or documenting such options and (iii) for periods on and after January 1, 2005, Officer shall no longer be entitled to defer any additional compensation or be entitled to have additional discretionary contributions made on his behalf under Employer’s Executive Deferred Compensation Plan, originally adopted on March 9, 2001. Until termination of Officer’s employment pursuant to this Agreement, Officer shall be entitled to the use of an office in connection with the performance of his duties hereunder chosen and provided by Employer consistent with Section 3(b) above.

5.Expenses. During the term of this Agreement, Employer will reimburse Officer promptly for all reasonable travel, entertainment, parking, business meetings and similar expenditures in pursuance and furtherance of Employer’s business upon receipt of reasonably supporting documentation as required by Employer’s policies applicable to its officers and employees generally.

6.Termination.

(a)Termination Due to Resignation and Termination with Cause. Except as otherwise set forth in this Agreement, this Agreement, Officer’s employment, and Officer’s rights to receive compensation and benefits from Employer, will terminate upon the occurrence of any of the following events: (i) the effective date of Officer’s resignation without good reason, or (ii) termination for cause at the discretion of Employer under the following circumstances: (a) Officer’s commission of an act of fraud or dishonesty involving his duties on behalf of Employer; (b) Officer’s willful failure or refusal to faithfully and diligently perform material duties assigned to Officer consistent with Section 2 above, or other breach of any material term under this Agreement; (c) Officer’s willful failure or refusal to abide by Employer’s material policies, rules, procedures or directives; or (d) Officer’s conviction of a felony or a misdemeanor involving moral turpitude. If Officer is terminated pursuant to this Section 6(a), Employer’s only remaining financial obligation to Officer under this Agreement will be to pay any earned but unpaid base salary and accrued but unpaid vacation and reimbursable travel and entertainment expenses through the date of Officer’s termination.

For the events described in Sections 6(a)(ii)(b) and (c), Employer will give Officer written notice of such event and a reasonable opportunity to cure such situation, but in no event less than thirty (30) days.

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(b)Termination Without Cause. Officer may terminate his employment without cause at any time by giving thirty (30) days written notice of resignation to Employer. Employer may terminate this Agreement without cause at any time by giving thirty (30) days prior written notice to Officer. If Employer terminates this Agreement without cause, Employer may direct Officer to cease providing services immediately. If Employer terminates this Agreement without cause on or before December 31, 2004, Employer shall continue to pay Officer the compensation provided for in Section 4(a) of this Agreement for the period of time from the date of such termination until December 31, 2004. No other benefits or compensation will be paid to Officer if he is terminated pursuant to this Section 6(b) unless otherwise provided for in the terms of the applicable plan or benefit.

(c)Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “good reason” upon the occurrence of any of the following:

(i)a requirement by Employer that Officer relocate his primary business office more than 25 miles from its current location in order to fulfill Officer’s duties under this Agreement;

(ii)the failure of Employer to comply with Section 4; or

(iii)any material breach of this Agreement by Employer; or

(iv)the assignment to Officer of duties materially inconsistent with his title at such time and with his duties under this Agreement at such time.

Notwithstanding the foregoing or anything to the contrary, the retention and/or assumption of duties or responsibilities by Edward Murphy that would otherwise have been duties or responsibilities of Officer shall not be deemed to constitute, nor shall they be taken into account in determining whether there has been, “good reason” for purposes of this Agreement.

Prior to terminating this Agreement pursuant to this Section, Officer shall give to Employer written notice of his “good reason” for terminating this Agreement and provide Employer with a reasonable period in which to contest or correct the “good reason”, but in no event less than thirty (30) days. In the event of a termination for “good reason” pursuant to this Section prior to December 31, 2004, Officer will be entitled to receive all compensation and benefits provided for in this Agreement for a termination by Employer without cause on or before December 31, 2004.

(d)Automatic Termination. This Agreement will terminate automatically upon the death or permanent disability of Officer. Officer will be deemed to be “Disabled” or to suffer from a “Disability” within the meaning of this Agreement if, because of a physical or mental impairment, Officer has been unable to perform the

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essential functions of his position for a period of 180 consecutive days, or if Officer can reasonably be expected to be unable to perform the essential functions if his position for such period. The term “essential duties” is defined as the ability to consistently perform his assigned duties, including travel requirements. Subject to continuing coverage under applicable benefit plans, and except as otherwise provided in this Agreement, if Officer is terminated pursuant to this Section 6(d), Employer’s only remaining financial obligation to Officer under this Agreement will be to pay any earned but unpaid base salary and accrued but unpaid vacation and reimbursable travel and entertainment expenses through the date of Officer’s termination.

(e)Effect of Termination. Except as otherwise provided for in this Agreement, upon termination of this Agreement, all rights and obligations under this Agreement will cease except for the rights and obligations under Sections 4 and 5 to the extent Officer has not been compensated or reimbursed for services performed prior to termination or has not been paid vacation and reimbursable travel and entertainment expenses accrued through the termination date (the amount of compensation to be prorated for the portion of the pay period prior to termination); the rights and obligations under Sections 8, 9 and 10; and all procedural and remedial provisions of this Agreement. A termination of this Agreement will constitute a termination of Officer’s employment with Employer.

7.Management Stock Purchase Agreement. On or about September 7, 2004, Officer and National Mentor Holdings, Inc. (“Holdings”) will enter into an amendment to the Management Stock Purchase Agreement, dated March 9, 2001, between Officer and Holdings, and to the Management Stock Purchase Agreement, dated May 31, 2003, between Officer and Holdings, in each case, substantially in the form of Exhibit B hereto.

8.Protection of Confidential Information/Non-Competition/Non-Solicitation.

Officer covenants and agrees as follows:

(a)During Employer’s employment of Officer and for a period of eighteen (18) months following the termination of Officer’s employment for any reason, Officer will not use or disclose, directly or indirectly, for any reason whatsoever or in any way, other than at the direction of Employer (with the written consent of National Mentor Holdings, Inc.) during the course of Officer’s employment, or following the termination of Officer’s employment after receipt of the prior written consent of Employer, any confidential information or trade secrets of Employer or its controlled subsidiaries or affiliates, including, but not limited to, the following: lists of past, current or potential customers of Employer and its controlled subsidiaries and affiliates; all systems, manuals, materials, processes and other intellectual property of any type used by Employer or its controlled subsidiaries and affiliates in connection with their respective business operations; financial statements, cost reports and other financial information; contract proposals and bidding information; rate and fee structures; policies and procedures developed as part of a confidential business plan; and management systems and procedures, including manuals and supplements (collectively, the “Confidential

5

Information”). The obligation not to use or disclose any Confidential Information will not apply to (i) any Confidential Information known by Officer before commencing employment with Employer, (ii) Confidential Information which Officer obtains from a third party, provided Officer has no actual or constructive knowledge that the third party obtained the Confidential Information by wrongful or inappropriate means, (iii) following the termination of the employment of Officer with Employer, to any information that is or becomes public knowledge through no fault of Officer, and that may be utilized by the public without any direct or indirect obligation to Employer, but the termination of the obligation for non-use or nondisclosure by reason of such information becoming public will extend only from the date such information becomes public knowledge, or (iv) disclosure compelled by legal process. The above will be without prejudice to any rights or remedies of Employer under any state or federal law protecting trade secrets or other information.

(b)Officer covenants and agrees that during the term of his employment with Employer and for a period of twelve (12) months immediately following the termination of said employment for any reason, he will not, directly or indirectly, seek, obtain or accept a “Competitive Position” in the “Restricted Territory” with a “Competitor” of Employer.

The following definitions shall apply to this Section:

“Competitor” means any business, individual, partnership, joint venture, association, firm, corporation or other entity engaged, wholly or in part, in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services (the “Competitive Business”).

“Competitive Position” means any position (including a consulting position) or employment with a “Competitor” of Employer in which Officer is engaged in corporate or operational management of the part of such Competitor’s business which constitutes a Competitive Business.

“Restricted Territory” is the geographic area set forth in Exhibit A to this Agreement. The parties agree to review the geographic area included within the Restricted Territory from time to time at either party’s request and the Restricted Territory will thereafter be modified so that its coverage extends to, but only to, the geographic area necessary to protect the interest of the Employer and its controlled subsidiaries and affiliates engaged in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services. No such reformation will be valid unless it is evidenced by written amendment to this Agreement and signed by both parties.

(c)To protect the goodwill of Employer and its controlled subsidiaries and affiliates, or the customers of Employer and its controlled subsidiaries and affiliates, Officer agrees that, for a period of eighteen months immediately following the termination of his employment with Employer, he will not, without the prior written

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permission of Employer, directly or indirectly, for himself or herself or on behalf of any other person or entity, solicit, divert away, take away or attempt to solicit or take away any customer of Employer for purposes of providing or selling or providing therapeutic foster care or other home or community-based healthcare or human services if Employer, or the particular controlled subsidiary or affiliate of Employer, is then still engaged in the sale or provision of such services at the time of the solicitation. For purposes of this Section 8(c), “Customer” means any individual or entity to whom Employer or its controlled subsidiaries or affiliates has provided, or contracted to provide, therapeutic foster care or other home or community-based healthcare or human services, and with whom Officer had, alone or in conjunction with others, Material Contact during the twelve months prior to the termination of her employment. For purposes of this Section 8(c), Officer had “Material Contact” with a customer if (i) Officer had business dealings with the customer on behalf of Employer or its controlled subsidiaries or affiliates; (ii) Officer was responsible for supervising or coordinating the dealings between the customer and Employer or its controlled subsidiaries or affiliates; or (iii) Officer obtained trade secrets or confidential information about the customer as a result of Officer’s association with Employer or its controlled subsidiaries or affiliates.

(d)During Employer’s employment of Officer and for a period of eighteen (18) months following the termination of Officer’s employment with Employer for any reason, Officer will not solicit for employment, directly or indirectly, any employee of Employer or any of its controlled subsidiaries or affiliates who was employed with Employer or its controlled subsidiaries or affiliates within the one-year period immediately prior to Officer’s termination.

(e)Employer may, with the prior written consent of National Mentor Holdings, Inc., waive compliance with one or more of the covenants of Officer set forth in this Section 8 for the purpose of facilitating the negotiation of the acquisition of Employer by a third party. Such a waiver must be made in writing and executed by Employer and National Mentor Holdings, Inc., and shall be effective only with respect to the acts specifically described therein.

9.Work Made for Hire. Officer agrees that any written program materials, protocols, research papers and all other writings (the “Work”), which Officer develops for Employer’s use, or for use by Employer’s controlled subsidiaries or affiliates, during the term of this Agreement, will be considered “work made for hire” within the meaning of the United States Copyright Act, Title 17, United States Code, which vests all copyright interest in and to the Work in the Employer. In the event, however, that any court of competent jurisdiction finally declares that the Work is not or was not a work made for hire as agreed, Officer agrees to assign, convey, and transfer to the Employer all right, title and interest Officer may presently have or may have or be deemed to have in and to any such Work and in the copyright of such work, including but not limited to, all rights of reproduction, distribution, publication, public performance, public display and preparation of derivative works, and all rights of ownership and possession of the original fixation of the Work and any and all copies. Additionally, Officer agrees to execute any documents necessary for Employer to record and/or perfect its ownership of the Work

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and the applicable copyright. The foregoing will not apply to any writing Officer develops which are not for Employer’s use or are in each instance specifically excluded in advance of publication from the coverage of the foregoing by the Board.

10.Property of Employer. Officer agrees that, upon the termination of Officer’s employment with Employer, Officer will immediately surrender to Employer all property, equipment, funds, lists, books, records and other materials of Employer or its controlled subsidiaries or affiliates in the possession of or provided to Officer, provided, however, Officer shall be entitled to retain individualized bound volumes of transaction documents in which Officer provided services.

11.Governing Law. This Agreement and all issues relating to the validity, interpretation and performance will be governed by and interpreted under the laws of the State of Massachusetts.

12.Remedies. Employer and Officer agree that an actual or threatened violation by Officer of the covenants and obligations set forth in Sections 8, 9 and 10 will cause irreparable harm to Employer or its controlled subsidiaries or affiliates and that the remedy at law for any such violation will be inadequate. Officer agrees, therefore, that Employer or its controlled subsidiaries or affiliates will be entitled to appropriate equitable relief, including, but not limited to, a temporary restraining order and a preliminary injunction, without the necessity of posting a bond. The provisions of Sections 8, 9 and 10 will survive the termination of this Agreement in accordance with the terms set forth in each Section.

13.Arbitration. Except for an action for injunctive relief as described in Section 12, any disputes or controversies arising under this Agreement will be settled by arbitration in Boston, Massachusetts in accordance with the rules of the American Arbitration Association relating to the arbitration of employment disputes. The determination and finding of such arbitrators will be final and binding on all parties and may be enforced, if necessary, in any court of competent jurisdiction.

14.Notices. Any notice or request required or permitted to be given to any party will be given in writing and, excepting personal delivery, will be given at the address set forth below or at such other address as such party may designate by written notice to the other party to this Agreement:

To Officer:	Greg Torres
	25 Wildwood Street
	Winchester, MA 01890
To Employer:	National Mentor, Inc.
	313 Congress Street
	Boston, Massachusetts 02210
	Attention: General Counsel
	Facsimile: 617-790-4941

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With a copy to:	National Mentor Holdings, Inc.
	c/o Madison Dearborn Capital Partners, LLC
	Three First National Plaza, Suite 3800
	Chicago, Illinois 60602
	Attention: Timothy Sullivan
	Fax No. (312) 895-1001

Each notice given in accordance with this Section will be deemed to have been given, if personally delivered, on the date personally delivered; if delivered by facsimile transmission, when sent and confirmation of receipt is received; or, if mailed, on the third day following the day on which it is deposited in the United States mail, certified or registered mail, return receipt requested, with postage prepaid, to the address last given in accordance with this Section.

15.Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and should not be construed or interpreted to restrict or modify any of the terms or provisions of this Agreement.

16.Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision will be fully severable and this Agreement and each separate provision will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. In addition, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and legal, valid and enforceable, if such reformation is allowable under applicable law.

17.Binding Effect. This Agreement will be binding upon and shall inure to the benefit of each party and each party’s respective successors, heirs and legal representatives. This Agreement may not be assigned by Officer to any other person or entity but may be assigned by Employer to any wholly-owned subsidiary or affiliate of Employer or to any successor to or transferee of all, or any part, of the stock or assets of Employer.

18.Employer Policies, Regulations and Guidelines for Officers. Employer may issue policies, rules, regulations, guidelines, procedures or other material, whether in the form of handbooks, memoranda, or otherwise, relating to its officers. These materials are general guidelines for Officer’s information and will not be construed to alter, modify or amend this Agreement for any purpose whatsoever.

19.Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties with respect to its subject matter and supersedes all

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prior agreements and understandings, whether written or oral, relating to its subject matter, including, without limitation, the Prior Employment Agreement, unless expressly provided otherwise within this Agreement. No amendment or modification of this Agreement will be valid unless made in writing and signed by each of the parties and countersigned by Madison Dearborn Capital Partners, LLC. No representations, inducements or agreements have been made to induce either Officer or Employer to enter into this Agreement which are not expressly set forth within this Agreement. Officer and Employer acknowledge and agree that Employer’s whollyowned subsidiaries and affiliates are express third party beneficiaries of this Agreement.

*** **

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Employment Agreement as of the date first above written.

GREG TORRES	NATIONAL MENTOR, INC.
“Officer”		“Employer”
/s/ Gregory Torres		By:	/s/ Christina Pak
		Name:			Christina Pak
		Title:		Vice President

EXHIBIT A

Restricted Territory

The Restricted Territory is any location within a radius of fifty (50) miles of any existing operation of Employer, or its affiliates or controlled subsidiaries, engaged in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services.

EX-10.7

Exhibit 10.7

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 29, 1999 by and between Elizabeth V. Hopper (“Officer”), and National Mentor, Inc., a Delaware corporation (“Employer”).

WHEREAS, Employer desires to continue to obtain the services of Officer and Officer desires to continue to render services to Employer; and

WHEREAS, Employer and Officer desire to set forth the terms and conditions of Officer’s continued employment with Employer under this Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

STATEMENT OF AGREEMENT

1.Employment. Employer agrees to employ Officer, and Officer accepts such employment in accordance with the terms of this Agreement, for an initial term of two years commencing on October 1, 1999 and, unless terminated earlier in accordance with the terms of this Agreement, ending on September 30, 2001. After the initial term has expired, this Agreement will renew automatically on the anniversary date of each year for a one-year term. If either party desires not to renew the Agreement, they must provide the other party with written notice of their intent not to renew the Agreement at least sixty days prior to the next anniversary date. If Employer chooses not to renew this Agreement, Employer shall continue to pay Officer the compensation provided for in Section 4(a) of this Agreement for one year commencing on such anniversary date.

2.Position and Duties of Officer. Officer will serve as Executive Vice President and Chief Operating Officer of Employer. Officer agrees to serve in such position, or in such. other positions of a similar status or level as Employer determines from time to time, and to perform the commensurate duties that Employer may assign from time to time to Officer until the expiration of the term or such time as Officer’s employment with Employer is terminated pursuant to this Agreement.

3.Time Devoted and Location of Officer.

(a)Subject to Section 3(c), Officer will devote his/her full business time and energy to the business affairs and interests of Employer, and will use his/her best efforts and abilities to promote Employer’s interests. Officer agrees that he/she will diligently endeavor to perform services contemplated by this Agreement in a manner consistent with his/her position and in accordance with the policies established by the Employer and provided to Officer from time to time.

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(b)Officer’s primary business office and normal place of work will be located in Boston, Massachusetts.

(c)Officer may serve as an officer, director, agent or employee of any direct or indirect subsidiary or other affiliate of Employer, but may not serve as an officer, director, agent or employee of any other business enterprise without the written approval of the Board; provided, that Officer may serve in any capacity with any civic, educational or charitable organization, or any governmental entity or trade association, without seeking or obtaining such written approval of the Board, if such activities and services do not interfere or conflict with the performance of Officer’s duties under this Agreement.

4.Compensation.

(a)Base Salary. Employer will pay Officer a base salaryy in the amount of $230,000 per year, which amount will be paid in accordance with Employer’s normal payroll schedule less appropriate withholdings ings for federal and state taxes and other deductions authorized by Officer. Such salary will be subject to review and adjustment by Employer from time to time.

(b)Benefits. Officer will be eligible to participate in all benefit plans of Employer to the same extent as they are made available to other senior executives of Employer at Officer’s level. Officer will receive separate information detailing the terms of the benefit plans and the terms of such plans will control. Officer also will be eligible to participate in any annual incentive plan and stock option plan applicable to Officer by its terms (including without limitation Employer’s Executive Sale Equity Bonus Plan).

5.Expenses. During the term of this Agreement, Employer will reimburse Officer promptly for all reasonable travel, entertainment, parking, business meetings and similar expenditures in pursuance and furtherance of Employer’s businesss upon receipt of reasonably supporting documentation as required by Employer’s policies applicable to its officers and employees generally.

6.Termination; Rights upon a Change of Control.

(a)Termination Due to Resignation and Termination with Cause. Except as otherwise set forth in this Agreement, this Agreement, Officer’s employment, and Officer’s rights to receive compensation and benefits from Employer, will terminate upon the occurrence of any of the following events: (i) the effective date of Officer’s resignation without good reason, or (ii) termination for cause at the discretion of Employer under the following circumstances: (a) Officer’s commission of an act of fraud or dishonesty involving his/her duties on behalf of Employer; (b) Officer’s willful failure or refusal to faithfully and diligently perform material duties assigned to Officer consistent with Section 2 above, or other breach of any material term under this Agreement; (c) Officer’s willful failure or refusal to abide by Employer’s material policies, rules, procedures or directives; or (d) Officer’s conviction of a felony or a

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misdemeanor involving moral turpitude. If Officer is terminated pursuant to this Section 6(a), Employer’s only remaining financial obligation to Officer under this Agreement will be to pay any earned but unpaid base salary and accrued but unpaid vacation and reimbursable travel and entertainment expenses through the date of Officer’s termination.

For the events described in Sections 6(a)(ii)(b) and (c), Employer will give Officer written notice of such event and a reasonable opportunity to cure such situation, but in no event less than thirty days.

(b)Termination Without Cause. Officer may terminate his/her employment without cause at any time by giving thirty days written notice of resignation to Employer. Employer may terminate this Agreement without cause at any time by giving thirty days prior written notice to Officer. If Employer terminates this Agreement without cause, Employer may direct Officer to cease providing services immediately. Subject to the limitation set forth in Section 7(a) below, if Employer terminates this Agreement without cause, Employer shall continue to pay Officer the compensation provided for in Section 4(a) of this Agreement for a period of time equal to the greater of (i) the remaining term of this Agreement or (ii) two years. No other benefits or compensation will be paid to Officer if he/she is terminated pursuant to this Section 6(b), unless otherwise provided for in the terms of the applicable plan or benefit.

(c)Termination by Officer for Good Reason. Officer may terminate this Agreement, and his/her employment with Employer, for “good reason” upon the occurrence of any of the following:

(i)a requirement by Employer that Officer relocate his/her primary business office more than 25 miles from its current location in order to fulfill Officer’s duties under this Agreement;

(ii)the failure of Employer to comply with Section 4; or

(iii)any material breach of this Agreement by Employer; or

(iv)the assignment to Officer of duties materially inconsistent with Officer’s status as President and Chief Executive Officer of Employer.

Prior to terminating this Agreement pursuant to this Section, Officer shall give to Employer written notice of his/her “good reason” for terminating this Agreement and provide Employer with a reasonable period in which to contest or correct the “good reason”, but in no event less than thirty days. In the event of a termination for “good reason” pursuant to this Section, Officer will be entitled to receive all compensation and benefits provided for in this Agreement for a termination by Employer without cause, subject to the limitation set forth in Section 7(a) below.

(d)Automatic Termination. This Agreement will terminate automatically upon the death or permanent disability of Officer. Officer will be deemed

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to be “Disabled” or to suffer from a “Disability” within the meaning of this Agreement if, because of a physical or mental impairment, Officer has been unable to perform the essential functions of his/her position for a period of 180 consecutive days, or if Officer can reasonably be expected to be unable to perform the essential functions of his/her position for such period. The term “essential duties” is defined as the ability to consistently perform his/her assigned duties, including travel requirements. Subject to continuing coverage under applicable benefit plans, and except as otherwise provided in this Agreement and Employer’s Executive Sale Equity Bonus Plan, if Officer is terminated pursuant to this Section 6(d), Employer’s only remaining financial obligation to Officer under this Agreement will be to pay any earned but unpaid base salary and accrued but unpaid vacation and reimbursable travel and entertainment expenses through the date of Officer’s termination.

(e)Effect of Termination. Except as otherwise provided for in this Agreement, upon termination of this Agreement, all rights and obligations under this Agreement will cease except for the rights and obligations under Sections 4 and 5 to the extent Officer has not been compensated or reimbursed for services performed prior to termination or has not been paid vacation and reimbursable travel and entertainment expenses accrued through the termination date (the amount of compensation to be prorated for the’ portion of the pay period prior to termination); the rights and obligations under Section 7 that expressly state that they will continue after termination of employment, the rights and obligations under Sections 8, 9 and 10; and all procedural and remedial provisions of this Agreement. A termination of this Agreement will constitute a termination of Officer’s employment with Employer.

7.Rights upon a Change of Control; Retention Bonus.

(a)Rights Upon a Change of Control.

(i) For purposes of this Agreement, a “change of control” of Employer will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by any person or entity (other than a wholly owned subsidiary of Magellan Health Services, Inc. (“Magellan”)), or any group of persons or entities who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act), of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d3(a)(1) under the Exchange Act) more than 50% of Employer’s then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of Employer; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction where Employer or Magellan do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that

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controls the acquiring entity, if other than a corporation. The foregoing notwithstanding, a spinoff or other similar distribution of the shares or business of Mentor shall not constitute a change of control for purposes of this Agreement.

(ii) In the event of a change of control of Employer occurs during the term of Officer’s employment hereunder, (or within six months after the term of Officer’s employment hereunder ends due to non-renewal of this Agreement by Employer, termination by Employer without cause, termination by Officer for good reason, or termination due to death or disability as contemplated by Section 6(d)) Officer shall be entitled to receive a lump sum payment of (a) 100% of her Base Salary paid on the date of the closing of the transaction constituting such change in control, and (b) 100% of her Base Salary on the first anniversary of such closing. Officer shall not be entitled to any such payment provided in the preceding clause (b), if prior to the time for payment thereof, (x) Employer shall have terminated Officer’s Employment with Cause, (y) Officer shall have terminated her Employment without good reason (as defined above), or (z) Officer shall have violated the covenants set forth in Section 8 hereof, unless prior to the occurrence of (x), (y) or (z) above, Officer shall have entered into a new Employment Agreement with the party acquiring control in such change of control transaction. Any amounts paid to Officer upon a change of control as contemplated by this Section 7(a) shall be in lieu of any amounts otherwise payable to Officer under the last sentence of Section 1, or Section 6(b) or Section 6(c) hereof.

(iii) Alternatively, if there is a change of control. (as defined above mutatis mutandis) of Magellan during the term of this Agreement, and Employer is still a subsidiary of Magellan at the time of such change of control, Officer will be entitled to terminate this Agreement within 90 days after such change of control, and upon such termination will be entitled to all of the compensation provided in Section 4(a) of this Agreement for a period of one year. Any amounts payable to Officer upon a change of control of Magellan as contemplated by this paragraph shall be applied towards any amounts otherwise payable to Officer under the last sentence of Section 1, or Section 6(b) or Section 6(c) hereof.

(iv) If Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G (a “Parachute Event”) that would constitute “excess parachute payments” (as defined in Internal Revenue Code Section 280G) if paid, then Officer’s entitlement to such payments will be reduced by such amount as will cause none of such payments to constitute excess parachute payments, if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4999), would be greater after such reduction than if such reduction were riot made.

(b)Retention Bonus. Employer shall pay to Officer a retention bonus of, 100% of the base salary figure stated in Section 4(a) above on the second anniversary of the date of this Agreement, provided that prior to such time Officer has not been terminated for cause, or terminated his/her employment without good reason, or

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terminated his or her employment after a change in control of Magellan as contemplated by Section 7(a)(iii) above, and provided further, that no transaction involving a change of control of Employer (as defined above) has occurred by that time. Alternatively, and in lieu of the foregoing retention bonus, in the event of a spinoff or other similar distribution of the shares or business of Mentor, Employer shall pay to Officer a retention bonus of 100% of the base salary figure stated in Section 4(a) above on each of the first and second anniversaries of the closing of such spinoff, provided that Officer has not been terminated for cause or terminated his/her employment without good reason prior to such time. In the event that Employer adopts any “above target” bonus program, any amounts paid to Officer thereunder shall be credited toward payment of the foregoing retention bonuses.

8.Protection of Confidential Information/Non-Competition/Non-Solicitation.

Officer covenants and agrees as follows:

(a)During Employer’s employment of Officer and for a period of eighteen months following the termination of Officer’s employment for any reason, Officer will not use or disclose, directly or indirectly, for any reason whatsoever or in any way, other than at the direction of Employer (with the written consent of Magellan) during the course of Officer’s employment, or following the termination of Officer’s employment after receipt of the prior written consent of Employer, any confidential information or trade secrets of Employer or its controlled subsidiaries or affiliates, including, but not limited to, the following: lists of past, current or potential customers of Employer and its controlled subsidiaries and affiliates; all systems, manuals, materials, processes and other intellectual property of any type used by Employer or its controlled subsidiaries and affiliates in connection with their respective business operations; financial statements, cost reports and other financial information; contract proposals and bidding information; rate and fee structures; policies and procedures developed as part of a confidential business plan; and management systems and procedures, including manuals and supplements (collectively, the “Confidential Information”). The obligation not to use or disclose any Confidential Information will not apply to: (i) any Confidential Information known by Officer before commencing employment with Employer, (ii) Confidential Information which Officer obtains from a third party, provided Officer has no actual or constructive knowledge that the third party obtained the Confidential Information by wrongful or inappropriate means, (iii) following the, termination of the employment of Officer with Employer, to any information that is or becomes public knowledge through no fault of Officer, and that may be utilized by the public without any direct or indirect obligation to Employer, but the termination of the obligation for non-use or nondisclosure by reason of such information becoming public will extend only from the date such information becomes public knowledge, or (iv) disclosure compelled by legal process. The above will be without prejudice to any rights or remedies of Employer under any state or federal law protecting trade secrets or other information.

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(b)Officer covenants and agrees that during the term of his/her employment with Employer and for a period of twelve months immediately following the termination of said employment for any reason, he/she will not, directly or indirectly, seek, obtain or accept a “Competitive Position” in the “Restricted Territory” with a “Competitor” of Employer.

The following definitions shall apply to this Section:

•“Competitor” means any business, individual, partnership, joint venture, association, firm, corporation or other entity engaged, wholly or in part, in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services (the “Competitive Business”).

•“Competitive Position” means any position (including a consulting position) or employment with a “Competitor” of Employer in which Officer is engaged in corporate or operational management of the part of such Competitor’s business which constitutes a Competitive Business.

•“Restricted Territory” is the geographic area set forth in Exhibit A to this Agreement. The parties agree to review the geographic area included within the Restricted Territory from time to time at either party’s request and the Restricted Territory will thereafter be modified so that its coverage extends to, but only to, the geographic area necessary to protect the interest of the Employer and its controlled subsidiaries and affiliates engaged in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services. No such reformation will be valid unless it is evidenced by written amendment to this Agreement and signed by both parties.

(c)To protect the goodwill of Employer and its controlled subsidiaries and affiliates, or the customers of Employer and its controlled subsidiaries and affiliates, Officer agrees that, for a period of eighteen months immediately following the termination of his/her employment with Employer, he/she will not, without the prior written permission of Employer, directly or indirectly, for himself or herself or on behalf of any other person or entity, solicit, divert away, take away or attempt to solicit or take away any Customer of Employer for purposes of providing or selling or providing therapeutic foster care or other home or community based healthcare or human services if Employer, or the particular controlled subsidiary or affiliate of Employer, is then still engaged in the sale or provision of such services at the time of the solicitation. For purposes of this Section 8(c), “Customer” means any individual or entity to whom Employer or its controlled subsidiaries or affiliates has provided, or contracted to provide, therapeutic foster care or other” home or community-based healthcare or human services, and with whom Officer had, alone or in conjunction with others, Material Contact during the twelve months prior to the termination of her employment. For purposes of this Section 8(c), Officer had “Material Contact” with a customer if (i) Officer had business dealings with the customer on behalf of Employer or its controlled subsidiaries or affiliates; (ii) Officer was responsible for supervising or coordinating the

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dealings between the customer and Employer or its controlled subsidiaries or affiliates; or (iii) Officer obtained trade secrets or confidential information about the customer as a result of Officer’s association with Employer or its controlled subsidiaries or affiliates.

(d)During Employer’s employment of .Officer and for a period of eighteen months following the termination of Officer’s employment with Employer for any reason, Officer will not solicit for employment, directly or indirectly, any employee of Employer or any of its controlled subsidiaries or affiliates who was employed with Employer or its controlled subsidiaries or affiliates within the one year period immediately prior to Officer’s termination.

(e)Employer may, with the prior written consent of Magellan, waive compliance with one or more of the covenants of Officer set forth in this Section 8 for the purpose of facilitating the negotiation of the acquisition of Employer by a third party. Such a waiver must be made in writing and executed by Employer and Magellan, and shall be effective only with respect to the acts specifically described therein.

9.Work Made for Hire. Officer agrees that any written program materials, protocols, research papers and all other writings (the “Work”), which Officer develops for Employer’s use, or for use by Employer’s controlled subsidiaries or affiliates, during the term of this Agreement, will be considered “work made for hire” within the meaning of the United States Copyright Act, Title 17, United States Code, which vests all copyright interest in and to the Work in the Employer. In the event, however, that any court of competent jurisdiction finally declares that the Work is not or was not a work made for hire as agreed, Officer agrees to assign, convey, and transfer to the Employer all right, title and interest Officer may presently have or may have or be deemed to have in and to any such Work and in the copyright of such work, including but not limited to, all rights of reproduction, distribution, publication, public performance, public display and preparation of derivative works, and all rights of ownership and possession of the original fixation of the Work and any and all copies. Additionally, Officer agrees to execute any documents necessary for Employer to record and/or perfect its ownership of the Work and the applicable copyright. The foregoing will not apply to any writings Officer develops which are not for Employer’s use or are in each instance specifically excluded in advance of publication from the coverage of the foregoing by Employer’s Board of Directors.

10.Property of Employer. Officer agrees that, upon the termination of Officer’s employment with Employer, Officer will immediately surrender to Employer all property, equipment, funds, lists, books, records and other materials of Employer or its controlled subsidiaries or affiliates in the possession of or provided to Officer, provided, however, Officer shall be entitled to retain individualized bound volumes of transaction documents in which Officer provided services.

11.Governing Law. This Agreement and all issues relating to the validity, interpretation and performance will be governed by and interpreted under the laws of the State of Maryland.

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12.Remedies. Employer and Officer agree that an actual or threatened violation by Officer of the covenants and obligations set forth in Sections 8, 9 and 10 will cause irreparable harm to Employer or its controlled subsidiaries or affiliates and that the remedy at law for any such violation will be inadequate. Officer agrees, therefore, that Employer or its controlled subsidiaries or affiliates will be entitled to appropriate equitable relief, including, but not limited to, a temporary restraining order and a preliminary injunction, without the necessity of posting a bond. The provisions of Sections 8, 9 and 10 will survive the termination of this Agreement in accordance with the terms set forth’in each Section.

13.Arbitration. Except for an action for injunctive relief as described in Section 12, any disputes or controversies arising under this Agreement will be settled by arbitration in Boston, Massachusetts in accordance with the rules of the American Arbitration Association relating to the arbitration of employment disputes. The determination and findings of such arbitrators will be final and binding on all parties and may be enforced, if necessary, in any court of competent jurisdiction.

/s/ EVH

Officer’s

Initials

14.Notices. Any notice or request required or permitted to be given to any party will be given in writing and, excepting personal delivery, will be given at the address set forth below or at such other address as such party may designate by written notice to the other party to this Agreement:

To Officer:	Elizabeth V. Hopper
	804 Island Circle West
	Dataw Island, SC 29920
To Employer:	National Mentor, Inc.
	313 Congress Street
	Boston, Massachusetts 02210
	Attention: General Counsel
	Facsimile: 617-790-4941
With a copy to:	Magellan Health Services, Inc.
	6950 Columbia Gateway Drive
	Columbia, Maryland 21046
	Attention: General Counsel
	Facsimile: 414-953-5207

Each notice given in accordance with this Section will be deemed to have been given, if personally delivered, on the date personally delivered; if delivered by facsimile transmission, when sent and confirmation of receipt is received; or, if mailed, on the third

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day following the day on which it is deposited in the United States mail, certified or registered mail, return receipt requested, with postage prepaid, to the address last. given in accordance with this Section.

15.Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and should not be construed or interpreted to restrict or modify any of the terms or provisions of this Agreement.

16.Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision will be fully severable and this Agreement and each separate provision will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. In addition, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable, if such reformation is allowable under applicable law.

17.Binding Effect. This Agreement will be binding upon and shall inure to the benefit of each party and each party’s respective successors, heirs and legal representatives. This Agreement may not be assigned by Officer to any other person or entity but may be assigned by Employer to any wholly-owned subsidiary or affiliate of Employer or to any successor to or transferee of all, or any part, of the stock or assets of Employer.

18.Employer Policies, Regulations and Guidelines for Officers. Employer may issue policies, rules, regulations, guidelines, procedures or other material, whether in the form of handbooks, memoranda, or otherwise, relating to its officers. These materials are general guidelines for Officer’s information and will not be construed to alter, modify or amend this Agreement for any purpose whatsoever.

19.Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter, unless expressly provided otherwise within this Agreement. No amendment or modification of this Agreement will be valid unless made in writing and signed by each of the parties and countersigned by Magellan. No representations, inducements or agreements have been made to induce either Officer or Employer to enter into this Agreement which are not expressly set forth within this Agreement. Officer and Employer acknowledge and agree that Employer’s wholly-owned subsidiaries and affiliates are express third party beneficiaries of this Agreement.

***

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ELIZABETH V. HOPPER	NATIONAL MENTOR, INC.
“Officer”	“Employer”
/s/ Elizabeth V. Hopper	By:	/s/ Gregory Torres
	Name:			Gregory Torres
	Title:		President and CEO

EXHIBIT A
Restricted Territory

The Restricted Territory is any location within a radius of fifty miles of any existing operation of Employer, or its affiliates or controlled subsidiaries, engaged in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services.

EX-10.8

Exhibit 10.8

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 9 , 2001, is made to the Employment Agreement (the “Employment Agreement”), dated as of September 29, 1999, by and between Elizabeth V. Hopper (“Officer”) and National Mentor, Inc., a Delaware corporation (“Employer”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Employment Agreement.

WHEREAS, Officer and National Mentor Holdings, Inc., a Delaware corporation and the parent corporation of Employer, are party to that certain Management Stock Purchase Agreement, dated as of the date hereof;

WHEREAS, in connection with the purchase and sale of stock thereunder, Officer has agreed to enter into this Amendment; and

WHEREAS, the parties hereto wish to amend the Employment Agreement as set forth herein.

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby amend the Employment Agreement as follows:

1.The title of Section 6 is hereby deleted in its entirety and the following is substituted in its place:

“6.Termination”

2.The last sentence of Section 6(c) of the Employment Agreement, which begins with the words “In the event of a termination,” is hereby deleted in its entirety and the following is substituted in its place:

“In the event of a termination for “good reason” pursuant to this Section, Officer will be entitled to receive all compensation and benefits provided for in this Agreement for a termination by Employer without cause.”

3.Section 6(e) of the Employment Agreement is hereby deleted in its entirety and the following is substituted in its place:

“(e) Effect of Termination. Except as otherwise provided for in this Agreement, upon termination of this Agreement, all rights and obligations under this Agreement will cease except for the rights and obligations under Sections 4 and 5 to the extent Officer has not been compensated or reimbursed for services performed prior to termination or has not been

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paid vacation and reimbursable travel and entertainment expenses accrued through the termination date (the amount of compensation to be prorated for the portion of the pay period prior to termination); the rights and obligations under Sections 8, 9 and 10; and all procedural and remedial provisions of this Agreement. A termination of this Agreement will constitute a termination of Officer’s employment with Employer.”

4.Section 7 of the Employment Agreement, entitled “Rights upon, a Change of Control; Retention Bonus,” is hereby deleted in its entirety.

5.In each place where the word “Magellan” appears in the Employment Agreement such word shall be deleted and substituted in its place shall be the following:

“National Mentor Holdings, Inc.”

6.The word “Maryland” in Section 10 of the Employment Agreement entitled “Governing Law” is hereby deleted and the following is substituted in its place:

“Massachusetts”

7.The name “Magellan Health Services, Inc.” and the address information appearing under such name in Section 14 of the Employment Agreement is hereby deleted in its entirety and the following is substituted in its place:

“National Mentor Holdings, Inc.

c/o Madison Dearborn Capital Partners, LLC

Three First National Plaza, Suite 3800

Chicago, Illinois 60602

Attention: Timothy Sullivan

Fax No. (312) 895-1001”

8.The second sentence of Section 19 of the Employment Agreement, which begins with the words “No amendment or modification,” is hereby deleted in its entirety and the following is substituted in its place:

“No amendment or modification of this Agreement will be valid unless made in writing and signed by each of the parties and countersigned by Madison Dearborn Capital Partners, LLC.”

9.Full Force and Effect. Except as expressly amended or modified hereby, the Employment Agreement will and does remain in full force and effect.

10.Counterparts. This Amendment may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Amendment.

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11.No Strict Construction. The language used in this Amendment shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any person.

*** **

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date and year first written above.

NATIONAL MENTOR, INC.
“Employer”
By:	/s/ Gregory Torres
	Name: Gregory Torres
	Title: President
	Elizabeth V. Hopper
	“Officer”
	/s/ Elizabeth V. Hopper

ACKNOWLEDGED AND AGREED

this 9^th day of March, 2001

MAGELLAN HEALTH SERVICES, INC.
By:	/s/ Mark S. Demilio
Name: Mark S. Demilio
Title: Executive Vice President, Finance and Legal

EX-10.9

Exhibit 10.9

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 29, 1999 by and between Donald Monack (“Officer”), and National Mentor, Inc., a Delaware corporation (“Employer”).

WHEREAS, Employer desires to continue to obtain the services of Officer and Officer desires to continue to render services to Employer; and

WHEREAS, Employer and Officer desire to set forth the terms and conditions of Officer’s continued employment with Employer under this Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

STATEMENT OF AGREEMENT

1.Employment. Employer agrees to employ Officer, and Officer accepts such employment in accordance with the terms of this Agreement, for an initial term of two years commencing on October 1, 1999 and, unless terminated earlier in accordance with the terms of this Agreement, ending on September 30, 2001. After the initial term has expired, this Agreement will renew automatically on the anniversary date of each year for a one-year term. If either party desires not to renew the Agreement, they must provide the other party with written notice of their intent not to renew the Agreement at least sixty days prior to the next anniversary date. If Employer chooses not to renew this Agreement, Employer shall continue to pay Officer the compensation provided for in Section 4(a) of this Agreement for one year commencing on such anniversary date.

2.Position and Duties of Officer. Officer will serve as Executive Vice President and Chief Development Officer of Employer. Officer agrees to serve in such position, or in such other positions of a similar status or level as Employer determines from time to time, and to perform the commensurate duties that Employer may assign from time to time to Officer until the expiration of the term or such time as Officer’s employment with Employer is terminated pursuant to this Agreement.

3.Time Devoted and Location of Officer.

(a)Subject to Section 3(c), Officer will devote his/her full business time and energy to the business affairs and interests of Employer, and will use his/her best efforts and abilities to promote Employer’s interests. Officer agrees that he/she will diligently endeavor to perform services contemplated by this Agreement in a manner consistent with his/her position and in accordance with the policies established by the Employer and provided to Officer from time to time.

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(b)Officer’s primary business office and normal place of work will be located in Boston, Massachusetts.

(c)Officer may serve as an officer, director, agent or employee of any direct or indirect subsidiary or other affiliate of Employer, but may not serve as an officer, director, agent or employee of any other business enterprise without the written approval of the Board; provided, that Officer may serve in any capacity with any civic, educational or charitable organization, or any governmental entity or trade association, without seeking or obtaining such written approval of the Board, if such activities and services do not interfere or conflict with the performance of Officer’s duties under this Agreement.

4.Compensation.

(a)Base Salary. Employer will pay Officer a base salary in the amount of $200,000 per year, which amount will be paid in accordance with Employer’s normal payroll schedule less appropriate withholdings for federal and state taxes and other deductions authorized by Officer. Such salary will be subject to review and adjustment by Employer from time to time.

(b)Benefits. Officer will be eligible to participate in all benefit plans of Employer to the same extent as they are made available to other senior executives of Employer at Officer’s level. Officer will receive separate information detailing the terms of the benefit plans and the terms of such plans will control. Officer also will be eligible to participate in any annual incentive plan and stock option plan applicable to Officer by its terms.

5.Expenses. During the term of this Agreement, Employer will reimburse Officer promptly for all reasonable travel, entertainment, parking, business meetings and similar expenditures in pursuance and furtherance of Employer’s business upon receipt of reasonably supporting documentation as required by Employer’s policies applicable to its officers and employees generally.

6.Termination; Rights upon a Change of Control.

(a)Termination Due to Resignation and Termination with Cause. Except as otherwise set forth in this Agreement, this Agreement, Officer’s employment, and Officer’s rights to receive compensation and benefits from Employer, will terminate upon the occurrence of any of the following events: (i) the effective date of Officer’s resignation without good reason, or (ii) termination for cause at the discretion of Employer under the following circumstances: (a) Officer’s commission of an act of fraud or dishonesty involving his/her duties on behalf of Employer; (b) Officer’s willful failure or refusal to faithfully and diligently perform material duties assigned to Officer consistent with Section 2 above, or other breach of any material term under this Agreement; (c) Officer’s willful failure or refusal to abide by Employer’s material policies, rules, procedures or directives; or (d) Officer’s conviction of a felony or a

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misdemeanor involving moral turpitude. If Officer is terminated pursuant to this Section 6(a), Employer’s only remaining financial obligation to Officer under this Agreement will be to pay any earned but unpaid base salary and accrued but unpaid vacation and reimbursable travel and entertainment expenses through the date of Officer’s termination.

For the events described in Sections 6(a)(ii)(b) and (c), Employer will give Officer written notice of such event and a reasonable opportunity to cure such situation, but in no event less than thirty days.

(b)Termination Without Cause. Officer may terminate his/her employment without cause at any time by giving thirty days written notice of resignation to Employer. Employer may terminate this Agreement without cause at any time by giving thirty days prior written notice to Officer. If Employer terminates this Agreement without cause, Employer may direct Officer to cease providing services immediately. Subject to the limitation set forth in Section 7(a) below, if Employer terminates this Agreement without cause, Employer shall continue to pay Officer the compensation provided for in Section 4(a) of this Agreement for a period of time equal to the greater of (i) the remaining term of this Agreement or (ii) two years. No other benefits or compensation will be paid to Officer if he/she is terminated pursuant to this Section 6(b), unless otherwise provided for in the terms of the applicable plan or benefit (including without limitation Employer’s Executive Sale Equity Bonus Plan).

(c)Termination by Officer for Good Reason. Officer may terminate this Agreement, and his/her employment with Employer, for “good reason” upon the occurrence of any of the following:

(i)a requirement by Employer that Officer relocate his/her primary business office more than 25 miles from its current location in order to fulfill Officer’s duties under this Agreement;

(ii)the failure of Employer to comply with Section 4; or

(iii)any material breach of this Agreement by Employer; or

(iv)the assignment to Officer of duties materially inconsistent with Officer’s status as President and Chief Executive Officer of Employer.

Prior to terminating this Agreement pursuant to this Section, Officer shall give to Employer written notice of his/her “good reason” for terminating this Agreement and provide Employer with a reasonable period in which to contest or correct the “good reason”, but in no event less than thirty days. In the event of a termination for “good reason” pursuant to this Section, Officer will be entitled to receive all compensation and benefits provided for in this Agreement for a termination by Employer without cause, subject to the limitation set forth in Section 7(a) below.

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(d)Automatic Termination. This Agreement will terminate automatically upon the death or permanent disability of Officer. Officer will be deemed to be “Disabled” or to suffer from a “Disability” within the meaning of this Agreement if, because of a physical or mental impairment, Officer has been unable to perform the essential functions of his/her position for a period of 180 consecutive days, or if Officer can reasonably be expected to be unable to perform the essential functions of his/her position for such period. The term “essential duties” is defined as the ability to consistently perform his/her assigned duties, including travel requirements. Subject to continuing coverage under applicable benefit plans, and except as otherwise provided in this Agreement and Employer’s Executive Sale Equity Bonus Plan, if Officer is terminated pursuant to this Section 6(d), Employer’s only remaining financial obligation to Officer under this Agreement will be to pay any earned but unpaid base salary and accrued but unpaid vacation and reimbursable travel and entertainment expenses through the date of Officer’s termination.

(e)Effect of Termination. Except as otherwise provided for in this Agreement, upon termination of this Agreement, all rights and obligations under this Agreement, will cease except for the rights and obligations under Sections 4 and 5 to the extent Officer has not been compensated or reimbursed for services performed prior to termination or has not been paid vacation and reimbursable travel and entertainment expenses accrued through the termination date (the amount of compensation to be prorated for the portion of the pay period prior to termination); the rights and obligations under Section 7 that expressly state that they will continue after termination of employment, the rights and obligations under Sections 8, 9 and 10; and all procedural and remedial provisions of this Agreement. A termination of this Agreement will constitute a termination of Officer’s employment with Employer.

7.Rights upon a Change of Control; Retention Bonus.

(a)Rights Upon a Change of Control.

(i) For purposes of this Agreement, a “change of control” of Employer will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by any person or entity (other than a wholly owned subsidiary of Magellan Health Services, Inc. (“Magellan”)), or any group of persons or entities who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act), of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d3(a)(1) under the Exchange Act) more than 50% of Employer’s then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of Employer; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction where Employer or Magellan do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the

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acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation. The foregoing notwithstanding, a spinoff or other similar distribution of the shares or business of Mentor shall not constitute a change of control for purposes of this Agreement.

(ii) In the event of a change of control of Employer occurs during the term of Officer’s employment hereunder, (or within six months after the term of Officer’s employment hereunder ends due to non-renewal of this Agreement by Employer, termination by Employer without cause, termination by Officer for good reason, or termination due to death or disability as contemplated by Section 6(d)) Officer shall be entitled to receive a lump sum payment of (a) 100% of his Base Salary paid on the date of the closing of the transaction constituting such change in control, and (b) 100% of his Base Salary on the first anniversary of such closing. Officer shall not be entitled to any such payment provided in the preceding clause (b), if prior to the time for payment thereof, (x) Employer shall have terminated Officer’s Employment with Cause, (y) Officer shall have terminated his Employment without good reason (as defined above), or (z) Officer shall have violated the covenants set forth in Section 8 hereof, unless prior to the occurrence of (x), (y) or (z) above, Officer shall have entered into a new Employment Agreement with the party acquiring control in such change of control transaction. Any amounts paid to Officer upon a change of control as contemplated by this Section 7(a) shall be in lieu of any amounts otherwise payable to Officer under the last sentence of Section 1, or Section 6(b) or Section 6(c) hereof.

(iii) Alternatively, if there is a change of control (as defined above mutatis mutandis) of Magellan during the term of this Agreement, and Employer is still a subsidiary of Magellan at the time of such change of control, Officer will be entitled to terminate this Agreement within 90 days after such change of control, and upon such termination will be entitled to all of the compensation provided in Section 4(a) of this Agreement for a period of one year. Any amounts payable to Officer upon a change of control of Magellan as contemplated by this paragraph shall be applied towards any amounts otherwise payable to Officer under the last sentence of Section 1, or Section 6(b) or Section 6(c) hereof.

(iv) If Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G (a “Parachute Event”) that would constitute “excess parachute payments” (as defined in Internal Revenue Code Section 280G) if paid, then Officer’s entitlement to such payments will be reduced by such amount as will cause none of such payments to constitute excess parachute payments, if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4999), would be greater after such reduction than if such reduction were not made.

(b)Retention Bonus. Employer shall pay to Officer a retention bonus of 100% of the base salary figure stated in Section 4(a) above on the second anniversary

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of the date of this Agreement, provided that prior to such time Officer has not been terminated for cause, or terminated his/her employment without good reason, or terminated his or her employment after a change in control of Magellan as contemplated by Section 7(a)(iii) above, and provided further, that no transaction involving a change of control of Employer (as defined above) has occurred by that time. Alternatively, and in lieu of the foregoing retention bonus, in the event of a spinoff or other similar distribution of the shares or business of Mentor, Employer shall pay to Officer a retention bonus of 100% of the base salary figure stated in Section 4(a) above on each of the first and second anniversaries of the closing of such spinoff, provided that Officer has not been terminated for cause or terminated his/her employment without good reason prior to such time. In the event that Employer adopts any “above target” bonus program, any amounts paid to Officer thereunder shall be credited toward payment of the foregoing retention bonuses.

8.Protection of Confidential Information/Non-Competition/Non-Solicitation.

Officer covenants and agrees as follows:

(a)During Employer’s employment of Officer and for a period of eighteen months following the termination of Officer’s employment for any reason, Officer will not use or disclose, directly or indirectly, for any reason whatsoever or in any way, other than at the direction of Employer (with the written consent of Magellan) during the course of Officer’s employment, or following the termination of Officer’s employment after receipt of the prior written consent of Employer, any confidential information or trade secrets of Employer or its controlled subsidiaries or affiliates, including, but not limited to, the following: lists of past, current or potential customers of Employer and its controlled subsidiaries and affiliates; all systems, manuals, materials, processes and other intellectual property of any type used by Employer or its controlled subsidiaries and affiliates in connection with their respective business operations; financial statements, cost reports and other financial information; contract proposals and bidding information; rate and fee structures; policies and procedures developed as part of a confidential business plan; and management systems and procedures, including manuals and supplements (collectively, the “Confidential Information”). The obligation not to use or disclose any Confidential Information will not apply to: (i) any Confidential Information known by Officer before commencing employment with Employer, (ii) Confidential Information which Officer obtains from a third party, provided Officer has no actual or constructive knowledge that the third party obtained the Confidential Information by wrongful or inappropriate means, (iii) following the termination of the employment of Officer with Employer, to any information that is or becomes public knowledge through no fault of Officer, and that may be utilized by the public without any direct or indirect obligation to Employer, but the termination of the obligation for non-use or nondisclosure by reason of such information becoming public will extend only from the date such information becomes public knowledge, or (iv) disclosure compelled by legal process. The above will be without prejudice to any rights or remedies of Employer under any state or federal law protecting trade secrets or other information.

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(b)Officer covenants and agrees that during the term of his/her employment with Employer and for a period of twelve months immediately following the termination of said employment for any reason, he/she will not, directly or indirectly, seek, obtain or accept a “Competitive Position” in the “Restricted Territory” with a “Competitor” of Employer.

The following definitions shall apply to this Section:

•“Competitor” means any business, individual, partnership, joint venture, association, firm, corporation or other entity engaged, wholly or in part, in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services (the “Competitive Business”).

•“Competitive Position” means any position (including a consulting position) or employment with a “Competitor” of Employer in which Officer is engaged in corporate or operational management of the part of such Competitor’s business which constitutes a Competitive Business.

•“Restricted Territory” is the geographic area set forth in Exhibit A to this Agreement. The parties agree to review the geographic area included within the Restricted Territory from time to time at either party’s request and the Restricted Territory will thereafter be modified so that its coverage extends to, but only to, the geographic area necessary to protect the interest of the Employer and its controlled subsidiaries and affiliates engaged in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services. No such reformation will be valid unless it is evidenced by written amendment to this Agreement and signed by both parties.

(c)To protect the goodwill of Employer and its controlled subsidiaries and affiliates, or the customers of Employer and its controlled subsidiaries and affiliates, Officer agrees that, for a period of eighteen months immediately following the termination of his/her employment with Employer, he/she will not, without the prior written permission of Employer, directly or indirectly, for himself or herself or on behalf of any other person or entity, solicit, divert away, take away or attempt to solicit or take away any Customer of Employer for purposes of providing or selling or providing therapeutic foster care or other home or community-based healthcare or human services if Employer, or the particular controlled subsidiary or affiliate of Employer, is then still engaged in the sale or provision of such services at the time of the solicitation. For purposes of this Section 8(c), “Customer” means any individual or entity to whom Employer or its controlled subsidiaries or affiliates has provided, or contracted to provide, therapeutic foster care or other home or community-based healthcare or human services, and with whom Officer had, alone or in conjunction with others, Material Contact during the twelve months prior to the termination of her employment. For purposes of this Section 8(c), Officer had “Material Contact” with a customer if (i) Officer had business dealings with the customer on behalf of Employer or its controlled

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subsidiaries or affiliates; (ii) Officer was responsible for supervising or coordinating the dealings between the customer and Employer or its controlled subsidiaries or affiliates; or (iii) Officer obtained trade secrets or confidential information about the customer as a result of Officer’s association with Employer or its controlled subsidiaries or affiliates.

(d)During Employer’s employment of Officer and for a period of eighteen months following the termination of Officer’s employment with Employer for any reason, Officer will not solicit for employment, directly or indirectly, any employee of Employer or any of its controlled subsidiaries or affiliates who was employed with Employer or its controlled subsidiaries or affiliates within the one year period immediately prior to Officer’s termination.

(e)Employer may, with the prior written consent of Magellan, waive compliance with one or more of the covenants of Officer set forth in this Section 8 for the purpose of facilitating the negotiation of the acquisition of Employer by a third party. Such a waiver must be made in writing and executed by Employer and Magellan, and shall be effective only with respect to the acts specifically described therein.

9.Work Made for Hire. Officer agrees that any written program materials, protocols, research papers and all other writings (the “Work”), which Officer develops for Employer’s use, or for use by Employer’s controlled subsidiaries or affiliates, during the term of this Agreement, will be considered “work made for hire” within the meaning of the United States Copyright Act, Title 17, United States Code, which vests all copyright interest in and to the Work in the Employer. In the event, however, that any court of competent jurisdiction finally declares that the Work is not or was not a work made for hire as agreed, Officer agrees to assign, convey, and transfer to the Employer all right, title and interest Officer may presently have or may have or be deemed to have in and to any such Work and in the copyright of such work, including but not limited to, all rights of reproduction, distribution, publication, public performance, public display and preparation of derivative works, and all rights of ownership and possession of the original fixation of the Work and any and all copies. Additionally, Officer agrees to execute any documents necessary for Employer to record and/or perfect its ownership of the Work and the applicable copyright. The foregoing will not apply to any writings Officer develops which are not for Employer’s use or are in each instance specifically excluded in advance of publication from the coverage of the foregoing by Employer’s Board of Directors.

10.Property of Employer. Officer agrees that, upon the termination of Officer’s employment with Employer, Officer will immediately surrender to Employer all property, equipment, funds, lists, books, records and other materials of Employer or its controlled subsidiaries or affiliates in the possession of or provided to Officer, provided, however, Officer shall be entitled to retain individualized bound volumes of transaction documents in which Officer provided services.

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11.Governing Law. This Agreement and all issues relating to the validity, interpretation and performance will be governed by and interpreted under the laws of the State of Maryland.

12.Remedies. Employer and Officer agree that an actual or threatened violation by Officer of the covenants and obligations set forth in Sections 8, 9 and 10 will cause irreparable harm to Employer or its controlled subsidiaries or affiliates and that the remedy at law for any such violation will be inadequate. Officer agrees, therefore, that Employer or its controlled subsidiaries or affiliates will be entitled to appropriate equitable relief, including, but not limited to, a temporary restraining order and a preliminary injunction, without the necessity of posting a bond. The provisions of Sections 8, 9 and 10 will survive the termination of this Agreement in accordance with the terms set forth in each Section.

13.Arbitration. Except for an action for injunctive relief as described in Section 12, any disputes or controversies arising under this Agreement will be settled by arbitration in Boston, Massachusetts in accordance with the rules of the American Arbitration Association relating to the arbitration of employment disputes. The determination and findings of such arbitrators will be final and binding on all parties and may be enforced, if necessary, in any court of competent jurisdiction.

  /s/ DRM

Officer’s

Initials

14.Notices. Any notice or request required or permitted to be given to any party will be given in writing and, excepting personal delivery, will be given at the address set forth below or at such other address as such party may designate by written notice to the other party to this Agreement:

To Officer:	Donald Monack
	67 Standish Rd.
	Milton, MA 02186
To Employer:	National Mentor, Inc.
	313 Congress Street
	Boston, Massachusetts 02210
	Attention: General Counsel
	Facsimile: 617-790-4941
With a copy to:	Magellan Health Services, Inc.
	6950 Columbia Gateway Drive
	Columbia, Maryland 21046
	Attention: General Counsel
	Facsimile: 414-953-5207

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Each notice given in accordance with this Section will be deemed to have been given, if personally delivered, on the date personally delivered; if delivered by facsimile transmission, when sent and confirmation of receipt is received; or, if mailed, on the third day following the day on which it is deposited in the United States mail, certified or registered mail, return receipt requested, with postage prepaid, to the address last given in accordance with this Section.

15.Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and should not be construed or interpreted to restrict or modify any of the terms or provisions of this Agreement.

16.Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision will be fully severable and this Agreement and each separate provision will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. In addition, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable, if such reformation is allowable under applicable law.

17.Binding Effect. This Agreement will be binding upon and shall inure to the benefit of each party and each party’s respective successors, heirs and legal representatives. This Agreement may not be assigned by Officer to any other person or entity but may be assigned by Employer to any wholly-owned subsidiary or affiliate of Employer or to any successor to or transferee of all, or any part, of the stock or assets of Employer.

18.Employer Policies, Regulations and Guidelines for Officers. Employer may issue policies, rules, regulations, guidelines, procedures or other material, whether in the form of handbooks, memoranda, or otherwise, relating to its officers. These materials are general guidelines for Officer’s information and will not be construed to alter, modify or amend this Agreement for any purpose whatsoever.

19.Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter, unless expressly provided otherwise within this Agreement. No amendment or modification of this Agreement will be valid unless made in writing and signed by each of the parties and countersigned by Magellan. No representations, inducements or agreements have been made to induce either Officer or Employer to enter into this Agreement which are not expressly set forth within this Agreement. Officer and Employer acknowledge and agree that Employer’s wholly-owned subsidiaries and affiliates are express third party beneficiaries of this Agreement.

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***

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

DONALD MONACK	NATIONAL MENTOR, INC.
“Officer”	“Employer”
/s/ Donald Monack	By:	/s/ Gregory Torres
	Name:			Gregory Torres
	Title:		President and CEO

EXHIBIT A
Restricted Territory

The Restricted Territory is any location within a radius of fifty miles of any existing operation of Employer, or its affiliates or controlled subsidiaries, engaged in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services.

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EX-10.10

Exhibit 10.10

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 9, 2001, is made to the Employment Agreement (the “Employment Agreement”), dated as of September 29, 1999, by and between Donald Monack (“Officer”) and National Mentor, Inc., a Delaware corporation (“Employer”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Employment Agreement.

WHEREAS, Officer and National Mentor Holdings, Inc., a Delaware corporation and the parent corporation of Employer, are party to that certain Management Stock Purchase Agreement, dated as of the date hereof;

WHEREAS, in connection with the purchase and sale of stock thereunder, Officer has agreed to enter into this Amendment; and

WHEREAS, the parties hereto wish to amend the Employment Agreement as set forth herein.

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby amend the Employment Agreement as follows:

1.The title of Section 6 is hereby deleted in its entirety and the following is substituted in its place:

“6.Termination”

2.The last sentence of Section 6(c) of the Employment Agreement, which begins with the words “In the event of a termination,” is hereby deleted in its entirety and the following is substituted in its place:

“In the event of a termination for “good reason” pursuant to this Section, Officer will be entitled to receive all compensation and benefits provided for in this Agreement for a termination by Employer without cause.”

3.Section 6(e) of the Employment Agreement is hereby deleted in its entirety and the following is substituted in its place:

“(e) Effect of Termination. Except as otherwise provided for in this Agreement, upon termination of this Agreement, all rights and obligations under this Agreement will cease except for the rights and obligations under Sections 4 and 5 to the extent Officer has not been compensated or reimbursed for services performed prior to termination or has not been

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paid vacation and reimbursable travel and entertainment expenses accrued through the termination date (the amount of compensation to be prorated for the portion of the pay period prior to termination); the rights and obligations under Sections 8, 9 and 10; and all procedural and remedial provisions of this Agreement. A termination of this Agreement will constitute a termination of Officer’s employment with Employer.”

4.Section 7 of the Employment Agreement, entitled “Rights upon, a Change of Control; Retention Bonus,” is hereby deleted in its entirety.

5.In each place where the word “Magellan” appears in the Employment Agreement such word shall be deleted and substituted in its place shall be the following:

“National Mentor Holdings, Inc.”

6.The word “Maryland” in Section 10 of the Employment Agreement entitled “Governing Law” is hereby deleted and the following is substituted in its place:

“Massachusetts”

7.The name “Magellan Health Services, Inc.” and the address information appearing under such name in Section 14 of the Employment Agreement is hereby deleted in its entirety and the following is substituted in its place:

“National Mentor Holdings, Inc.

c/o Madison Dearborn Capital Partners, LLC

Three First National Plaza, Suite 3800

Chicago, Illinois 60602

Attention: Timothy Sullivan

Fax No. (312) 895-1001”

8.The second sentence of Section 19 of the Employment Agreement, which begins with the words “No amendment or modification,” is hereby deleted in its entirety and the following is substituted in its place:

“No amendment or modification of this Agreement will be valid unless made in writing and signed by each of the parties and countersigned by Madison Dearborn Capital Partners, LLC.”

9.Full Force and Effect. Except as expressly amended or modified hereby, the Employment Agreement will and does remain in full force and effect.

10.Counterparts. This Amendment may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Amendment.

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11.No Strict Construction. The language used in this Amendment shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any person.

*** **

3

IN WITNESS WHEREOF, this Amendment has been duly executed as of the date and year first written above.

NATIONAL MENTOR, INC.

“Employer”

By:		/s/ Gregory Torres
		Name: Gregory Torres
		Title: President
		Donald Monack
		“Officer”
		/s/ Donald Monack
ACKNOWLEDGED AND AGREED
this 9th day of March, 2001
MAGELLAN HEALTH SERVICES, INC.
By:	/s/ Mark S. Demilio
Name: Mark S. Demilio
Title: Executive Vice President, Finance and Legal

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EX-10.11

Exhibit 10.11

SEPARATION AGREEMENT AND RELEASE

THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made as of March 31, 2005 by and among National Mentor Holdings, Inc., a Delaware corporation (the “Company”), National Mentor, Inc., a Delaware corporation (“Employer”), and Donald Monack (“Executive”).

WHEREAS, as of the date hereof, Employer is a direct or indirect subsidiary of the Company.

WHEREAS, Executive and Employer are party to an Employment Agreement dated September 29, 1999, as amended by the First Amendment to Employment Agreement, dated March 9, 2001 (as amended, the “Employment Agreement”).

WHEREAS, Executive was a participant in the National Mentor, Inc. Equity Deferred Compensation Plan, adopted on March 9, 2001 (as amended, the “2001 Equity Plan”) and in the National Mentor Services, LLC 2003 Deferred Compensation Plan, adopted on April 30, 2003 (as amended, the “2003 Equity Plan”), which plans have distributed all amounts owing or to become owing thereunder to Executive.

WHEREAS, Executive is a participant in the National Mentor, Inc. Executive Deferred Compensation Plan, adopted on March 9, 2001 (as amended, the “Executive Plan”), the National Mentor, Inc. Executive Deferral Plan (as amended, the “Deferral Plan”) and in a 401(k) plan of Employer or one of its Subsidiaries (the “401(k) Plan”).

WHEREAS, in connection with Executive’s resignation referenced below, pursuant to the terms and conditions of the Executive Plan, all amounts owing or to become owing under the Executive Plan are to be paid in a lump-sum to Executive.

WHEREAS, in connection with Executive’s resignation referenced below, pursuant to the terms and conditions of the Deferral Plan, all amounts owing or to become owing under the Deferral Plan are to be paid to Executive.

WHEREAS, pursuant to a Management Stock Purchase Agreement dated March 9, 2001 (as amended, the “First Purchase Agreement”), between the Company and Executive, Executive acquired 116,577.52 shares of the Company’s Common Stock, par value $.01 per share (“Common Stock”) at a price per share of $1.00.

WHEREAS, pursuant to a Management Stock Purchase Agreement dated May 31, 2003 (as amended, the “Second Purchase Agreement” and together with the First Purchase Agreement, the “Purchase Agreements”), between the Company and Executive, Executive acquired 17,424.098 shares of Common Stock at a price per share of $7.00.

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WHEREAS, pursuant to a Stock Option Agreement dated December 8, 2003 (as amended, the “Stock Option Agreement”), by and between the Company and Executive, Executive was granted an option to acquire up to 10,000 shares of Common Stock at a price per share of $7.00.

WHEREAS, the Company, Executive and certain other stockholders of the Company are parties to an Amended and Restated Stockholders Agreement dated as of May 1, 2003 (as amended, the “Stockholders Agreement”).

WHEREAS, the Company, Executive and certain other stockholders of the Company are parties to a Registration Agreement dated as of March 9, 2001 (as amended, the “Registration Agreement”).

WHEREAS, Executive wishes to resign his positions with the Company and Employer and each of their respective subsidiaries and the Company and Employer and each of their respective subsidiaries wish to accept such resignations, in each case, effective as of March 31, 2005.

WHEREAS, on the date hereof and in connection herewith, Executive and the Company are entering into a Stock Repurchase Agreement in the form attached hereto as Exhibit A (as amended, the “Repurchase Agreement”).

WHEREAS, the Company and Executive have conditioned their execution of this Agreement upon the concurrent execution of the Repurchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Resignations.  Effective as of March 31, 2005 (the “Termination Date”), Executive hereby irrevocably resigns (i) as an employee of the Company, Employer and any of their respective subsidiaries, (ii) to the extent he serves on the board of directors of the Company or any of its subsidiaries, as a member of such boards of directors and (iii) to the extent that he serves as an officer, trustee, manager or in a similar position or office to the Company or any of its subsidiaries, as an officer, trustee, manager or similar position or office to the Company or any of its subsidiaries.  As used in this Agreement, the term “subsidiary” and “subsidiaries” includes, without limitation, any not-for-profit entities affiliated with the Company or any of its subsidiaries.

2.Severance.  In exchange for the general release of all claims pursuant to Section 4 and the Release (as defined below), the provisions of Section 3 hereof, and the other promises, covenants and agreements by Executive set forth herein, subject to Executive’s execution and delivery of the Release as provided in Section 4 below (a) during the 24 month period commencing on the Termination Date (the “Severance Period”), Employer shall pay Executive severance at a rate equal to $280,000 per annum (subject to mandatory withholdings for taxes) (“Base Severance”), payable in equal installments on the Company’s regular salary payment dates (provided that the Board of Directors of the Company, in its discretion, shall have the option to accelerate the date on which any payment of any Base Severance payable to Executive would otherwise be paid at any time, provided further than any such acceleration shall not be deemed to have shortened the Severance Period), (b)

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on or about the date of the Closing (as defined in the Repurchase Agreement), Employer shall pay to Executive in cash a special bonus in the amount of $111,200 (subject to mandatory withholdings for taxes), and (c) during the Severance Period, Executive shall continue to participate in Employer’s group health, dental and vision benefit plan(s) (excluding, for the avoidance of doubt, any bonus and incentive compensation plans), on substantially the same terms and conditions as apply from time to time to Employer’s then employed senior executives (except that Employer shall pay the portion of the insurance premiums for such benefits normally paid by Executive) (clauses (a) through (c), collectively, the “Severance Payments and Benefits”).  Following the Severance Period, as permitted by the continuation coverage provisions of Section 4980B of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Executive shall be offered the opportunity to elect continuation coverage under Employer’s group medical, dental and vision benefit plan(s) (“COBRA coverage”).  Employer shall provide Executive with the appropriate COBRA coverage notice and election form for this purpose.  If Executive elects COBRA coverage, Executive shall pay 100% of Executive’s (and his dependents’) health, dental and vision insurance premiums under COBRA, for up to 18 months following the end of the Severance Period; provided that Executive shall notify Employer immediately of any change in his circumstances that would warrant discontinuation of his COBRA coverage and benefits (including but not limited to Executive’s receipt of group medical, dental or vision benefits from any other employer).  The existence and duration of Executive’s rights and/or the COBRA rights of any of Executive’s eligible dependents shall be determined in accordance with Section 4980B of the Code.  Except as set forth in this Section 2, Executive agrees that he is not entitled to any other salary, bonus, severance, reimbursement, benefit or expectation of remuneration or other monies from the Company or Employer or any of their respective subsidiaries or Affiliates (as defined in the Release) except as required by law and except for the distribution of amounts to Executive pursuant to the terms of (i) the Executive Plan in the aggregate amount of $109,368.89,(ii) the Deferral Plan and (iii) amounts payable pursuant to the Repurchase Agreement; provided that, for the avoidance of doubt, Executive may continue as a participant in the 401(k) Plan to the extent permitted under the terms thereof.  For purposes of the Stock Option Agreement, the payments set forth in this Section 2 shall constitute severance payments and the Noncompetition Period (as defined therein) shall continue until the end of the Severance Period.  Following the Termination Date, pursuant to the terms and conditions of the Executive Plan, Executive shall be distributed his full balance under the Executive Plan in a lump-sum payment (subject to mandatory withholdings for taxes) in the aggregate amount of $109,368.89.  Following the Termination Date, pursuant to the terms and conditions of the Deferral Plan, Executive shall be distributed his full balance under the Deferral Plan (subject to mandatory withholdings for taxes).  In the event of a material breach by Executive of this Agreement, the Release, the Repurchase Agreement or the provisions of the other agreements that survive pursuant to Section 3 below, the Company shall, in addition to any other rights or remedies available at law or in equity or under the Release, be entitled to cease making payments pursuant to this Section 2.

3.Termination and Survival of Agreements.  (i) As of the Closing, the First Purchase Agreement and the Second Purchase Agreement shall terminate and be of no further force or effect, (ii) as of the Closing, Section 1 through 14 of the Stock Option Agreement shall terminate and be of no further force or effect and all other sections of the Stock Option Agreement shall survive and remain in full force and effect and (iii) on the Termination Date, Sections 1 through 7 and Section 13 of the Employment Agreement shall terminate and be of no further force or effect and all other

3

sections of the Employment Agreement shall survive and remain in full force and effect.  Executive hereby reaffirms his obligations pursuant to (i) Sections 8 through 12 and Sections 14 through 19 of the Employment Agreement, which sections shall remain in full force and effect after the Closing and (ii) Sections 15 through 28 of the Stock Option Agreement, which sections shall remain in full force and effect after the Closing.  As of the Closing, Executive will no longer be deemed a party to or maintain any interest in the Stockholders Agreement or the Registration Agreement.  On the date hereof, Executive and the Company shall enter into the Repurchase Agreement.  The Repurchase Agreement shall survive the execution of this Agreement and remain in full force and effect after the Closing.

4.Cooperation.  Executive agrees to reasonably cooperate with the Company and its subsidiaries in any internal investigation, any administrative, regulatory, or judicial proceeding or any dispute with a third party.  Executive understands and agrees that this cooperation may include, but not be limited to, making himself available to the Company and its subsidiaries upon reasonable notice for interviews and factual investigations; appearing at the Company’s or its subsidiary’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company and its subsidiaries pertinent information; and turning over to the Company and its subsidiaries all relevant documents which are or may come into his possession all at times and on schedules that are reasonably consistent with his other permitted activities and commitments.  Executive understands that in the event the Company or its subsidiaries ask for his cooperation in accordance with this provision, the Company or such subsidiary will reimburse him solely for reasonable travel expenses, (including lodging and meals), upon his submission of receipts.

5.Non-Disparagement, etc.  Executive agrees not to disparage the Company, its past and present investors, officers, directors or employees or its Affiliates (as defined in the Release) and to keep all confidential and proprietary information about the past or present business affairs of the Company and its Affiliates confidential unless a prior written release from the Company is obtained.  Executive further agrees that as of the Termination Date, Executive will return to the Company or its subsidiaries any and all property, tangible or intangible, relating to its business, which he presently possesses (including, but not limited to, company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data base and other data) and that Executive shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data or except as mutually agreed between Executive and the Company.

6.General Release.  For the consideration received (including but not limited to the promises, agreements and payments), all as provided for in this Agreement and the Repurchase Agreement, Executive agrees to execute and deliver to the Company on March 31, 2005, the General Release, in the form attached hereto as Exhibit B, which release shall constitute a part of this Agreement as if it were set forth herein (the “Release”). The execution of the Release shall supplement and shall not supersede the terms of this Agreement or the Repurchase Agreement.

7.Effective Date and Revocation.  Executive agrees that he has been given 21 days in which to consider whether to sign this Agreement (including the Release) and the Repurchase Agreement and has either used that full 21-day period or voluntarily decided to sign this Agreement before the end of such period.  The parties agree that Executive may revoke the Release at any time

4

within seven days after executing it, at which time the Release and this Agreement and the Repurchase Agreement will all revoked and will become null and void.  The Release, this Agreement and the Repurchase Agreement will not be effective or enforceable until the end of such seven-day period, but they shall be fully effective and enforceable if the Release is not revoked within such seven-day period.

8.Notices.  All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable express courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid.  Such notices, demands and other communications shall be sent to Executive, to the Company and to Employer at the address indicated below:

If to Company or Employer:

National Mentor Holdings, Inc.

313 Congress Street 6th Floor

Boston, MA 02210

Attention: President

with a copy to:

Madison Dearborn Capital Partners, LLC

Three First National Plaza, Suite 3800

Chicago, Illinois 60602

Attention: Timothy Sullivan

If to Executive:

Donald Monack

177 Canton Avenue

Milton, MA 02186

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

9.General Provisions.

(a)Severability.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

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(b)Complete Agreement.  This Agreement (including the Release once executed), the Repurchase Agreement, and the provisions of the Stock Option Agreement and the Employment Agreement which remain in full force and effect as described in Section 3 above, embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof or thereof in any way.  For the avoidance of doubt, nothing in this Agreement is intended to amend or modify the terms and conditions of the Executive Plan or the Deferral Plan.

(c)Counterparts.  This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(d)Successors and Assigns.  Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive and the Company and Employer and each of their respective subsidiaries and each of their respective successors and assigns; provided that the rights and obligations of Executive under this Agreement will not be assignable without the prior written consent of the Company.

(e)Choice of Law.  All questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the domestic laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts.

(f)Amendment and Waiver.  The provisions of this Agreement may be amended and waived only with the prior written consent of each of the parties hereto.

(g)Business Days.  If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

*     *     *     *     *

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IN WITNESS WHEREOF, the parties hereto have executed this Separation Agreement and Release on the date first written above.

/s/ Donald Monack
DONALD MONACK
NATIONAL MENTOR HOLDINGS, INC.
By:	/s/ Edward Murphy
Its:	President
NATIONAL MENTOR, INC.
By:	/s/ Denis Holler
Its:	Assistant Secretary

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EXHIBIT A

STOCK REPURCHASE AGREEMENT

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into this 31st day of March, 2005, by and between National Mentor Holdings, Inc., a Delaware corporation (the “Company”), and Donald Monack (“Executive”).

WHEREAS, Executive and National Mentor, Inc., a Delaware corporation (“Employer”), are party to an Employment Agreement dated September 29, 1999, as amended by the First Amendment to Employment Agreement, dated March 9, 2001 (as amended, the “Employment Agreement”).

WHEREAS, pursuant to a Management Stock Purchase Agreement dated March 9, 2001 (as amended, the “First Purchase Agreement”), between the Company and Executive, Executive acquired 116,577.52 shares of the Company’s Common Stock, par value $.01 per share (“Common Stock”) at a price per share of $1.00.

WHEREAS, pursuant to a Management Stock Purchase Agreement dated May 31, 2003 (as amended, the “Second Purchase Agreement” and together with the First Purchase Agreement, the “Purchase Agreements”), between the Company and Executive, Executive acquired 17,424.098 shares of Common Stock at a price per share of $7.00.

WHEREAS, the Company, Executive and certain other stockholders of the Company are parties to an Amended and Restated Stockholders Agreement dated as of May 1, 2003 (as amended, the “Stockholders Agreement”).

WHEREAS, the Company, Executive and certain other stockholders of the Company are parties to a Registration Agreement dated as of March 9, 2001 (as amended, the “Registration Agreement”).

WHEREAS, Executive wishes to voluntarily resign his employment with the Company and each of its subsidiaries effective as of March 31, 2005 (the “Termination Date”).

WHEREAS, on the date hereof and in connection herewith, Executive and the Company and Employer are entering into a Separation Agreement and Release (as amended, the “Separation Agreement”), which provides for the parties to enter into this Agreement.

WHEREAS, the Company and Executive wish to enter into this Agreement to provide, in connection with execution of the Separation Agreement, for the full vesting of Executive’s Common Stock, the repurchase of Executive’s shares of Common Stock, and certain related matters.

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

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1.Vesting of Shares.  Notwithstanding anything in the Purchase Agreements to the contrary, all shares of Common Stock purchased by Executive pursuant to the Purchase Agreements shall become vested in full on the date of the Closing (as defined below).

2.Sale and Purchase of Stock.  At the Closing (as defined below) and upon the terms and conditions set forth in this Agreement, Executive agrees to sell, transfer and assign to the Company, and the Company agrees to purchase, all of Executive’s right, title and interest in all of Executive’s 134,001.618 shares of Common Stock (collectively, the “Shares”) for an aggregate purchase price of $2,144,025.89 (the “Shares Purchase Price”).

3.Purchase Prices; Deliveries.  At the Closing, Executive will deliver to the Company the certificates representing the Shares, together with duly executed stock assignments to the Company, upon payment by the Company of the Shares Purchase Price pursuant to Section 2 (less withholdings pursuant to Section 7 hereof) by check or wire transfer of immediately available funds to an account designated in writing by Executive.

4.Closing.  Subject to the conditions contained in this Agreement, the deliveries contemplated by Section 3 (the “Closing”) will take place at the offices of Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601 at 10:00 a.m. on April 8, 2005, or such other place or on such other date as is mutually agreeable to the Company and Executive, but in any event not less than eight days after the Termination Date and not greater than 14 days after the Termination Date.

5.Representations and Warranties of Executive.  Executive hereby represents and warrants to the Company as follows:

(a)Ownership.  All of the Shares are owned of record and beneficially by Executive, and Executive has good and marketable title to the Shares, free and clear of any security interest, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies or other arrangements or restrictions whatsoever (collectively, “Encumbrances”), except for such legend and related transfer restrictions as are required under the Securities Act of 1933 and the restrictions set forth in the Stockholders Agreement or the Registration Agreement.  Executive does not own and has no interest in any shares of the Company’s capital stock or options or rights to acquire the Company’s capital stock other than the Shares and the option (the “Option”) to acquire shares of Common Stock pursuant to the Stock Option Agreement (as defined in the Separation Agreement), which Option will terminate pursuant to the Separation Agreement at the Closing.  All of the Shares are validly issued, fully paid and nonassessable.  Executive has not exercised and will not exercise prior to the Closing the Option, in whole or in part.  At the Closing, Executive will deliver to the Company good and marketable title to the Shares, free and clear of any Encumbrances.

(b)Legal Capacity.  Executive has full legal capacity to enter into and perform his obligations set forth in this Agreement.  This Agreement when executed and delivered will constitute the valid and legally binding obligation of Executive, enforceable in accordance with its terms.

(c)Conflicts.  The execution, delivery and performance of this Agreement by Executive does not conflict with or result in a breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which Executive or the Shares are subject.

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6.Survival of Representations and Warranties.  All representations and warranties contained herein or made in writing by any party in connection herewith will survive the execution and delivery of this Agreement and the Closing hereunder, regardless of any investigation made by the Company or on its behalf.

7.Withholdings.  The Company and its subsidiaries shall be entitled, to make mandatory withholdings for taxes from any amounts due and payable by any of them hereunder to Executive.

8.Indemnification.  Executive hereby agrees to indemnify the Company and hold the Company harmless against and in respect of any and all losses, liabilities, damages, obligations, claims, encumbrances, costs and expenses (including costs of suit and attorneys’ fees and expenses) incurred by the Company resulting from any breach of any representation, warranty, covenant or agreement made by Executive herein or in any instrument, agreement or document delivered to the Company pursuant hereto or in connection herewith.

9.Termination and Survival of Agreements.  The parties hereto agree to the termination and survival provisions set forth in Section 3 of the Separation Agreement.  The Separation Agreement shall survive the execution of this Agreement and remain in full force and effect after the Closing.

10.Revocation of the Separation Agreement.  Notwithstanding anything herein to the contrary, in the event that the Separation Agreement is terminated pursuant to Section 4 thereof within seven days of the date of the Separation Agreement, this Agreement shall immediately terminate and be null and void.  This Agreement will not be effective or enforceable until the end of such seven-day period, but it shall be fully effective and enforceable if it is not revoked within such seven-day period.

11.Miscellaneous.

(a)Notices.  All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given (i) three days after the date of mailing by registered or certified mail, return receipt requested, or (ii) when personally delivered (including by Federal Express or other express courier service).  Notices, demands and communications to the Company and Executive will, unless another address is specified in writing, be sent to the address indicated below:

If to Company:

National Mentor Holdings, Inc.

313 Congress Street 6th Floor

Boston, MA 02210

Attention: President

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with a copy to:

Madison Dearborn Capital Partners, LLC

Three First National Plaza, Suite 3800

Chicago, IL 60602

Attention: Timothy Sullivan

If to Executive:

Donald Monack

177 Canton Avenue

Milton, MA 02186

(b)Expenses.  Each party hereto agrees to pay all of its expenses arising in connection with the negotiation, execution and consummation of the transactions contemplated by this Agreement (including attorneys’ fees and expenses).

(c)Complete Agreement.  This Agreement and the Separation Agreement, together with the other agreements referred to herein, constitute the entire agreement between the parties hereto regarding the subject matter of this Agreement and supersedes and preempts any prior understandings, agreements or representations, written or oral, which may have related to the subject matter hereof.

(d)Severability.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(e)Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed to be an original and which taken together will constitute one and the same agreement.

(f)Further Assurances.  From and after the Closing, and when requested by the Company, Executive will, without further consideration, execute and deliver all such instruments of conveyance and transfer and will take such further actions as the Company may reasonably deem necessary or desirable in order to transfer the Shares to the Company and to carry out fully the provisions and purposes of this Agreement.

(g)Successors and Assigns.  This Agreement is intended to bind and inure to the benefit of and be enforceable by the Company and Executive and their respective successors and assigns; provided that the rights and obligations of Executive under this Agreement will not be assignable without the prior written consent of the Company.

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(h)Governing Law.  All questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the domestic laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts.

*  *  *  *  *

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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

NATIONAL MENTOR HOLDINGS, INC.
By:	/s/ Edward Murphy
Its:	President
/s/ Donald Monack
DONALD MONACK

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EXHIBIT B

GENERAL RELEASE

I, Donald Monack, in consideration of and subject to the performance by National Mentor Holdings, Inc., a Delaware corporation (the “Holdings”), and National Mentor, Inc. (“Employer” and collectively with Holdings and their respective subsidiaries, the “Company”), of their obligations under the Separation Agreement and Release, dated as of the March 31, 2005 (as amended, the “Agreement”), and the Repurchase Agreement (as defined in the Agreement), do hereby release and forever discharge as of the date hereof the Company and its Affiliates (as defined below) and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company and its Affiliates and the Company’s direct or indirect owners (collectively, the “Released Parties”) to the extent provided below.  This release constitutes a part of the Agreement.

1.I understand that any payments or benefits paid or granted to me under Section 2 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in Section 2 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release.  I also acknowledge and represent that I have received all payments and benefits that I am entitled to receive by virtue of any employment by the Company.

2.Except (i) as provided in paragraph 4 below, (ii) for my rights under the Repurchase Agreement (as defined in the Agreement), (iii) for the provisions of the Employment Agreement (as defined in the Agreement) and the Stock Option Agreement (as defined in the Agreement) which expressly survive the termination of my employment with the Company in accordance with the Agreement, (iv) for my rights under the Agreement to receive the Severance Payments and Benefits (as defined in the Agreement), (v) for my rights to be paid a lump-sum payment in the aggregate amount of $109,368.89 pursuant to the Executive Plan (as defined in the Agreement) and for my rights to be paid amounts pursuant to the Deferral Plan (as defined in the Agreement), and (vi) for my rights under the 401(k) Plan, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: the Purchase Agreements (as defined in the Agreement); the Stockholders Agreement (as defined in the Agreement); the Registration Agreement (as defined in the Agreement); the sections of the Employment Agreement and the Stock Option Agreement that are being terminated pursuant to Section 3 of the Agreement; the 2001 Equity Plan (as defined in the Agreement); the 2003 Equity Plan (as defined in the Agreement); the Executive Plan (as defined in the Agreement); the Deferral Plan (as defined in the Agreement); Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of

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1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

3.I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4.I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5.In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement.  I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims. I further agree that I am not aware of any pending charge or complaint of the type described in paragraph 2 as of the execution of this General Release.

6.I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

7.I agree that I will forfeit all amounts payable by the Company pursuant to the Agreement if I challenge the validity of this General Release. I also agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees, and return all payments received by me pursuant to the Agreement.

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8.I agree that this General Release is confidential and agree not to disclose any information regarding the terms of this General Release, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone.  Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the National Association of Securities Dealers, Inc. (NASD), any other self-regulatory organization or governmental entity or as required by applicable law.

9.Notwithstanding anything in this General Release to the contrary, this General Release shall not release, relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement or the Repurchase Agreement after the date hereof.

10.Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

11.As used in the Agreement and herein, the term “Affiliate” of any particular person means (a) any other person directly or indirectly controlling, controlled by or under common control with such particular person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a person whether through the ownership of voting securities, contract or otherwise and (b) any stockholder, partner or officer of such person or any person who has a management contract with such person.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

1.I HAVE READ IT CAREFULLY;

2.I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

3.I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

4.I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

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5.I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM TO CONSIDER IT AND THE CHANGES MADE SINCE THE FIRST VERSION OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

6.I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

7.I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

8.I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

DATE: MARCH 31, 2005	/s/ Donald Monack
	DONALD MONACK

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To: The Board of Directors of National Mentor Holdings, Inc. (the “Company”) and each of its subsidiaries:

Effective as of the Effective Date (defined below), I hereby resign (i) as an employee of the Company and each of its subsidiaries, (ii) to the extent I serve on the board of directors of the Company or any of its subsidiaries, as a member of such boards of directors and (iii) to the extent that I serve as an officer, trustee, manager or in a similar position or office to the Company or any of its subsidiaries, as an officer, trustee, manager or similar position or office to the Company or any of its subsidiaries. For purposes of this resignation, the term “subsidiary” and “subsidiaries” includes, without limitation, any not-for-profit entities affiliated with the Company or any of its subsidiaries. The “Effective Date” for this resignation shall be March 31, 2005; provided that if the General Release being entered into on or about the date hereof pursuant to the Separation Agreement and Release, by and among me, the Company and National Mentor, Inc. is revoked by me in accordance with its terms prior to April 8, 2005, this resignation letter shall also be automatically revoked and will become null and void.

Date: March 31, 2005	/s/ Donald Monack
	DONALD MONACK

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EX-10.12

Exhibit 10.12

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of August 20, 2001 by and between John Gillespie (“Officer”), and National Mentor, Inc., a Delaware corporation (“Employer”).

WHEREAS, Employer and Officer desire to set forth the terms and conditions of Officer’s employment with Employer under this Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements in this Agreement, the parties agree as follows:

STATEMENT OF AGREEMENT:

1.Employment. Employer agrees to employ Officer, and Officer accepts such employment in accordance with the terms of this Agreement, for an initial term of 2 years commencing August 20, 2001, unless terminated earlier in accordance with the terms of this Agreement. After the initial term has expired, this Agreement will renew automatically on the anniversary date of each year for a one-year term . If either party desires not to renew the Agreement, they must provide the other party with written notice of their intent not to renew the Agreement at least sixty days prior to the next anniversary date. If Employer chooses not to renew this Agreement, Employer shall continue to pay Officer the compensation provided for in Section 4(a) of this Agreement for one year commencing on such anniversary date.

2.Position and Duties of Officer. Officer will serve as Executive Vice President and Chief Financial Officer. Officer agrees to serve in such position or in such other positions of a similar status or level as Employer determines from time to time, and to perform the commensurate duties that Employer may assign from time to time to Officer until the expiration of the term or such time as Officer’s employment with Employer is terminated pursuant to this Agreement.

3.Time Devoted and Location of Officer.

(a) Subject to Section 3(c), Officer will devote his/her full business time and energy to the business affairs and interests of Employer, and will use his/her best efforts and abilities to promote Employer’s interests. Officer agrees that he/she will diligently endeavor to perform services contemplated by this Agreement in a manner consistent with his/her position and in accordance with the policies established by the Employer and provided to Officer from time to time.

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(b) Officer’s primary business office and normal place of work will be located in Boston, Massachusetts.

(c) Officer may serve as an officer, director, agent or employee of any direct or indirect subsidiary or other affiliate of Employer, but may not serve as an officer, director, agent or employee of any other business enterprise without written approval of the Board; provided, that Officer may serve in any capacity with any civic, educational or charitable organization, or any governmental entity or trade association, without seeking or obtaining such written approval of the Board, if such activities and services do not interfere or conflict with the performance of Officer’s duties under this Agreement.

4.Compensation.

(a) Base Salary. Employer will pay Officer a base salary in the amount of $230,000 per year, which amount will be paid in accordance with Employer’s normal payroll schedule less appropriate withholdings for federal and state taxes and other deductions authorized by Officer. Such salary will be subject to review and adjustment by Employer from time to time.

(b) Benefits. Officer will be eligible to participate in all benefit plans of Employer to the same extent as they are made available to other senior executives of Employer at Officer’s level. Officer will receive separate information detailing the terms of the benefit plans and the terms of such plans will control. Officer will also be eligible to participate in any annual incentive plan and stock option plan applicable to Officer by its terms.

5.Expenses. During the term of this Agreement, Employer will reimburse Officer promptly for all reasonable travel, entertainment, parking, business meetings and similar expenditures in pursuance and furtherance of Employer’s business upon receipt of reasonably supporting documentation as required by Employer’s policies applicable to its officers and employees generally.

6.Termination.

(a) Termination Due to Resignation and Termination with Cause. Except as otherwise set forth in this Agreement, Officer’s employment and Officer’s rights to receive compensation and benefits from Employer, will terminate upon the occurrence of any of the following events (i) the effective date of Officer’s resignation without good reason, or (ii) termination for cause at the discretion of Employer under the following circumstances: (a) Officer’s commission of an act of fraud or dishonesty involving his/her duties on behalf of Employer; (b) Officer’s willful failure or refusal to faithfully and diligently perform material duties assigned to Officer consistent with Section 2 above , or other breach of any material term under this Agreement; (c) Officer’s willful failure or refusal to abide by Employer’s material policies, rules, procedures or

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directives; or (d) Officer’s conviction of a felony or misdemeanor involving moral turpitude. If Officer is terminated pursuant to this Section 6(a), Employer’s only remaining financial obligation to Officer under this Agreement will be to pay any earned but unpaid base salary and accrued but unpaid vacation and reimbursable travel and entertainment expenses through the date of Officer’s termination.

For the events described in Sections 6(a)(ii)(b) and (c), Employer will give Officer written notice of such event and a reasonable opportunity to cure such situation, but in no event less than thirty days.

(b) Termination without Cause. Officer may terminate his/her employment without cause at any time giving thirty days written notice of resignation to Employer. Employer may terminate this Agreement without cause at any time by giving thirty days prior written notice to Officer. If Employer terminates this Agreement without cause, Employer may direct Officer to cease providing services immediately. Subject to the limitation set forth in Section 7(a) below, if Employer terminates this Agreement without cause, Employer shall continue to pay Officer the compensation provided for in Section 4(a) of this Agreement for a period of time equal to the greater of (i) the remaining term of this Agreement or (ii) two years. No other benefits or compensation will be paid to Officer if he/she is terminated pursuant to this Section 6(b), unless otherwise provided for in the terms of the applicable plan or benefit.

(c) Termination by Officer for Good Reason. Officer may terminate this Agreement, and his/her employment with Employer, for “good reason” upon the occurrence of any of the following:

(i)a requirement by Employer that Officer relocate his/her primary business office more than 25 miles from its current location in order to fulfill Officer’s duties under this Agreement;

(ii)the failure of Employer to comply with Section 4; or

(iii)any material breach of this Agreement by Employer; or

(iv)the assignment to Officer of duties materially inconsistent with Officer’s status as Executive Vice President and Chief Financial Officer of Employer.

Prior to terminating this Agreement pursuant to this Section, Officer shall give to Employer written notice of his/her “good reason” for terminating this Agreement and provide Employer with a reasonable period in which to contest or correct the “good reason”, but in no event less than thirty days. In the event of a termination for “good reason” pursuant to this Section, Officer will be entitled to receive all compensation and benefits provided for in this Agreement for a termination by Employer without cause.

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(d) Automatic Termination. This Agreement will terminate automatically upon the death or permanent disability of Officer. Officer will be deemed to be “Disabled” or to suffer from a “Disability” within the meaning of this Agreement if, because of a physical or mental impairment, Officer has been unable to perform the essential functions of his/her position for a period of 180 consecutive days, or if Officer can reasonably be expected to be unable to perform the essential functions of his/her position for such period. The term “essential duties” is defined as the ability to consistently perform his/her assigned duties, including travel requirements. Subject to continuing coverage under applicable benefits plans, and except as otherwise provided in this Agreement, if Officer is terminated pursuant to this Section 6(d), Employer’s only remaining financial obligation to Officer under this Agreement will be to pay any earned but unpaid base salary and accrued but unpaid vacation and reimbursable travel and entertainment expenses through the date of Officer’s termination.

(e) Effect of Termination. Except as otherwise provided for in this Agreement, upon termination of this Agreement, all rights and obligations under this Agreement will cease except for the rights and obligations under Sections 4 and 5 to the extent Officer has not been compensated or reimbursed for services performed prior to termination or has not been paid vacation and reimbursable travel and entertainment expenses accrued through the termination date (the amount of compensation to be prorated for the portion of the pay period prior to termination); the rights and obligations under Sections 7, 8, 9; and all procedural and remedial provisions of this Agreement. A termination of this Agreement will constitute a termination of Officer’s employment with Employer.

7.Protection of Confidential Information /Non-Competition/Non-Solicitation.

Officer covenants and agrees as follows:

(a) During Employer’s employment of Officer and for a period of eighteen months following the termination of Officer’s employment for any reason, Officer will not use or disclose, directly or indirectly, for any reason whatsoever or in any way, other than at the direction of Employer (with the written consent of National Mentor Holdings, Inc.) during the course of Officer’s employment, or following the termination of Officer’s employment after receipt of the prior written consent of Employer, any confidential information or trade secrets of Employer or its controlled subsidiaries or affiliates, including but not limited to, the following: lists of past, current or potential customers of Employer and its controlled subsidiaries and affiliates; all systems, manuals, materials, processes and other intellectual property of any type used by Employer or its controlled subsidiaries and affiliates in connection with their respective business operations; financial statements, cost reports and other financial information; contract proposals and bidding information; rate and fee structures; policies and procedures developed as part of a confidential business plan; and management systems and procedures, including manuals and supplements (collectively the “Confidential Information”).

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The obligation not to use or disclose any Confidential Information will not apply to: (i) any Confidential Information known by Officer before commencing employment with Employer, (ii) Confidential Information which Officer obtains from a third party, provided Officer has no actual or constructive knowledge that the third party obtained the Confidential Information by wrongful or inappropriate means, (iii) following the termination of the employment of Officer with Employer, to any information that is or becomes public knowledge through no fault of Officer, and that may be utilized by the public without any direct or indirect obligation to Employer, but the termination of the obligation for non-use or nondisclosure by reason of such information becoming public will extend only from the date such information becomes public knowledge, or (iv) disclosure compelled by legal process. The above will be without prejudice to any rights or remedies of Employer under any state or federal law protecting trade secrets or other information.

(b) Officer covenants and agrees that during the term of his/her employment with Employer and for a period of twelve months immediately following the termination of said employment for any reason, he/she will not, directly or indirectly, seek, obtain or accept a “Competitive Position” in the “Restricted Territory” with a “Competitor” of Employer.

The following definitions shall apply to this Section:

“Competitor” means any business, individual, partnership, joint venture, association, firm, corporation or other entity engaged, wholly or in part, in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services (the “Competitive Business”).

“Competitive Position” means any position (including a consulting position) or employment with a “Competitor” of Employer in which Officer is engaged in corporate or operational management of the part of such Competitor’s business which constitutes a Competitive Business.

“Restricted Territory” is the geographic area set forth in Exhibit A to this Agreement. The parties agree to review the geographic area included within Restricted Territory from time to time at either party’s request and the Restricted Territory will thereafter be modified so that its coverage extends to, but only to, the geographic area necessary to protect the interest of the Employer and its controlled subsidiaries and affiliates engaged in the provision or sale of therapeutic foster care or other home and community-based healthcare or human services. No such reformation will be valid unless it is evidenced by written amendment to this Agreement and signed by both parties.

(c) To protect the goodwill of Employer and its controlled subsidiaries and affiliates, or the customers of Employer and its controlled subsidiaries and affiliates, Officer agrees that, for a period of eighteen months immediately

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following the termination of his/her employment with Employer, he/she will not, without the prior written permission of Employer, directly or indirectly, for himself or herself or on behalf of any other person or entity, solicit, divert away, take away or attempt to solicit or take away any Customer of Employer for purposes of providing or selling therapeutic foster care or other home or community-based healthcare or human services if Employer, or the particular controlled subsidiary or affiliate of Employer, is then still engaged in the sale or provision of such services at the time of the solicitation. For purposes of this Section 7(c) , “Customer” means any individual or entity to whom Employer or its controlled subsidiaries or affiliates has provided, or contracted to provide, therapeutic foster care or other home and community-based healthcare or human services, and with whom Officer had, alone or in conjunction with others, Material Contact during the twelve months prior to the termination of her employment. For purposes of this Section 7(c) , Officer had “Material Contact” with a customer if (i) Officer had business dealings with the customer on behalf of the Employer or its controlled subsidiaries or affiliates; (ii) Officer was responsible for supervising or coordinating the dealings between the customer and Employer or its controlled subsidiaries or affiliates; or (iii) Officer obtained trade secrets or confidential information about the customer as a result of Officer’s association with Employer or its controlled subsidiaries or affiliates.

(d) During Employer’s employment of Officer and for a period of eighteen months following the termination of Officer’s employment with Employer for any reason, Officer will not solicit for employment, directly or indirectly, any employee of Employer or any of its controlled subsidiaries or affiliates who was employed with Employer or its controlled subsidiaries or affiliates within the one year period immediately prior to Officer’s termination.

(e) Employer may, with the prior written consent of National Mentor Holdings, Inc. waive compliance with one or more of the covenants of Officer set forth in this Section 7 for the purpose of facilitating the negotiation of the acquisition of Employer by a third party. Such a waiver must be made in writing and executed by Employer and National Mentor Holdings, Inc., and shall be effective only with respect to the acts specifically described herein.

8.Work Made for Hire. Officer agrees that any written program materials, protocols, research papers and all other writings (the “Work”), which Officer develops for Employer’s use, or for use by Employer’s controlled subsidiaries or affiliates, during the term of this Agreement, will be considered “work made for hire” within the meaning of the United States Copyright Act, Title 17, United States Code, which vests all copyright interest in and to the Work in the Employer. In the event, however, that any court of competent jurisdiction finally declares that the Work is not or was not a work made for hire as agreed, Officer agrees to assign, convey, and transfer to the Employer all right, title and interest Officer may presently have or may have or be deemed to have and to any such Work and in the copyright of such work, including but not limited to, all rights of

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reproduction, distribution, publication, public performance, public display and preparation of derivative works, and all rights of ownership and possession of the original fixation of the Work and any and all copies. Additionally, Officer agrees to execute any documents necessary for Employer to record and/or perfect its ownership of the Work and the applicable copyright. The foregoing will not apply to any writings Officer develops which are not for Employer’s use or are in each instance specifically excluded in advance of publication from the coverage of the foregoing by Employer’s Board of Directors.

9.Property of Employer. Officer agrees that, upon the termination of Officer’s employment with Employer, Officer will immediately surrender to Employer all property, equipment, funds, lists, books, records and other materials of Employer or its controlled subsidiaries or affiliates in the possession of or provided to Officer, provided, however, Officer shall be entitled to retain individualized bound volumes of transaction documents in which Officer provided services.

10.Governing Law. This Agreement and all issues relating to the validity, interpretation and performance will be governed by and interpreted under the laws of the State of Massachusetts.

11.Remedies. Employer and Officer agree that an actual or threatened violation by Officer of the covenants and obligations set forth in Sections 7,8 and 9 will cause irreparable harm to Employer or its controlled subsidiaries or affiliates and that the remedy at law for any such violation will be inadequate. Officer agrees, therefore, that Employer or its controlled subsidiaries or affiliates will be entitled to appropriate equitable relief, including, but not limited to, a temporary restraining order and a preliminary injunction, without the necessity of posting a bond. The provisions of Sections 7,8, and 9 will survive the termination of this Agreement in accordance with the terms set forth in each Section.

12.Arbitration. Except for an action for injunctive relief as described in Section 11, any disputes or controversies arising under this Agreement will be settled by arbitration in Boston, Massachusetts in accordance with the rules of the American Arbitration Association relating to the arbitration of employment disputes. The determination and findings of such arbitrators will be final and binding on all parties and may be enforced, if necessary, in any court of competent jurisdiction.

 /s/ JWG

Officer’s initials

13.Notices. Any notice or request required or permitted to be given to any party will be given in writing and, excepting personal delivery, will be given at the address set forth below or at such other address as such party may designate by written notice to the other party to this Agreement:

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To Officer:	John Gillespie
	210 Riverside Drive
	Apt. 7G
	New York, NY 10025
To Employer:	National Mentor, Inc.
	313 Congress Street
	Boston, Massachusetts 02210
	Attention: General Counsel
	Facsimile: 617-790-4941
With a copy to:	National Mentor Holdings, Inc.
	c/o Madison Dearborn Capital Partners, LLC
	Three First National Plaza, Suite 3800
	Chicago, Illinois 60602
	Attention: Timothy Sullivan
	Facsimile: (312) 895-1001

Each notice given in accordance with this Section will be deemed to have been given, if personally delivered, on the date personally delivered; if delivered by facsimile transmission, when sent and confirmation of receipt is received; or, if mailed, on the third day following the day on which it is deposited in the United States mail, certified or registered mail, return receipt requested, with postage prepaid, to the address last given in accordance with this Section.

14.Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and should not be construed or interpreted to restrict or modify any of the terms or provisions of this Agreement.

15.Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision will be fully severable and this Agreement and each separate provision will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. In addition, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically, as part of this Agreement, a provision as similar in terms to such illegal, invalid or unenforceable provisions as may be possible and be legal, valid and enforceable, if such reformation is allowable under applicable law.

16.Binding Effect. This Agreement will be binding upon and shall inure to the benefit of each party and each party’s respective successors, heirs and legal representatives. This Agreement may not be assigned by Officer to any other

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person or entity but may be assigned by Employer to any wholly-owned subsidiary or affiliate of Employer or to any successor to or transferee of all, or any part, of the stock or assets of Employer.

17.Employer Policies, Regulations, and Guidelines for Officers. Employer may issue policies, rules, regulations, guidelines, procedures or other material, whether in the form of handbooks, memoranda, or otherwise, relating to its officers. These materials are general guidelines for Officer’s information and will not be construed to alter, modify or amend this Agreement for any purpose whatsoever.

18.Entire Agreement. This Agreement and the letter from Employer to Officer dated July 19, 2001 (the “Letter”) embody the entire agreement and understanding between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, whether written or oral, relating to such subject matter, unless expressly provided otherwise within this Agreement. No amendment or modification of this Agreement will be valid unless made in writing and signed by each of the parties and countersigned by Madison Dearborn Capital Partners, LLC. No representations, inducements or agreements have been made to induce either Officer or Employer to enter into this Agreement which are not expressly set forth within this Agreement. Officer and Employer acknowledge and agree that Employer’s wholly owned subsidiaries and affiliates are express third party beneficiaries of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

JOHN GILLESPIE	NATIONAL MENTOR, INC.
“Officer”	“Employer”
/s/ John W. Gillespie	By:	/s/ Gregory Torres
	Name: Gregory Torres
	Title: President and CEO

EXHIBIT A
Restricted Territory

The Restricted Territory is any location within a radius of fifty miles of any existing operation of Employer, or its affiliates or controlled subsidiaries, engaged in the provision or sale of therapeutic foster care or other home or community-based healthcare or human services.

EX-10.13

Exhibit 10.13

SEPARATION AGREEMENT AND RELEASE

THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made as of September 30, 2005by and among National Mentor Holdings, Inc., a Delaware corporation (the “Company”), National Mentor, Inc., a Delaware corporation (“Employer”), and Elizabeth V. Hopper (“Executive”).

WHEREAS, as of the date hereof, Employer is a direct or indirect subsidiary of the Company.

WHEREAS, Executive and Employer are party to an Employment Agreement dated September 29, 1999, as amended by the First Amendment to Employment Agreement, dated March 9, 2001 (as amended, the “Employment Agreement”).

WHEREAS, Executive was a participant in the National Mentor, Inc. Equity Deferred Compensation Plan, adopted on March 9, 2001 (as amended, the “2001 Equity Plan”) and in the National Mentor Services, LLC 2003 Deferred Compensation Plan, adopted on April 30, 2003 (as amended, the “2003 Equity Plan”), which plans have distributed all amounts owing or to become owing thereunder to Executive.

WHEREAS, Executive is a participant in the National Mentor, Inc. Executive Deferred Compensation Plan, adopted on March 9, 2001 (as amended, the “Executive Plan”), the National Mentor, Inc. Executive Deferral Plan (as amended, the “Deferral Plan”) and in a 401(k) plan of Employer or one of its Subsidiaries (the “401(k) Plan”).

WHEREAS, in connection with Executive’s resignation referenced below, pursuant to the terms and conditions of the Executive Plan, all amounts owing or to become owing under the Executive Plan are to be paid in a lump-sum to Executive.

WHEREAS, in connection with Executive’s resignation referenced below, pursuant to the terms and conditions of the Deferral Plan, all amounts owing or to become owing under the Deferral Plan are to be paid to Executive.

WHEREAS, pursuant to a Management Stock Purchase Agreement dated March 9, 2001 (as amended, the “First Purchase Agreement”), between the Company and Executive, Executive acquired 116,577.52 shares of the Company’s Common Stock, par value $.01 per share (“Common Stock”) at a price per share of $1.00.

WHEREAS, pursuant to a Management Stock Purchase Agreement dated May 31, 2003 (as amended, the “Second Purchase Agreement” and together with the First Purchase Agreement, the “Purchase Agreements”), between the Company and Executive, Executive acquired 15,666.296 shares of Common Stock at a price per share of $7.00.

WHEREAS, pursuant to a Stock Option Agreement dated on or about December 8, 2003 (as amended, the “Stock Option Agreement”), by and between the Company and Executive, Executive was granted an option to acquire up to 10,000shares of Common Stock at a price per share of $7.00.

WHEREAS, the Company, Executive and certain other stockholders of the Company are parties to an Amended and Restated Stockholders Agreement dated as of May 1, 2003 (as amended, the “Stockholders Agreement”).

WHEREAS, the Company, Executive and certain other stockholders of the Company are parties to a Registration Agreement dated as of March 9, 2001 (as amended, the “Registration Agreement”).

WHEREAS, Executive wishes to resign her positions with the Company and Employer and each of their respective subsidiaries and the Company and Employer and each of their respective subsidiaries wish to accept such resignations, in each case, effective as of September 30, 2005 (the “Termination Date”).

WHEREAS, on the date hereof and in connection herewith, Executive and the Company are entering into a Stock Repurchase Agreement in the form attached hereto as Exhibit A (as amended, the “Repurchase Agreement”).

WHEREAS, the Company and Executive have conditioned their execution of this Agreement upon the concurrent execution of the Repurchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.             Resignations.  Effective as of the Termination Date, Executive hereby irrevocably resigns (i) as an employee of the Company, Employer and any of their respective subsidiaries, (ii) to the extent she serves on the board of directors of the Company or any of its subsidiaries, as a member of such boards of directors and (iii) to the extent that she serves as an officer, trustee, manager or in a similar position or office to the Company or any of its subsidiaries, as an officer, trustee, manager or similar position or office to the Company or any of its subsidiaries.  As used in this Agreement, the term “subsidiary” and “subsidiaries” includes, without limitation, any not-for-profit entities affiliated with the Company or any of its subsidiaries.

2.             Severance.  In exchange for the general release of all claims pursuant to Section 6 and the Release (as defined below), the provisions of Section 3 hereof, and the other promises, covenants and agreements by Executive set forth herein, subject to Executive’s execution and delivery of the Release as provided in Section 6 below (a) during the 24-month period commencing on the Termination Date (the “Severance Period”), Employer shall pay Executive severance at a rate equal to $280,000per annum (subject to withholdings for taxes) (“Base Severance”), payable in equal installments on the Company’s regular salary payment dates, (b) notwithstanding that Executive will resign her employment effective on the Termination Date, Executive shall be entitled to receive any bonus for the fiscal year ending on the Termination Date to which she would otherwise be entitled pursuant to the terms and conditions of The Mentor Executive Leadership Incentive Plan (as amended, the “Bonus Plan”), any such bonus to be paid at the time(s) provided in the Bonus Plan or, if such time(s) are not set forth in the Bonus Plan, at the time(s) that other officers of Employer are paid bonuses for fiscal year 2005 under the Bonus Plan, and (c) on or about the date of the Closing

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(as defined in the Repurchase Agreement), Employer shall pay to Executive in cash a special bonus in the amount of $56,944.26 (subject to withholdings for taxes) (clauses (a) through (c), collectively, the “Severance Payments and Benefits”).  During the 25-month period commencing on the Termination Date (the “Benefits Continuation Period”), at Executive’s option, Executive shall continue to participate in Employer’s group health and dental benefit plan(s) (excluding, for the avoidance of doubt, any bonus or incentive compensation plans) on substantially the same terms and conditions as apply from time to time to Employer’s then employed senior executives; provided that Executive shall pay all costs for coverage under such plans (including, without limitation, Executive’s costs and Employer’s and its affiliates’ costs under such plans), which costs shall be substantially the same as the applicable premium rates that would be paid by an employee receiving such benefit plan coverage following a termination of employment pursuant to COBRA (as defined below); provided further that Employer shall be entitled to withhold any amounts owed by Executive pursuant to this sentence from any amounts otherwise owed to Executive pursuant to this Agreement.  In addition to the foregoing, Employer may, at its option and in its sole discretion and subject to the approval of the Company’s board of directors, award an additional cash bonus to Executive, any such additional bonus to be paid on or about December 20, 2005.  Following the Benefits Continuation Period, to the extent permitted by the continuation coverage provisions of Section 4980B of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Executive shall be offered the opportunity to elect continuation coverage under Employer’s group medical and dental benefit plan(s) (“COBRA coverage”).  Employer shall provide Executive with the appropriate COBRA coverage notice and election form, if any, for this purpose.  If Executive is permitted to and elects COBRA coverage, Executive shall pay 100% of Executive’s (and her dependents’) health and dental insurance premiums under COBRA, for up to 18 months following the end of the Benefits Continuation Period; provided that Executive shall notify Employer immediately of any change in her circumstances that would warrant discontinuation of her COBRA coverage and benefits (including but not limited to Executive’s receipt of group medical, dental or vision benefits from any other employer).  The existence and duration of Executive’s COBRA rights and/or the COBRA rights of any of Executive’s eligible dependents shall be determined in accordance with Section 4980B of the Code.  Except as set forth in this Section 2, Executive agrees that she is not entitled to any other salary, bonus, severance, reimbursement, benefit or expectation of remuneration or other monies from the Company or Employer or any of their respective subsidiaries or Affiliates (as defined in the Release) except as required by law and except for the distribution of amounts to Executive pursuant to the terms of (i) the Executive Plan in the aggregate amount of $120,307.18 (the “Executive Plan Balance Amount”), (ii) the Deferral Plan in the aggregate amount of $19,282.11 (the “Deferral Plan Balance Amount”) and (iii) amounts payable pursuant to the Repurchase Agreement; provided that, for the avoidance of doubt, Executive may continue as a participant in the 401(k) Plan to the extent permitted under the terms thereof.  For purposes of the Stock Option Agreement, the payments set forth in this Section 2 shall constitute severance payments and the Noncompetition Period (as defined therein) shall continue until the end of the Severance Period.  Within 15 days following the Termination Date, pursuant to the terms and conditions of the Executive Plan, Executive shall be distributed her full balance under the Executive Plan in a lump-sum payment (subject to withholdings for taxes) in an aggregate amount equal to the Executive Plan Balance Amount.  Within 15 days following the Termination Date, pursuant to the terms and conditions of the Deferral Plan, Executive shall be distributed her full balance under the Deferral Plan in a lump-sum payment (subject to withholdings for taxes) in an aggregate amount equal to the Deferral Plan Balance

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Amount.  In the event of a material breach by Executive of this Agreement, the Release, the Repurchase Agreement or the provisions of the other agreements that survive pursuant to Section 3 below, the Company shall, in addition to any other rights or remedies available at law or in equity or under the Release, be entitled to cease making payments pursuant to this Section 2.

3.             Termination and Survival of Agreements.  (i) As of the Closing, Sections 2, 3 and 4 of the First Purchase Agreement and Sections 2, 3 and 4 of the Second Purchase Agreement shall terminate and be of no further force or effect and all other sections of the First Purchase Agreement and the Second Purchase Agreement shall survive and remain in full force and effect, (ii) as of the Closing, Section 1 through 14 of the Stock Option Agreement shall terminate and be of no further force or effect and all other sections of the Stock Option Agreement shall survive and remain in full force and effect and (iii) on the Termination Date, Sections 1 through 7 and Section 13 of the Employment Agreement shall terminate and be of no further force or effect and all other sections of the Employment Agreement shall survive and remain in full force and effect.  Executive hereby reaffirms her obligations pursuant to (i) Section 5 of the First Purchase Agreement and Section 5 of the Second Purchase Agreement, which sections shall remain in full force and effect after the Closing,  (ii) Sections 8 through 12 and Sections 14 through 19 of the Employment Agreement, which sections shall remain in full force and effect after the Closing,  (iii) Sections 15 through 28 of the Stock Option Agreement, which sections shall remain in full force and effect after the Closing and (iv) the Stockholders Agreement and the Registration Agreement, which agreements shall remain in full force and effect after the Closing.  On the date hereof, Executive and the Company shall enter into the Repurchase Agreement.  The Repurchase Agreement shall survive the execution of this Agreement and remain in full force and effect after the Closing.

4.             Cooperation.  Executive agrees to reasonably cooperate with the Company and its subsidiaries in any internal investigation, any administrative, regulatory, or judicial proceeding or any dispute with a third party.  Executive understands and agrees that this cooperation may include, but not be limited to, making herself available to the Company and its subsidiaries upon reasonable notice for interviews and factual investigations; appearing at the Company’s or its subsidiary’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company and its subsidiaries pertinent information; and turning over to the Company and its subsidiaries all relevant documents which are or may come into her possession all at times and on schedules that are reasonably consistent with her other permitted activities and commitments.  Executive understands that in the event the Company or its subsidiaries ask for her cooperation in accordance with this provision, the Company or such subsidiary will reimburse her solely for reasonable travel expenses, (including lodging and meals), upon her submission of receipts.

5.             Non-Disparagement, etc.  Executive agrees not to disparage the Company, its past and present investors, officers, directors or employees or its Affiliates (as defined in the Release) and to keep all confidential and proprietary information about the past or present business affairs of the Company and its Affiliates confidential unless a prior written release from the Company is obtained.  Executive further agrees that as of the Termination Date, Executive will return to the Company or its subsidiaries any and all property, tangible or intangible, belonging to the Company or its subsidiaries, which she presently possesses (including, but not limited to, company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data base and other data) and that Executive shall not retain any copies,

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compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data.

6.             General Release.  For the consideration received (including but not limited to the promises, agreements and payments), all as provided for in this Agreement and the Repurchase Agreement, Executive agrees to execute and deliver to the Company on the Termination Date, the General Release, in the form attached hereto as Exhibit B, which release shall constitute a part of this Agreement as if it were set forth herein (the “Release”). The execution of the Release shall supplement and shall not supersede the terms of this Agreement or the Repurchase Agreement.

7.             Effective Date and Revocation.  Executive agrees that she has been given 21 days in which to consider whether to sign this Agreement (including the Release) and the Repurchase Agreement and has either used that full 21-day period or voluntarily decided to sign this Agreement before the end of such period.  The parties agree that Executive may revoke the Release at any time within seven days after executing it, at which time the Release and this Agreement and the Repurchase Agreement will all revoked and will become null and void.  The Release, this Agreement and the Repurchase Agreement will not be effective or enforceable until the end of such seven-day period, but they shall be fully effective and enforceable if the Release is not revoked within such seven-day period.

8.             Notices.  All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable express courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid.  Such notices, demands and other communications shall be sent to Executive, to the Company and to Employer at the address indicated below:

If to the Company or Employer:

National Mentor Holdings, Inc.

313 Congress Street 6th Floor

Boston, MA 02210

Attention: President

with a copy to:

Madison Dearborn Capital Partners, LLC

Three First National Plaza, Suite 3800

Chicago, Illinois 60602

Attention: Timothy Sullivan

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If to Executive:

Elizabeth V. Hopper

917 D Avenue

West Columbia, South Carolina 29169

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

9.             General Provisions.

(a)           Severability.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(b)           Complete Agreement.  This Agreement (including the Release once executed), the Repurchase Agreement, and the provisions of the First Purchase Agreement, the Second Purchase Agreement, the Stock Option Agreement, the Employment Agreement, the Stockholders Agreement and the Registration Agreement which remain in full force and effect as described in Section 3 above, embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof or thereof in any way.  For the avoidance of doubt, nothing in this Agreement is intended to amend or modify the terms and conditions of the Executive Plan or the Deferral Plan.

(c)           Counterparts.  This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(d)           Successors and Assigns.  Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive and the Company and Employer and each of their respective subsidiaries and each of their respective successors and assigns; provided that the rights and obligations of Executive under this Agreement will not be assignable without the prior written consent of the Company.

(e)           Choice of Law.  All questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the domestic laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts.

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(f)            Amendment and Waiver.  The provisions of this Agreement may be amended and waived only with the prior written consent of each of the parties hereto.

(g)           Business Days.  If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

*     *     *     *     *

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IN WITNESS WHEREOF, the parties hereto have executed this Separation Agreement and Release on the date first written above.

/s/ Elizabeth V. Hopper

ELIZABETH V. HOPPER

NATIONAL MENTOR HOLDINGS, INC.

By:  /s/ Denis Holler

Its:  Assistant Secretary

NATIONAL MENTOR, INC.

By:  /s/ Denis Holler

Its:  Assistant Secretary

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EXHIBIT A

STOCK REPURCHASE AGREEMENT

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2005, by and between National Mentor Holdings, Inc., a Delaware corporation (the “Company”), and Elizabeth V. Hopper (“Executive”).

WHEREAS, Executive and National Mentor, Inc., a Delaware corporation (“Employer”), are party to an Employment Agreement dated September 29, 1999, as amended by the First Amendment to Employment Agreement, dated March 9, 2001 (as amended, the “Employment Agreement”).

WHEREAS, pursuant to a Management Stock Purchase Agreement dated March 9, 2001 (as amended, the “First Purchase Agreement”), between the Company and Executive, Executive acquired 116,577.52 shares of the Company’s Common Stock, par value $.01 per share (“Common Stock”) at a price per share of $1.00.

WHEREAS, pursuant to a Management Stock Purchase Agreement dated May 31, 2003 (as amended, the “Second Purchase Agreement” and together with the First Purchase Agreement, the “Purchase Agreements”), between the Company and Executive, Executive acquired 15,666.296 shares of Common Stock at a price per share of $7.00.

WHEREAS, the Company, Executive and certain other stockholders of the Company are parties to an Amended and Restated Stockholders Agreement dated as of May 1, 2003 (as amended, the “Stockholders Agreement”).

WHEREAS, the Company, Executive and certain other stockholders of the Company are parties to a Registration Agreement dated as of March 9, 2001 (as amended, the “Registration Agreement”).

WHEREAS, Executive wishes to voluntarily resign her employment with the Company and each of its subsidiaries effective as of September 30, 2005 (the “Termination Date”).

WHEREAS, on the date hereof and in connection herewith, Executive and the Company and Employer are entering into a Separation Agreement and Release (as amended, the “Separation Agreement”), which provides for the parties to enter into this Agreement.

WHEREAS, the Company and Executive wish to enter into this Agreement to provide, in connection with execution of the Separation Agreement, for the full vesting of Executive’s Common Stock, the repurchase of a portion of Executive’s shares of Common Stock, the grant of certain repurchase rights to the Company and certain related matters.

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

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10.   Vesting of Shares.  Notwithstanding anything in the Purchase Agreements to the contrary, all shares of Common Stock purchased by Executive pursuant to the Purchase Agreements to the extent not already vested shall become vested in full on the date of the Closing (as defined below).

11.   Sale and Purchase of Stock.  At the Closing and upon the terms and conditions set forth in this Agreement, Executive agrees to sell, transfer and assign to the Company, and the Company agrees to purchase, all of Executive’s right, title and interest in 66,121.908 shares of Common Stock (collectively, the “Shares”) for an aggregate purchase price of $1,057,950.53 (the “Shares Purchase Price”).

12.   Purchase Prices; Deliveries.  At the Closing, Executive will deliver to the Company the certificates representing the Shares, together with duly executed stock assignments to the Company, upon payment by the Company of the Shares Purchase Price pursuant to Section 2 (less required withholdings pursuant to Section 9 hereof) by check or wire transfer of immediately available funds to an account designated in writing by Executive.

13.   Closing.  Subject to the conditions contained in this Agreement, the deliveries contemplated by Section 3 (the “Closing”) will take place at the offices of Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601 at 10:00 a.m. on October 10, 2005, or such other place or on such other date as is mutually agreeable to the Company and Executive, but in any event not less than eight days after the Termination Date and not greater than 14 days after the Termination Date.

14.   Purchase Price Adjustment.  The Shares Purchase Price shall be adjusted following the Closing as set forth in this Section 5.  After October 15, 2005 and on or before December 10, 2005, the Company’s board of directors shall determine the aggregate Fair Market Value (as defined below), as of the date of such determination, of a number of shares of Common Stock equal to the number of Shares (the “Post-Closing Valuation”).  On or before December 10, 2005, the Company shall notify Executive of the results of such determination of the Post-Closing Valuation.  If the amount of the Post-Closing Valuation exceeds the Shares Purchase Price, on December 15, 2005, the Company shall pay to Executive (without interest and less withholdings pursuant to Section 9 hereof) by check or wire transfer of immediately available funds to an account designated in writing by Executive an amount equal to such excess.  If the Shares Purchase Price exceeds the amount of the Post-Closing Valuation, on December 15, 2005, Executive shall pay to the Company (without interest) by check or wire transfer of immediately available funds to an account designated in writing by the Company an amount equal to such excess.  The Company and its subsidiaries shall be entitled to offset any amounts owing by the Company or its subsidiaries to Executive pursuant to this Agreement or the Separation Agreement from any amounts owing by Executive to the Company or its subsidiaries pursuant to this Agreement.  For purposes of this Agreement, “Fair Market Value” means, with respect to shares of Common Stock, the fair value of such shares determined by the Company’s board of directors in its sole discretion taking into account all relevant factors determinative of value (including the lack of liquidity of such securities due to the Company’s status as a privately held company, but without regard to any discounts for minority interests), using valuation techniques then prevailing in the securities industry (e.g., discounted cash flows and/or comparable companies) and assuming full disclosure of all relevant information and a reasonable period of time for effectuating such sale.

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15.   Representations and Warranties of Executive.  Executive hereby represents and warrants to the Company as follows:

(a)   Ownership.  All of the Shares are owned of record and beneficially by Executive, and Executive has good and marketable title to the Shares, free and clear of any security interest, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies or other arrangements or restrictions whatsoever (collectively, “Encumbrances”), except for such legend and related transfer restrictions as are required under the Securities Act of 1933 and the restrictions set forth in the Stockholders Agreement or the Registration Agreement.  Executive does not own and has no interest in any shares of the Company’s capital stock or options or rights to acquire the Company’s capital stock other than (i) the Shares, (ii) the other 66,121.908 shares of Common Stock purchased by Executive pursuant to the Purchase Agreements and (iii) the option (the “Option”) to acquire shares of Common Stock pursuant to the Stock Option Agreement (as defined in the Separation Agreement), which Option will terminate pursuant to the Separation Agreement at the Closing.  All of the Shares are validly issued, fully paid and nonassessable.  Executive has not exercised, and will not exercise prior to the Closing, the Option, in whole or in part.  At the Closing, Executive will deliver to the Company good and marketable title to the Shares, free and clear of any Encumbrances.

(b)   Legal Capacity.  Executive has full legal capacity to enter into and perform her obligations set forth in this Agreement.  This Agreement when executed and delivered will constitute the valid and legally binding obligation of Executive, enforceable in accordance with its terms.

(c)   Conflicts.  The execution, delivery and performance of this Agreement by Executive does not conflict with or result in a breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which Executive or the Shares are subject.

16.   Survival of Representations and Warranties.  All representations and warranties contained herein or made in writing by any party in connection herewith will survive the execution and delivery of this Agreement and the Closing hereunder, regardless of any investigation made by the Company or on its behalf.

17.   Additional Call Rights.

(a)   Right of Repurchase.  In addition to the repurchase of the Shares to occur at the Closing, all of the shares of Common Stock purchased by Executive pursuant to the Purchase Agreements (whether held by Executive or one or more of Executive’s transferees) (other than any such shares previously purchased pursuant to this Agreement) (the “Call Shares”) shall be subject to repurchase from time to time pursuant to the terms and conditions set forth in this Section 8 (the “Call Option”).

(b)   Purchase Price.  The purchase price for any Call Shares purchased pursuant to this Section 8 shall be the Fair Market Value thereof as of the date of the Call Notice or a notice of repurchase under Section 8(d).

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(c)   Repurchase by the Company.  The Company may, in its sole discretion, elect from time to time to purchase all or any portion of the Call Shares for cash by delivering written notice (the “Call Notice”) to the holder or holders of the Call Shares at any time or from time to time after September 30, 2007.  The Call Notice shall set forth the number of Call Shares to be acquired from each holder of Call Shares, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction.

(d)   Repurchase by MDCP.  If for any reason the Company does not elect to purchase all of the Call Shares pursuant to Section 8(c) above on or before December 31, 2007, then Madison Dearborn Capital Partners III, L.P., a Delaware limited partnership or its affiliates (“MDCP”) shall be entitled to exercise the Call Option at any time and from time to time for all or any portion of the Call Shares the Company has not elected to purchase by such date (the “MDCP Available Shares”). The Company and Executive and her transferees shall take such actions as reasonably requested by MDCP to complete any purchase contemplated by this Section 8(d).

(e)   Manner of Payment.  If the Company purchases all or any part of the Call Shares, including Call Shares held by one or more transferees, pursuant to Section 8(c) above, the Company shall pay for such Call Shares by check or wire transfer of funds.  If MDCP purchases all or any part of the Call Shares, including Call Shares held by one or more transferees, pursuant to Section 8(d) above, then MDCP shall pay for such Call Shares by check or wire transfer of funds.

(f)    Representations and Releases.  In connection with any purchase of Call Shares pursuant to this Section 8 and as a condition thereto, the purchasers of Call Shares shall be entitled to receive from the sellers (i) substantially the same representations and warranties as set forth in Section 6 with respect to the Call Shares and (ii) a limited release covering any and all claims related to the ownership of the Call Shares or the exercise of the Call Option through the date of such purchase.

18.   Withholdings.  The Company and its subsidiaries shall be entitled, if necessary or desirable, to withhold any withholding (including, without limitation, for the costs of benefits provided by Employer or its affiliates) or other tax due from any amounts due and payable by any of them hereunder to Executive.

19.   Indemnification.  Executive hereby agrees to indemnify the Company and hold the Company harmless against and in respect of any and all losses, liabilities, damages, obligations, claims, encumbrances, costs and expenses (including costs of suit and attorneys’ fees and expenses) incurred by the Company resulting from any breach of any representation, warranty, covenant or agreement made by Executive herein or in any instrument, agreement or document delivered to the Company pursuant hereto or in connection herewith.

20.   Termination and Survival of Agreements.  The parties hereto agree to the termination and survival provisions set forth in Section 3 of the Separation Agreement.  The Separation Agreement shall survive the execution of this Agreement and remain in full force and effect after the Closing.

21.   Revocation of the Separation Agreement.  Notwithstanding anything herein to the contrary, in the event that the Separation Agreement is terminated pursuant to Section 7 thereof

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within seven days of the date of the Separation Agreement, this Agreement shall immediately terminate and be null and void.  This Agreement will not be effective or enforceable until the end of such seven-day period, but it shall be fully effective and enforceable if it is not revoked within such seven-day period.

22.   Miscellaneous.

(a)   Notices.  All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given (i) three days after the date of mailing by registered or certified mail, return receipt requested, or (ii) when personally delivered (including by Federal Express or other express courier service).  Notices, demands and communications to the Company and Executive will, unless another address is specified in writing, be sent to the address indicated below:

If to Company:

National Mentor Holdings, Inc.

313 Congress Street 6th Floor

Boston, MA 02210

Attention: President

with a copy to:

Madison Dearborn Capital Partners, LLC

Three First National Plaza, Suite 3800

Chicago, IL 60602

Attention: Timothy Sullivan

If to Executive:

Elizabeth V. Hopper

917 D Avenue

West Columbia, South Carolina 29169

(b)   Expenses.  Each party hereto agrees to pay all of its expenses arising in connection with the negotiation, execution and consummation of the transactions contemplated by this Agreement (including attorneys’ fees and expenses).

(c)   Complete Agreement.  This Agreement and the Separation Agreement, together with the other agreements referred to herein, constitute the entire agreement between the parties hereto regarding the subject matter of this Agreement and supersedes and preempts any prior understandings, agreements or representations, written or oral, which may have related to the subject matter hereof.

(d)   Severability.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of

13

this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(e)   Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed to be an original and which taken together will constitute one and the same agreement.

(f)    Further Assurances.  From and after the Closing, and when requested by the Company, Executive will, without further consideration, execute and deliver all such instruments of conveyance and transfer and will take such further actions as the Company may reasonably deem necessary or desirable in order to transfer the Shares to the Company and to carry out fully the provisions and purposes of this Agreement.

(g)   Successors and Assigns.  This Agreement is intended to bind and inure to the benefit of and be enforceable by the Company and Executive and their respective successors and assigns; provided that the rights and obligations of Executive under this Agreement will not be assignable without the prior written consent of the Company.  Without limiting the foregoing, the Company may assign its rights pursuant to Section 8 to any person including Madison Dearborn Capital Partners III, L.P. or its affiliates.

(h)   Third Party Beneficiaries.   Certain provisions of this Agreement are entered into for the benefit of and shall be enforceable by MDCP.

(i)    Governing Law.  All questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the domestic laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts.

*  *  *  *  *

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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

NATIONAL MENTOR HOLDINGS, INC.

By:      /s/ Denis Holler

Its:      Assistant Secretary

/s/ Elizabeth V. Hopper

ELIZABETH V. HOPPER

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EXHIBIT B

GENERAL RELEASE

I, Elizabeth V. Hopper, in consideration of and subject to the performance by National Mentor Holdings, Inc., a Delaware corporation (the “Holdings”), and National Mentor, Inc. (“Employer” and collectively with Holdings and their respective subsidiaries, the “Company”), of their obligations under the Separation Agreement and Release, dated as of the September 30, 2005(as amended, the “Agreement”), and the Repurchase Agreement (as defined in the Agreement), do hereby release and forever discharge as of the date hereof the Company and its Affiliates (as defined below) and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company and its Affiliates and the Company’s direct or indirect owners (collectively, the “Released Parties”) to the extent provided below.  This release constitutes a part of the Agreement.

1.I understand that any payments or benefits paid or granted to me under Section 2 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in Section 2 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release.  I also acknowledge and represent that I have received all payments and benefits that I am entitled to receive by virtue of any employment by the Company, except for payments and benefits to be made or provided under the Agreement, and my continued participation in Employer’s benefits plans to the extent described in the Agreement.

2.Except (i) as provided in paragraph 4 below, (ii) for my rights under the Repurchase Agreement (as defined in the Agreement), (iii) for the provisions of the Employment Agreement (as defined in the Agreement), the Stock Option Agreement (as defined in the Agreement), the First Purchase Agreement (as defined in the Agreement), the Second Purchase Agreement (as defined in the Agreement), the Stockholders Agreement (as defined in the Agreement) and the Registration Agreement (as defined in the Agreement) which expressly survive the termination of my employment with the Company in accordance with the Agreement, (iv) for my rights under the Agreement, (v) for my rights to be paid a lump-sum payment in an aggregate amount equal to the Executive Plan Balance Amount (as defined in the Agreement) pursuant to the Executive Plan (as defined in the Agreement) and for my rights to be paid an aggregate amount equal to the Deferral Plan Balance Amount (as defined in the Agreement) pursuant to the Deferral Plan, and (vi) for my rights under the 401(k) Plan, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company

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(including, but not limited to, any allegation, claim or violation, arising under: the sections of the Purchase Agreements (as defined in the Agreement) being terminated pursuant to Section 3 of the Agreement; the sections of the Employment Agreement and the Stock Option Agreement that are being terminated pursuant to Section 3 of the Agreement; the 2001 Equity Plan (as defined in the Agreement); the 2003 Equity Plan (as defined in the Agreement); the Executive Plan (as defined in the Agreement); the Deferral Plan (as defined in the Agreement); Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

3.I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4.I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5.In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement.  I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims. I further agree that I am not aware of any pending charge or complaint of the type described in paragraph 2 as of the execution of this General Release.

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6.I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

7.I agree that I will forfeit all amounts payable by the Company pursuant to the Agreement if I challenge the validity of this General Release. I also agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees, and return all payments received by me pursuant to the Agreement.

8.I agree that this General Release is confidential and agree not to disclose any information regarding the terms of this General Release, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning, effect or terms hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone.  Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the National Association of Securities Dealers, Inc. (NASD), any other self-regulatory organization or governmental entity or as required by applicable law.

9.Notwithstanding anything in this General Release to the contrary, this General Release shall not release, relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement or the Repurchase Agreement after the date hereof.

10.Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

11.As used in the Agreement and herein, the term “Affiliate” of any particular person means (a) any other person directly or indirectly controlling, controlled by or under common control with such particular person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a person whether through the ownership of voting securities, contract or otherwise and (b) any stockholder, partner or officer of such person or any person who has a management contract with such person.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

1.I HAVE READ IT CAREFULLY;

2.I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII

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OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

3.I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

4.I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

5.I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM TO CONSIDER IT AND THE CHANGES MADE SINCE THE FIRST VERSION OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

6.I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

7.I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

8.I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

DATE:  SEPTEMBER 30, 2005                                                           /s/ Elizabeth V. Hopper

                                                                                                                ELIZABETH V. HOPPER

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EX-10.14

Exhibit 10.14

NATIONAL MENTOR HOLDINGS, INC.

STOCK OPTION PLAN

ARTICLE I

Purpose of Plan

The Stock Option Plan (the “Plan”) of National Mentor Holdings, Inc. (the “Company”), adopted by the Board of Directors of the Company on November 7, 2001, for directors, officers and key employees of, and certain other key individuals who perform services for, the Company is intended to advance the best interests of the Company by providing those persons who have responsibility for its management and growth with additional incentives by allowing them to acquire an ownership interest in the Company and thereby encouraging them to contribute to the success of the Company and to continue to provide their services to the Company.  The availability and offering of stock options under the Plan also increases the Company’s ability to attract and retain individuals of exceptional managerial talent upon whom, in large measure, the sustained progress, growth and profitability of the Company depends.  The Plan is a compensatory benefit plan within the meaning of Rule 701 of the Securities Act of 1933, as amended, and, unless and until the Common Stock is publicly traded, the issuance of options to purchase Common Stock pursuant to the Plan and the issuance of Common Stock pursuant to such options is intended to qualify for the exemption from registration under the Securities Act provided by Rule 701.

ARTICLE II

Definitions

For purposes of the Plan, except where the context clearly indicates otherwise, the following terms shall have the meanings set forth below:

“Board” shall mean the Board of Directors of the Company.

“Cause” shall mean any of the following: (i) theft or embezzlement, or attempted theft or embezzlement, of money or property of the Company or any subsidiary, perpetration or attempted perpetration of fraud, or participation in a fraud or attempted fraud, on the Company or any subsidiary or unauthorized appropriation of, or attempt to misappropriate, any tangible or intangible assets or property of the Company or any subsidiary, (ii) any act or acts of disloyalty, misconduct or moral turpitude injurious to the interest, property, operations, business or reputation of the Company or any subsidiary or conviction of a crime the commission of which results in injury to the Company or any subsidiary or (iii) failure or inability (other than by reason of Disability) to carry out effectively a Participant’s duties and obligations to the Company and its subsidiaries or to participate effectively and actively in the management of the Company and its subsidiaries, as determined in the reasonable judgment of the Board.

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“Code” shall mean the Internal Revenue Code of 1986, as amended, and any successor statute.

“Committee” shall mean the committee of the Board which may be designated by the Board to administer the Plan.  The Committee shall be composed of two or more directors as appointed from time to time to serve by the Board.

“Common Stock” shall mean the Company’s Common Stock, par value $.01 per share, or if the outstanding Common Stock is hereafter changed into or exchanged for different stock or securities of the Company, such other stock or securities.

“Company” shall mean National Mentor Holdings, Inc., a Delaware corporation, and (except to the extent the context requires otherwise) any subsidiary corporation of National Mentor Holdings, Inc., a Delaware corporation, as such term is defined in Section 425(f) of the Code.

“Disability” shall mean the inability, due to illness, accident, injury, physical or mental incapacity or other disability, of any Participant to carry out effectively his duties and obligations to the Company or to participate effectively and actively in the management of the Company for a period of at least 90 consecutive days or for shorter periods aggregating at least 90 days (whether or not consecutive) during any 180-day period, as determined in the reasonable judgment of the Board.

“Fair Market Value” of the Common Stock shall be determined by the Committee or, in the absence of the Committee, by the Board.

“Participant” shall mean any director, officer or key employee of, or any other key individual who performs services for, the Company who has been selected to participate in the Plan by the Committee or the Board.

“Person” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Sale of the Company” shall mean the sale to a third party or affiliated group of third parties, as determined by the Committee in its discretion, of (i) capital stock of the Company possessing the voting power to elect a majority of the Company’s board of directors (whether by merger, consolidation or sale or transfer of the Company’s capital stock) or (ii) more than 50% of the Company’s assets determined on a consolidated basis; provided that in any event, the term “Sale of the Company” shall not include an offering of securities to the public.

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ARTICLE III

Administration

The Plan shall be administered by the Committee; provided that if for any reason the Committee shall not have been appointed by the Board, all authority and duties of the Committee under the Plan shall be vested in and exercised by the Board.  Subject to the limitations of the Plan, the Committee shall have the sole and complete authority to: (i) select Participants, (ii) grant Options (as defined in Article IV below) to Participants in such forms and amounts as it shall determine (including, without limitation, with respect to designating Options as Incentive Stock Options (as defined in Article V below) or nonqualified stock options), (iii) impose such limitations, restrictions and conditions upon such Options as it shall deem appropriate, (iv) interpret the Plan and adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan, (v) correct any defect or omission or reconcile any inconsistency in the Plan or in any Option granted hereunder and (vi) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan, subject to such limitations as may be imposed by the Code on the grant of Incentive Stock Options or other applicable law.  The Committee’s determinations on matters within its authority shall be conclusive and binding upon the Participants, the Company and all other Persons.  All expenses associated with the administration of the Plan shall be borne by the Company.  The Committee may, as approved by the Board and to the extent permissible by law, delegate any of its authority hereunder to such persons as it deems appropriate.

ARTICLE IV

Limitation on Aggregate Shares

The number of shares of Common Stock with respect to which options may be granted under the Plan (the “Options”) and which may be issued upon the exercise thereof shall not exceed, in the aggregate, 284,063 shares; provided that the type and the aggregate number of shares which may be subject to Options shall be subject to adjustment in accordance with the provisions of Section 6.8 below, and further provided that to the extent any Options expire unexercised or are canceled, terminated or forfeited in any manner without the issuance of Common Stock thereunder, or if any Options are exercised and the shares of Common Stock issued thereunder are repurchased by the Company, such shares shall again be available under the Plan.  The 284,063 shares of Common Stock available under the Plan may be either authorized and unissued shares, treasury shares or a combination thereof, as the Committee shall determine.

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ARTICLE V

Awards

5.1Options.  The Committee may grant Options to Participants in accordance with this Article V.   In no event shall the aggregate Fair Market Value per share of all Common Stock (determined at the time the Option is awarded) with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year (under all plans of the Company and its subsidiaries) exceed $100,000.

5.2Form of Option.  Options granted under this Plan may be “Incentive Stock Options” within the meaning of Section 422 of the Code or nonqualified stock options.  Unless otherwise indicated, references herein to “Options” shall include Incentive Stock Options and nonqualified stock options.

5.3Exercise Price.  The option exercise price per share of Common Stock shall be fixed by the Committee at the date of grant.    If the Option is intended to be an Incentive Stock Option, the option exercise price per share of Common Stock shall be fixed by the Committee at not less than 100% of the Fair Market Value of a share of Common Stock on the date of grant (or 110% of such Fair Market Value if the holder of such Incentive Stock Option owns Common Stock possessing more than ten percent (10%) of the combined voting power of all classes of stock of the Company or any subsidiary determined with regard to the attribution rules of Section 424(d) of the Code).

5.4Exercisability.  Options shall be exercisable at such time or times as the Committee shall determine at or subsequent to grant.

5.5Payment of Exercise Price.  Options shall be exercised in whole or in part by written notice to the Company (to the attention of the Company’s Secretary) accompanied by payment in full of the option exercise price.  Payment of the option exercise price shall be made in cash (including check, bank draft or money order) or, in the discretion of the Committee, by delivery of a promissory note or by payroll deductions (if in accordance with policies approved by the Board).

5.6Terms of Options.  The Committee shall determine the term of each Option, which term shall in no event exceed ten years from the date of grant.    If the holder of an Incentive Stock Option owns Common Stock possessing more than ten percent (10%) of the combined voting power of all classes of stock of the Company or any subsidiary, determined with regard to the attribution rules of Section 424(d) of the Code, the term of such Incentive Stock Option shall not exceed five years from the date of grant.

5.7Stockholder Approval. The Plan shall be submitted to the Company’s stockholders for approval.  The Committee may grant Options under the Plan prior to the time of stockholder approval, which Options will be effective when granted, but if for any reason the stockholders of the Company do not approve the Plan prior to one year from the date of adoption of the Plan by the Board, all Options granted under the Plan will be terminated and of no effect, and no Option may be exercised in whole or in part prior to such stockholder approval.

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ARTICLE VI

General Provisions

6.1Conditions and Limitations on Exercise.  Options may be made exercisable in one or more installments, upon the happening of certain events, upon the passage of a specified period of time, upon the fulfillment of certain conditions or upon the achievement by the Company of certain performance goals, as the Committee shall decide in each case when the Options are granted.

6.2Sale of the Company.  In the event of a Sale of the Company, the Committee may provide, in its discretion, that the Options then outstanding shall become immediately exercisable and that such Options shall terminate if not exercised as of the date of the Sale of the Company or other prescribed period of time.

6.3Written Agreement.  Each Option granted hereunder to a Participant shall be embodied in a written agreement (an “Option Agreement”) which shall be signed by the Participant and by the President of the Company or his designee for and in the name and on behalf of the Company and shall be subject to the terms and conditions of the Plan prescribed in the Option Agreement (including, but not limited to, (i) the right of the Company and such other Persons as the Committee shall designate (“Designees”) to repurchase from each Participant, and such Participant’s transferees, all shares of Common Stock issued or issuable to such Participant on the exercise of an Option in the event of such Participant’s termination of employment (or, in the case of a Participant who is not an employee of the Company, upon such other event(s) as the Committee shall determine), (ii) rights of first refusal granted to the Company and Designees, (iii) holdback and other registration right restrictions in the event of a public registration of any equity securities of the Company and (iv) any other terms and conditions which the Committee shall deem necessary and desirable).

6.4Listing, Registration and Compliance with Laws and Regulations.  Options shall be subject to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares subject to the Options upon any securities exchange or under any state or federal securities or other law or regulation, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to or in connection with the granting of the Options or the issuance or purchase of shares thereunder, no Options may be granted or exercised, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.  The holders of such Options shall supply the Company with such certificates, representations and information as the Company shall request and shall otherwise cooperate with the Company in obtaining such listing, registration, qualification, consent or approval.  In the case of officers and other Persons subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, the Committee may at any time impose any limitations upon the exercise of an Option that, in the Committee’s discretion, are necessary or desirable in order to comply with such Section 16(b) and the rules and regulations thereunder.  If the Company, as part of an offering of securities or otherwise, finds it desirable

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because of federal or state regulatory requirements to reduce the period during which any Options may be exercised, the Committee, may, in its discretion and without the Participant’s consent, so reduce such period on not less than 15 days written notice to the holders thereof.

6.5Nontransferability.  Options may not be transferred other than by will or the laws of descent and distribution and, during the lifetime of the Participant, may be exercised only by such Participant (or his legal guardian or legal representative).  In the event of the death of a Participant, exercise of Options granted hereunder shall be made only:

(i)by the executor or administrator of the estate of the deceased Participant or the Person or Persons to whom the deceased Participant’s rights under the Option shall pass by will or the laws of descent and distribution; and

(ii)to the extent that the deceased Participant was entitled thereto at the date of his death, unless otherwise provided by the Committee in such Participant’s Option Agreement.

6.6Expiration of Options.

(a)Normal Expiration.  In no event shall any part of any Option be exercisable after the date of expiration thereof (the “Expiration Date”), as determined by the Committee pursuant to Section 5.6 above.

(b)Early Expiration Upon Termination of Employment; etc..  Except as otherwise provided by the Committee or the Option Agreement, any portion of a Participant’s Option that was not vested and exercisable on the date of the termination of such Participant’s employment (or, in the case of a Participant who is not an employee of the Company, upon such other event(s) as the Committee shall determine) shall expire and be forfeited as of such date, and any portion of a Participant’s Option that was vested and exercisable on the date of the termination of such Participant’s employment (or, in the case of a Participant who is not an employee of the Company, upon such other event(s) as the Committee shall determine) shall expire and be forfeited as of such date, except that: (i) if any Participant dies or becomes subject to any Disability, such Participant’s Option shall expire 180 days after the date of his death or Disability, but in no event after the Expiration Date, and (ii) if any Participant is discharged other than for Cause, such Participant’s Option shall expire 30 days after the date of his discharge, but in no event after the Expiration Date.

6.7Withholding of Taxes.  The Company shall be entitled, if necessary or desirable, to withhold from any Participant from any amounts due and payable by the Company to such Participant (or secure payment from such Participant in lieu of withholding) the amount of any withholding or other tax due from the Company with respect to any shares issuable under the Options, and the Company may defer such issuance unless indemnified to its satisfaction.  Upon the disposition (within the meaning of Section 424(c) of the Code) of shares of Common Stock acquired pursuant to the exercise of an Incentive Stock Option prior to the expiration of the holding period requirements of Section 422(a)(1) of the Code, the Participant shall be required to give notice to the Company of such disposition and the Company shall have the right

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to require the payment of the amount of any taxes that are required by law to be withheld with respect to such disposition.

6.8Adjustments.  In the event of a reorganization, recapitalization, stock dividend or stock split, or combination or other change in the shares of Common Stock, the Board or the Committee may, in order to prevent the dilution or enlargement of rights under outstanding Options, make such adjustments in the number and type of shares authorized by the Plan, the number and type of shares covered by outstanding Options and the exercise prices specified therein as may be determined to be appropriate and equitable.  The issuance by the Company of shares of stock of any class, or options or securities exercisable or convertible into shares of stock of any class, for cash or property, or for labor or services either upon direct sale, or upon the exercise of rights or warrants to subscribe therefor, or upon exercise or conversion of other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock then subject to any Options.  No adjustments to any Incentive Stock Option shall be made pursuant to this Section 6.8 which consist of a modification of such Incentive Stock Option under Section 422(h)(3)(C) of the Code.

6.9Rights of Participants.  Nothing in this Plan or in any Option Agreement shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or other engagement at any time (with or without Cause), nor confer upon any Participant any right to continue in the employ or engagement of the Company for any period of time or to continue his present (or any other) rate of compensation, and except as otherwise provided under this Plan or by the Committee in the Option Agreement, in the event of any Participant’s termination of employment or engagement (including, but not limited to, the termination by the Company without Cause) any portion of such Participant’s Option that was not previously vested and exercisable shall expire and be forfeited as of the date of such termination.  No employee or other person shall have a right to be selected as a Participant or, having been so selected, to be selected again as a Participant.

6.10Amendment, Suspension and Termination of Plan.  The Board or the Committee may suspend or terminate the Plan or any portion thereof at any time and may amend it from time to time in such respects as the Board or the Committee may deem advisable; provided that no such amendment shall be made without stockholder approval to the extent such approval is required by law, agreement or the rules of any exchange upon which the Common Stock is listed, and no such amendment, suspension or termination shall materially and adversely impair the rights of Participants under outstanding Options without the consent of the Participants affected thereby. No Options shall be granted hereunder after the tenth anniversary of the adoption of the Plan.

6.11Amendment, Modification and Cancellation of Outstanding Options.  The Committee may amend or modify any Option in any manner to the extent that the Committee would have had the authority under the Plan initially to grant such Option; provided that no such amendment or modification shall materially and adversely impair the rights of any Participant under any Option without the consent of such Participant.  With the Participant’s consent, the Committee may cancel any Option and issue a new Option to such Participant.

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6.12Indemnification.  In addition to such other rights of indemnification as they may have as members of the Board or the Committee, the members of the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding; provided that any such Committee member shall be entitled to the indemnification rights set forth in this Section 6.12 only if such member has acted in good faith and in a manner that such member reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful, and further provided that upon the institution of any such action, suit or proceeding a Committee member shall give the Company written notice thereof and an opportunity, at its own expense, to handle and defend the same before such Committee member undertakes to handle and defend it on his own behalf.

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AMENDMENT TO NATIONAL MENTOR HOLDINGS, INC. STOCK OPTION PLAN

On November 11, 2003 Article IV of the Stock Option Plan was amended to increase the number of shares of Common Stock for which Options (as defined in the Stock Option Plan) may be granted thereunder to an aggregate of 1,197,952 shares of Common Stock (from an aggregate of 284,063 shares of Common Stock prior to such amendment).

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SECOND AMENDMENT TO NATIONAL MENTOR HOLDINGS, INC. STOCK OPTION PLAN

On September 7, 2004 Article IV of the Stock Option Plan was amended to increase the number of shares of Common Stock for which Options (as defined in the Stock Option Plan) may be granted thereunder to an aggregate of 1,292,952 shares of Common Stock (from an aggregate of 1,197,952 shares of Common Stock prior to such amendment).

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EX-10.15

Exhibit 10.15

NATIONAL MENTOR, LLC
MANAGEMENT SERVICES AGREEMENT

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of May 1, 2003, is by and between National Mentor, LLC, a Delaware limited liability company (the “Company”), and Madison Dearborn Partners III, L.P., a Delaware limited partnership (the “Advisor”).

WHEREAS, the Company desires to retain the Advisor and the Advisor desires to perform for the Company certain services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Term.  This Agreement will continue from the date hereof until the first to occur of (i) the date on which neither Madison Dearborn Capital Partners III, L.P. (“MDCP”) nor any of its affiliates holds directly or indirectly any equity securities of the Company or its successors or (ii) the Company’s consummation of an underwritten public offering of shares of its common stock registered under the Securities Act of 1933, as amended.  No termination of this Agreement, whether pursuant to this Section or otherwise, shall affect the Company’s obligations with respect to the fees, costs and expenses incurred by the Advisor in rendering services hereunder and not reimbursed by the Company as of the effective date of such termination.

2.Services.  The Advisor shall perform or cause to be performed such services for the Company and its direct and indirect subsidiaries as directed by the Company’s board of directors and agreed to by the Advisor, which may include, without limitation, the following:

(a)general management services;

(b)identification, support, negotiation and analysis of acquisitions and dispositions;

(c)support, negotiation and analysis of financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness;

(d)finance functions, including assistance in the preparation of financial projections, and monitoring of compliance with financing agreements;

(e)strategic planning functions, including evaluating major strategic alternatives; and

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(f)other services for the Company and its subsidiaries upon which the Company’s board of directors and the Advisor agree.

3.Advisory Fees and Transaction Fees.

(a)Payment to the Advisor for services rendered in connection with this Agreement shall be in the amount of $250,000 per year or such other amount as the parties hereto shall agree (“Advisory Fee”) plus reasonable out-of-pocket expenses of the Advisor.  Expenses shall be reimbursed to the Advisor as expenses are incurred.  The Advisory Fee shall be payable quarterly in advance by the Company in immediately available funds, the first such payment to be made promptly after the date hereof.

(b)The Advisor shall be entitled to receive from the Company a transaction fee in connection with the consummation of the transactions contemplated by the Stock Purchase Agreement, dated as of January 28, 2003, by and among National Mentor Services, LLC, a Delaware limited liability company, as assignee of National Mentor, Inc., Thomas E. Miller, Craig R. Miller, Douglas V. Miller and the other sellers referenced therein and certain other management services in an amount equal to $2,000,000.00 (the “Acquisition Fee”).  The Acquisition Fee shall be payable to the Advisor on the date of the Closing of such acquisition.

4.Subordination.  The Advisor covenants and agrees that the payment to the Advisor of any Advisory Fee as contemplated in this Agreement shall be subordinate and junior in right to payment to the extent provided in the Affiliate Subordination Agreement, dated as of the date hereof, by and among the Company, the MDCP and the Company’s senior lenders and the agent bank therefor and others.

5.Personnel.  The Advisor shall provide and devote to the performance of this Agreement such employees, affiliates and agents of the Advisor as the Advisor shall deem appropriate to the furnishing of the services required.

6.Liability.  None of the Advisor or any of its affiliates, members, partners, employees or agents shall be liable to the Company or any of its subsidiaries or affiliates for any loss, liability, damage or expense arising out of or in connection with the performance of services contemplated by this Agreement, unless such loss, liability, damage or expense shall be proven to result directly from gross negligence, willful misconduct or bad faith on the part of the Advisor or any of its affiliates, members, partners, employees or agents acting within the scope of their employment or authority.

7.Indemnity.  The Company and its subsidiaries shall defend, indemnify and hold harmless the Advisor and each of its affiliates, members, partners, employees and agents from and against any and all loss, liability, damage, or expenses arising from any claim (a “Claim”) by any person with respect to, or in any way related to, the performance of services contemplated by this Agreement (including attorneys’ fees) (collectively, “Claims”) resulting from any act or omission of the Advisor or any of its affiliates, members, partners, employees or agents, other than for Claims which shall be proven to be the direct result of gross negligence, bad faith or willful misconduct by the Advisor or any of its affiliates, members, partners, employees or agents.  The Company and its subsidiaries shall defend at its own cost and expense

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any and all suits or actions (just or unjust) which may be brought against the Advisor and/or any of its subsidiaries or any of its or their officers, directors, affiliates, members, partners, employees or agents or in which the Advisor or any of its affiliates, members, partners, employees or agents may be impleaded with others upon any Claim or Claims, or upon any matter, directly or indirectly, related to or arising out of this Agreement or the performance hereof by the Advisor or its affiliates, members, partners, employees or agents, except that if such damage shall be proven to be the direct result of gross negligence, bad faith or willful misconduct by the Advisor or any of its affiliates, members, partners, employees or agents, then the Advisor shall reimburse the Company for the costs of defense and other costs incurred by the Company.

8.Notices.  All notices or other communications required or permitted by this Agreement shall be effective upon receipt and shall be in writing and delivered personally or by overnight courier, or sent by facsimile, as follows:

The Company:

National Mentor, LLC

313 Congress Street 6th Floor

Boston, MA 02210

Attention: President

Fax No. (617) 790-4271

The Advisor:

Madison Dearborn Partners III, L.P.

Three First National Plaza, Suite 3800

Chicago, Illinois 60602

Attention: Timothy Sullivan

Fax No. (312) 895-1001

with a copy to:

Kirkland & Ellis

200 East Randolph Drive

Chicago, Illinois 60601

Attn: Sanford E. Perl

Fax No.: (312) 861-2200

9.Assignment.  No party hereto may assign any obligations hereunder to any other party without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld; provided, however, that, notwithstanding the foregoing, the Advisor may assign its rights and obligations under this Agreement to any of its affiliates without the consent of the Company.

10.Successors.  This Agreement and all the obligations and benefits hereunder shall inure to the successors and assigns of the parties hereto.

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11.Counterparts.  This Agreement may be executed and delivered by the parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and both of which taken together shall constitute but one and the same agreement.

12.Entire Agreement; Modification; Governing Law.  The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, either oral or written, representations or warranties of any kind whatsoever, except as expressly set forth herein.  No modifications of this Agreement nor waiver of the terms or conditions hereof shall be binding upon any party hereto  unless approved in writing by an authorized representative of such party.  All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Illinois.

*  *  *  *  *

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IN WITNESS WHEREOF, the parties have executed this Management Services Agreement as of the date first written above.

NATIONAL MENTOR, LLC
By:	/s/ Donald Monack
Its:
MADISON DEARBORN PARTNERS III, L.P.
By:		Madison Dearborn Partners, LLC
Its:		General Partner
		By:	/s/ Timothy Sullivan
		Its:	Managing Director

EX-10.16

Exhibit 10.16

NATIONAL MENTOR SERVICES, LLC

2003 DEFERRED COMPENSATION PLAN

(Effective April 30, 2003)

CERTIFICATE

I,                              , the                      of National Mentor Services, LLC, do hereby certify that the attached is a true and correct copy of the National Mentor Services, LLC 2003 Deferred Compensation Plan as in effect on April 30, 2003.

	By:
	Title:
Dated this 30th day of April, 2003.

NATIONAL MENTOR SERVICES, LLC

2003 DEFERRED COMPENSATION PLAN

(Effective April 30, 2003)

Table of Contents

ARTICLE I Introduction
1.1	Name
1.2	Purpose
1.3	Administration of the Plan
ARTICLE II I Definitions
ARTICLE III Plan Participation
3.1	Eligibility
3.2	Participation
ARTICLE IV Deferral Contributions
4.1	Deferral Contributions
4.2	Deferral Contributions Account
ARTICLE V Account Balances
5.1	Hypothetical Shares
5.2	Accrued Dividends
5.3	Distributions
5.4	Adjustments for Certain Events
5.5	Adjustments to Hypothetical Shares of Preferred Stock
5.6	Actual Investment Not Required
ARTICLE VI Establishment of Trust
6.1	Establishment of Trust
6.2	Status of Trust
ARTICLE VII Distribution of Account Balances
7.1	Vesting
7.2	Distributions
7.3	Designation of Beneficiaries
ARTICLE VIII Amendment and Termination
8.1	Amendment
8.2	Plan Termination

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ARTICLE IX General Provisions
9.1	Non-Alienation of Benefits
9.2	Withholding for Taxes
9.3	Immunity of Committee Members
9.4	Plan Not to Affect Employment Relationship
9.5	Assumption of Company Liability
9.6	Subordination of Rights
9.7	Notices
9.8	Gender and Number; Headings
9.9	Controlling Law
9.10	Successors
9.11	Severability
9.12	Action by Company
9.13	Review of Benefit Determinations

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NATIONAL MENTOR SERVICES, LLC

2003 DEFERRED COMPENSATION PLAN

ARTICLE I
Introduction

1.1Name.  The name of this plan shall be the “National Mentor Services, LLC 2003 Deferred Compensation Plan.”  Unless otherwise expressly provided herein, the capitalized terms used in this Plan shall have the meanings set forth in Article II.

1.2Purpose.  This Plan shall constitute an unfunded nonqualified deferred compensation arrangement established for the purpose of providing deferred compensation to a select group of management or highly compensated employees (as defined for purposes of Title I of ERISA) of the Company or its Subsidiaries or Affiliates.

1.3Administration of the Plan.  The Plan shall be administered by the Committee.  The duties and authority of the Committee under the Plan shall include (i) the interpretation of the provisions of the Plan, (ii) the adoption of any rules and regulations which may become necessary or advisable in the operation of the Plan, (iii) the making of such determinations as may be permitted or required pursuant to the Plan, and (iv) the taking of such other actions as may be required for the proper administration of the Plan in accordance with its terms.  Any decision of the Committee with respect to any matter within the authority of the Committee shall be final, binding and conclusive upon the Company and each Participant, former Participant, designated beneficiary, and each person claiming under or through any Participant or designated beneficiary; and no additional authorization or ratification by the Board or stockholders of the Company shall be required.  Any action taken by the Committee with respect to any one or more Participants shall not be binding on the Committee as to any action to be taken with respect to any other Participant.  A member of the Committee may be a Participant, but no member of the Committee may participate in any decision directly affecting his rights or the computation of his benefits as an individual Participant under the Plan.  Each determination required or permitted under the Plan shall be made by the Committee in the sole and absolute discretion of the Committee.  In the event that the Company and a Participant enter into a separate written agreement regarding the rights of such Participant under the Plan, the Committee shall have the sole and absolute discretion to interpret the terms of such agreement as it relates to the Plan and to resolve any conflicts between the terms of such agreement and the terms of this Plan.

ARTICLE III
Definitions

Capitalized terms used herein but not otherwise defined herein shall have the following meaning:

“Account” means a bookkeeping account maintained by the Company for a Participant under the Plan.

“Account Balance” means the value, as of a specified date, of any of the Accounts of a Participant.

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise, and if such Person is a partnership, “Affiliate” shall also mean each general partner and limited partner of such Person.

“Board” means the board of directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the persons who have been designated by the Board to administer the Plan.  If no persons have been designated by the Board to administer the Plan, the full Board shall constitute the Committee for purposes of this Plan.

“Company” means National Mentor Services, LLC, a Delaware limited liability company, or its successors or assigns under the Plan.

“Deferral Contributions” means the amount that a Participant has elected to reduce his or her compensation by pursuant to Section 4.1(a) of this Plan or the amount credited to such Participant pursuant to Section 4.1(b) of this Plan.

“Effective Date” means April 30, 2003.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Holdings” means National Mentor Holdings, Inc.

“Liquidation Value” means the liquidation value of a share of Preferred Stock as provided in Holdings’ Certificate of Incorporation.

“Participant” means any eligible employee of the Company or its Subsidiaries or Affiliates who is participating under the Plan pursuant to Article III.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Plan” means this “National Mentor Services, LLC 2003 Deferred Compensation Plan,” as amended from time to time.

“Plan Year” means the calendar year; provided, however, that the initial Plan Year shall be the period from April 30, 2003 through December 31, 2003.

“Preferred Stock” shall mean the Series A Preferred Stock, par value $0.01 per share, of Holdings.

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“Sale of Holdings” means the sale of Holdings to an independent third party or group of independent third parties (as the term “group” is used under the Securities Exchange Act of 1934, as amended) pursuant to which such party or parties acquire (i) capital stock of Holdings possessing the voting power under normal circumstances to elect a majority of Holdings’ Board of Directors (whether by merger, consolidation, sale or transfer of Holdings’ capital stock) or (ii) more than 50% of Holdings’ assets determined on a consolidated basis.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity.

ARTICLE III
Plan Participation

3.1Eligibility.  The Committee shall designate, in writing, each person that is eligible to receive a benefit under this Plan.  The initial eligible persons shall be the executives of the Company or its Subsidiaries or Affiliates listed on Exhibit A attached hereto.  Only those employees who are in a select group of management or are highly compensated (within the meaning of Title I of ERISA) may be designated as eligible to participate under this Plan.

3.2Participation.  With respect to each person whose name appears under the heading “REM Employees” on Exhibit A hereto, each such person shall become a Participant hereunder by timely executing a deferral election form with the Committee in accordance with the requirements of Article IV.  With respect to each person whose name appears under the heading “Mentor Employees” on Exhibit A hereto, each such person shall automatically be a Participant hereunder without the need to file any election.

ARTICLE IV
Deferral Contributions

4.1Deferral Contributions. (a) With respect to each person whose name appears under the heading “REM Employees” on Exhibit A hereto, each such person may elect to reduce his or her compensation by an amount less than or equal to the amount of any bonus or similar payment to be paid to such person relating to the acquisition of REM, Inc. and certain of its Affiliates by the Company.  Each such person desiring to so defer compensation hereunder shall file a written election with the Committee in such form and at such time as the Committee may

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determine.  The completion of such an election shall evidence such person’s authorization of the Company and its Affiliates to reduce his or her compensation and shall thereafter be irrevocable.  The amount by which such person’s compensation has been so reduced shall be such person’s Deferral Contribution.  (b) With respect to each person whose name appears under the heading “Mentor Employees” on Exhibit A hereto, each such person shall have a Deferral Contribution in the amount set forth opposite his or her name on Exhibit A hereto.

4.2Deferral Contributions Account.  The Committee shall establish and maintain an Account with respect to each Participant that has a Deferral Contribution under this Article IV.  The Participant’s Account shall be a bookkeeping account maintained by the Company and shall initially reflect such Participant’s Deferral Contribution.  The Account shall be increased or decreased in accordance with Article V.

ARTICLE V
Account Balances

5.1Hypothetical Shares.  The Company shall credit all Deferral Contributions to a Participant’s Account as of the date designated by the Committee.  When and as a Deferral Contribution is credited to a Participant’s Account, for purposes of this Plan such Deferral Contribution shall be treated as if it was hypothetically invested in a number of shares of newly issued Preferred Stock having a Liquidation Value equal to the amount of such Deferred Contribution.

5.2Accrued Dividends.  Each Account shall be credited on a daily basis by an amount equal to all dividends which would have accrued on such day with respect to the Preferred Stock deemed to be held in such Account as if such Account was actually invested in the Preferred Stock.  For purposes of Section 7.2(b) hereof, without duplication for any accruals pursuant to this Article V, the amount of any dividend actually declared and paid on the Preferred Stock that would have been received if a Participant’s Account were actually invested in the Preferred Stock shall be deemed to be hypothetically reinvested in a number of shares of newly issued Preferred Stock having a Liquidation Value equal to the amount of such dividend.

5.3Distributions.  When and as any amount is distributed to any Participant in respect of his or her Account, such Account shall be reduced by the amount of such distribution.

5.4Adjustments for Certain Events.  Effective immediately prior to any (i) liquidation, dissolution or winding up of Holdings (whether voluntary or involuntary), (ii) Sale of Holdings, (iii) sale or exchange of all or substantially all of the issued and outstanding Preferred Stock, and/or (iv) similar or comparable transaction, event or occurrence, each Participant’s Account Balance shall be adjusted to equal that which such Participant would have received in connection with such transaction, event or occurrence if such Participant were actually the holder of the Preferred Stock deemed to be held in such Participant’s Account.  By way of example, if in connection with a liquidation, dissolution or winding up of Holdings, the holders of Preferred Stock were to receive only 50% of the Liquidation Value thereof and no accrued and unpaid dividends thereon, then each Participant’s Account Balance would be similarly reduced.

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5.5Adjustments to Hypothetical Shares of Preferred Stock.  For purposes of this Plan, if (i) the Company makes any distribution to any Participant in respect of his or her Account or (ii) the Company makes any adjustment to a Participant’s Account Balance pursuant to Section 5.4 above, then in each such case, the number of shares of Preferred Stock hypothetically held in such Account and/or the accrued and unpaid dividends on the shares of Preferred Stock hypothetically held in such Account shall be appropriately adjusted as determined by the Committee.

5.6Actual Investment Not Required.  Nothing in this Plan shall require the Company to make any investment in (including any purchase or issuance of) any Preferred Stock.  If the Company should from time to time make any investment similar to the Preferred Stock, such investment shall be solely for the Company’s own account and the Participant shall have no right, title or interest therein.  Accordingly, each Participant is solely an unsecured creditor of the Company with respect to any amount distributable to him under the Plan.

ARTICLE VI
Establishment of Trust

6.1Establishment of Trust.  The Company may, in its sole discretion, establish a grantor trust (as described in Section 671 of the Code) for the purpose of accumulating assets to provide for the obligations hereunder.  The assets and income of such trust shall be subject to the claims of the general creditors of the Company.  The establishment of such a trust shall not affect the Company’s liability to pay benefits hereunder except that any such liability shall be offset by any payments actually made to a Participant under such a trust.  In the event such a trust is established, the amount to be contributed thereto shall be determined by the Company and the investment of such assets shall be made in accordance with the trust document.

6.2Status of Trust.   Participants shall have no direct or secured claim in any asset of the trust, if any, or in specific assets of the Company and will have the status of general unsecured creditors of the Company for any amounts due under this Plan.  The assets and income of the trust, if any, will be subject to the claims of the Company’s creditors as provided in the trust document.

ARTICLE VII
Distribution of Account Balances

7.1Vesting.  The Participant’s Account shall be 100% vested and nonforfeitable and shall be distributable to the Participant or, in the event of the Participant’s death, to his beneficiary, as provided in this Article VII, subject however, to the provisions of this Plan to the contrary (including those provisions limiting a Participant’s rights to those of an unsecured creditor of the Company).

7.2Distributions.

(a)Distributions at the Company’s Election.  Notwithstanding anything to the contrary contained herein, the Committee may on its own initiative authorize and direct the Company to distribute to any Participant all or any portion of the Participant’s Account at any time and for any reason.

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(b)Required Distributions.

(i)Redemption.  If Holdings at any time makes a ratable redemption of all outstanding shares of its Preferred Stock in accordance with Section 4 of Holdings’ Certificate of Incorporation, the Committee shall direct the Company to make a cash distribution to each Participant from such Participant’s Account in an amount equal to the cash proceeds such Participant would have received had the Preferred Stock deemed to be held in such Participant’s Account actually been issued and outstanding shares of Preferred Stock as of the time of such redemption.

(ii)Liquidation.  Upon any liquidation, dissolution or winding up of Holdings (whether voluntary or involuntary), the Committee shall direct the Company to distribute to each Participant from such Participant’s Account, at the same time and in the same manner, as holders of Preferred Stock under Holdings’ Certificate of Incorporation as if such Participant were actually the holder of the Preferred Stock deemed to be held in such Participant’s Account.

(iii)Other Agreements.  If the Company is required pursuant to a written agreement between a Participant and the Company to make a distribution of such Participant’s Account Balance not otherwise required hereunder, the Company shall distribute to such Participant his or her Account Balance at the times and in the proportions required by such written agreement, subject to the terms and conditions of the Plan.  In the event of any conflict between the terms or conditions of such an agreement and this Plan, the terms and condition of this Plan shall control.

7.3Designation of Beneficiaries.  Each Participant may name any person (who may be named concurrently, contingently or successively) to whom the Participant’s Account under the Plan is to be paid if the Participant dies before such Account is fully distributed.  Each such beneficiary designation will revoke all prior designations by the Participant, shall not require the consent of any previously named beneficiary, shall be in a form prescribed by or otherwise acceptable to the Committee and will be effective only when filed with the Committee during the Participant’s lifetime.  If a Participant fails to designate a beneficiary before his death, as provided above, or if the beneficiary designated by a Participant dies before the date of the Participant’s death or before complete payment of the Participant’s Account, the Committee, in its discretion, may pay the Participant’s Account to either (i) one or more of the Participant’s relatives by blood, adoption or marriage and in such proportions as the Committee determines, or (ii) the legal representative or representatives of the estate of the last to die of the Participant and his designated beneficiary.

ARTICLE VIII
Amendment and Termination

8.1Amendment.  The Company, in its discretion, shall have the right to amend the Plan from time to time, except that no such amendment shall, without the consent of the Participant to whom deferred compensation has been credited to any Account under this Plan,

6

adversely affect the right of the Participant (or his beneficiary) to receive payments of such deferred compensation under the terms of this Plan.

8.2Plan Termination.  The Company may, in its discretion, terminate the Plan at any time, however, no termination of this Plan shall alter the right of a Participant (or his beneficiary) to payments of deferred compensation previously credited to such Participant’s Accounts under the Plan.  Notwithstanding the preceding sentence or Section 8.1, in connection with the Plan’s termination (or in any amendment adopted in connection with such termination), the Company may provide that each Participant’s Account under the Plan will be distributed as soon as my be practicable to the Participant (or, if applicable, beneficiary).

ARTICLE IX
General Provisions

9.1Non-Alienation of Benefits.  A Participant’s rights to the amounts credited to his or her Accounts under the Plan shall not be grantable, transferable, pledgeable or otherwise assignable, in whole or in part, by the voluntary or involuntary acts of any person, or by operation of law, and shall not be liable or taken for any obligation of such person.  Any such attempted grant, transfer, pledge or assignment shall be null and void and without any legal effect.

9.2Withholding for Taxes.  To the extent the Code or Treasury Regulations or any state or local tax act requires tax or other amounts to be withheld or paid (collectively, “Withholdings”) with respect to amounts creditable or distributable to the Participant under the Plan, the Company may withhold from any distribution made under the Plan any such Withholdings and/or as a condition of the Participant becoming entitled to any amount under the Plan (i) require the Participant to pay such amount to the Company or (ii) reduce the Deferral Contributions or Account Balance of such Participant by the amount of such Withholdings.

9.3Immunity of Committee Members.  The members of the Committee may rely upon any information, report or opinion supplied to them by any officer of the Company or any legal counsel, independent public accountant or actuary, and shall be fully protected in relying upon any such information, report or opinion.  No member of the Committee shall have any liability to the Company or any Participant, former Participant, designated beneficiary, person claiming under or through any Participant or designated beneficiary or other person interested or concerned in connection with any decision made by such member of the Committee pursuant to the Plan which was based upon any such information, report or opinion if such member of the Committee relied thereon in good faith, or for any other action or omission of the Committee member made in good faith in connection with the operation of this Plan.

9.4Plan Not to Affect Employment Relationship.  Neither the adoption of the Plan nor its operation shall in any way affect the right and power of the Company or its Subsidiaries or Affiliates to dismiss or otherwise terminate the employment or change the terms of the employment or amount of compensation of any Participant at any time for any reason or without cause.  By accepting any payment under this Plan, each Participant, former Participant, designated beneficiary and each person claiming under or through such person, shall be conclusively bound by any action or decision taken or made under the Plan by the Committee.

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9.5Assumption of Company Liability.  The obligations of the Company under the Plan may be assumed by any Affiliate of the Company, in which case such Affiliate shall be obligated to satisfy all of the Company’s obligations under the Plan and the Company shall be released from any continuing obligation under the Plan.  At the Company’s request, a Participant or designated beneficiary shall sign such documents as the Company may require in order to effectuate the purposes of this Section.

9.6Subordination of Rights.  At the Committee’s request, each Participant or designated beneficiary shall sign such documents as the Committee may require in order to subordinate such Participant’s or designated beneficiary’s rights under the Plan to the rights of such other creditors of the Company or its Affiliates as may be specified by the Committee.

9.7Notices.  Any notice required to be given by the Company or the Committee hereunder shall be in writing and shall be delivered in person or by registered or certified mail, return receipt requested.  Any notice given by registered mail shall be deemed to have been given upon the date of registration or certification by the Post Office, correctly addressed to the last known address (as appearing in the records of the Committee or the Company) of the person to whom such notice is to be given.

9.8Gender and Number; Headings.  Wherever any words are used herein in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply; and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.  Headings of sections and subsections of the Plan are inserted for convenience of reference and are not part of the Plan and are not to be considered in the construction thereof.

9.9Controlling Law.  The Plan shall be construed in accordance with the laws of the State of Delaware, to the extent not preempted by any applicable federal law.

9.10Successors.  The Plan is binding on all persons entitled to benefits hereunder and their respective heirs and legal representatives, on the Committee and its successor and on any Employer and its successor, whether by way of merger, consolidation, purchase or otherwise.

9.11Severability.  If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be enforced as if the invalid provisions had never been set forth therein.

9.12Action by Company.  Any action required or permitted by the Company under the Plan shall be by resolution of its Board or by a duly authorized committee of its Board, or by a person or persons authorized by resolution of the Board or such committee.

9.13Review of Benefit Determinations.  If a claim for benefits made by a Participant or his or her beneficiary is denied, the Committee shall within 90 days (or 180 days if special circumstances require an extension of time) after the claim is made furnish the person making the claim with a written notice specifying the reasons for the denial.  Such notice shall also refer to the pertinent Plan provisions on which the denial is based, describe any additional material or information necessary for properly completing the claim and explain why such material or

8

information is necessary, and explain the Plan’s claim review procedures.  If requested in writing, the Committee shall afford each claimant whose claim has been denied a full and fair review of the Committee’s decision and, within 60 days (120 days if special circumstances require additional time) of the request for reconsideration of the denied claim, the Committee shall notify the claimant in writing of the Committee’s final decision.

*          *          *          *          *

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EXHIBIT A

Initial Participants

REM EMPLOYEES

Participant	Date of Credit for Initial Account Balance	Initial Account Balance		Shares of Preferred Stock Deemed Initially Held
Dave Petersen	May 1, 2003	$	99,624.99	99.625
John Green	May 1, 2003	$	61,054.13	61.054
Neil Brendmoen	May 1, 2003	$	58,596.95	58.597
Peg DuBord	May 1, 2003	$	33,483.97	33.484

MENTOR EMPLOYEES

Participant	Date of Credit for Initial Account  Balance	Initial Account Balance		Shares of Preferred Stock Deemed Initially Held
Gregory Torres	May 1, 2003	$	96,415.25	96.415
Donald Monack	May 1, 2003	$	88,031.32	88.031
Julie Fay	May 1, 2003	$	37,690.87	37.691
Robert Longo	May 1, 2003	$	26,166.05	26.166
Bruce Nardella	May 1, 2003	$	22,614.52	22.615
Laura Rice	May 1, 2003	$	25,151.80	25.152
Denis Holler	May 1, 2003	$	37,690.87	37.691
Elizabeth Hopper	May 1, 2003	$	66,335.93	66.336
Thomas Kayma	May 1, 2003	$	15,076.35	15.076
Christina Pak	May 1, 2003	$	20,959.84	20.960
John Gillespie	May 1, 2003	$	88,031.32	88.031
Hugh R. Jones III	May 1, 2003	$	12,061.08	12.061
Randy Evans	May 1, 2003	$	9,045.81	9.046

EX-10.17

Exhibit 10.17

NATIONAL MENTOR, INC. EXECUTIVE DEFERRAL PLAN

Effective as of November 1, 2003

ARTICLE 1: Establishment and Purpose

1.1           Establishment.  National Mentor, Inc. (the “Company”) hereby establishes the National Mentor, Inc. Executive Deferral Plan (the “Plan”), effective as of October 1, 2003.

1.2           Purpose.  The purpose of the Plan is to permit designated executives of the Company to accumulate additional retirement income through a nonqualified deferred compensation plan that enables them to make Elective Deferrals in excess of those permitted under the Mentor Networks 401(k) Retirement Plan and to receive matching contributions that are otherwise precluded by the provisions of that plan or by applicable law.  This Plan is intended to be unfunded and maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of §§201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”).

ARTICLE 2: Participation

2.1           Commencement of Participation.  An Eligible Employee will become a Participant on the earliest Entry Date on which he or she (i) is eligible to participate in the Qualified Plan, (ii) is designated as a Participant by written action of the Committee, and (iii) executes and delivers a valid Salary Reduction Agreement to the Committee.

2.2           Cessation of Participation.  If a Participant ceases to satisfy any of the conditions of Section 2.1, his or her participation in this Plan immediately terminates, except that the Participant’s Account will continue to be held for his or her benefit and will be distributed to him or her in accordance with Article 7.  A former Participant may resume participation as of any Entry Date on which he or she again satisfies the conditions of Section 2.1.

ARTICLE 3: Accounts

3.1           Establishment of Accounts.  The Company hereby establishes, for each Participant (i) a Salary Reduction Accrual Account (for the purpose of recording the current value of his or her Salary Reduction Accruals) and (ii) a Matching Contribution Accrual Account (for the purpose of recording the value of his or her Matching Contribution Accruals).  All Accounts are established and maintained for the purpose of reflecting the liability of the Company to Participants.  The Company is under no obligation to segregate any assets to provide for the liabilities reflected by these Accounts.  If the Company elects to segregate assets pursuant to Section 4.4, the Funding Vehicle must establish and maintain separate Salary Reduction Accrual Accounts and Matching Contribution Accrual Accounts.

3.2           Valuation of Accounts.  All Accounts must be valued as of each Allocation Date and as of any other Valuation Date designated by the Committee.

ARTICLE 4: Accrual of Benefits

4.1           Types of Contribution.  For any Plan Year, Participants will accrue benefits in the manner described in this Section 4.1.

(a)            For each Plan Year, the Company will credit each Participant’s Salary Reduction Accrual Account with the amount specified in his or her Salary Reduction Agreement for such year.

(b)           For each Plan Year, the Company will credit Matching Contribution Accruals to the Matching Contribution Accrual Account of each Participant in an amount equal to the “matching contribution rate” (as defined below) multiplied by the portion of such Participant’s Salary Reduction Accrual not in excess of the then current limitation under Code Section 402(g).  For purposes of this Section 4.1(b), the phrase, “matching contribution rate” means the contribution rate and compensation percentage limits for matching contributions under the Qualified Plan for the Plan Year.

(c)            In addition to the mandatory Matching Contribution Accruals described in Section 4.1(b), the Company may credit additional Matching Contribution Accruals to the Matching Contribution Accrual Accounts of all Participants in any Plan Year at such rate, and at such times, as the Board determines in the sole exercise of its discretion.

4.2           Timing of Accruals.  Salary Reduction Accruals under Section 4.1(a) are deemed to accrue on the date on which the Participant would otherwise have received the Compensation that he or she elected to defer.  Matching Contribution Accruals described in Section 4.1(b) are deemed to accrue on the date of the Salary Reduction Accruals to which they relate.  Matching Contribution Accruals described in Section 4.1(c) are deemed to accrue on the date designated (or, if no accrual date is specified, then on the date voted) by the Board.

4.3           Salary Reduction Agreements

(a)            By executing a Salary Reduction Agreement with respect to a Plan Year, a Participant may elect to have Salary Reduction Accruals credited under the Plan on his or her behalf.  The current salary and bonus of a Participant who executes a Salary Reduction Agreement will be reduced by the amount specified in the election, and an equal amount will be credited to and accrue under the Plan in accordance with Section 4.1.  Salary Reduction Agreements must separately designate the amount of reduction of Compensation to be taken from base salary and bonuses for the Plan Year.  Reductions may be expressed as a percentage or dollar amount of salary or bonuses.  Salary Reduction Contributions may not be made with respect to Compensation other than salary and bonuses.  A Salary Reduction Agreement becomes irrevocable as of the date specified in Section 4.3(b).

(b)           A Salary Reduction Agreement with respect to any Plan Year after the Plan’s initial year must be executed no later than the last day of the preceding Plan Year.  A Salary Reduction Agreement for the initial Plan Year must be executed before the Effective

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Date.  No Salary Reduction Agreement may be amended or revoked after the last day on which it could have been executed, except that an agreement is automatically revoked if the Participant who executed it ceases to be eligible to participate in the Plan.  An employee who first becomes an Eligible Employee within a Plan Year may execute a Salary Reduction Agreement to become effective upon the next Entry Date.

(c)            With respect to any Plan Year, the amount deferred by a Participant in accordance with Section 4.3 may not exceed 100% of his or her Compensation for the year, less his or her salary reduction contributions under the Qualified Plan and any other of the Company’s fringe or other benefit plans.

4.4           Contributions to Funding Vehicle.  The Company may, but is not required to, establish and make contribution of any or all amounts accrued under Section 4.1 to a Funding Vehicle.  Contributions will be credited with income, expense, gains and losses in accordance with the investment experience of the Funding Vehicle.  The Committee may permit Participants to direct the allocation of their Account balances among these funds established with a Funding Vehicle in accordance with rules prescribed by the Committee.  The Committee may alter the available funds or the procedures for allocating Account balances among them at any time.

4.5           Status of the Funding Vehicle.  Despite any other provision of this Plan, all assets held in a Funding Vehicle (including any insurance policy established or acquired for funding purposes) will at all times be and remain the property of the Company and subject to the claims of the Company’s creditors.  No Participant will have any priority claim on, or security interest or other right in, any such assets or insurance policy that is superior to the rights of the Company’s general creditors.

4.7           Non-alienability.  A Participant’s rights under this Plan may not be voluntarily or involuntarily assigned or alienated.  If a Participant attempts to assign his or her rights or enters into bankruptcy proceedings, his or her right to receive payments under the Plan will terminate, and the Committee may apply them in whatever manner will, in its judgment, serve the best interests of the Participant.

ARTICLE 5: Vesting

Vesting Standards.  A Participant’s interest in his or her Salary Reduction Accrual Account and Matching Contribution Accrual Account is fully vested at all times.

ARTICLE 6: Transfers and Adjustments

6.1           Transfers to Qualified Plan.  As soon as practicable after the end of each Plan Year, the Committee will determine (on a percentage basis) each Participant’s “transfer amount,” which equals the excess of (i) the Elective Deferrals that the Participant could have made under the Qualified Plan without causing elective deferrals and matching contributions under the Qualified Plan to exceed the limitations of Code §§401(k)(3), 402(g), or §401(m)(2) of the Code, over (ii) any elective deferrals he or she actually contributed directly to the Qualified Plan for such year.  No later than two and one-half (2½) months after the end of each Plan Year, each Participant’s Salary Reduction Accrual Account will be debited by his or her transfer amount,

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and the Company will transfer a like amount to the Participant’s elective deferral account under the Qualified Plan.  The Company shall have no discretion to retain the transfer amount in this Plan or to modify the calculation of the transfer amount for any Participant.

6.2           Debit to Matching Contribution Accrual Account.  Each Participant’s Matching Contribution Accrual Account will be reduced by an amount equal to the matching contributions made on his behalf under the Qualified Plan on account of the transfer amount.

ARTICLE 7: Distributions

7.1           Distributions.

(a)            The vested portion of a Participant’s Account will be distributed to him or her as a result of (i) his or her Termination of Employment for any purpose (including his or her Normal Retirement Date or Early Retirement Date), (ii) his or her death or Disability, or (iii) the termination of the Plan, whichever first occurs.  Vesting will be determined in the manner prescribed by Article 5, and the dollar amount of the distribution will be determined as of the Valuation Date coincident with or first preceding the date of distribution.

(b)           Distributions to a Participant or, in the case of a Participant’s death, his or her Beneficiary, will be made or commence to be made at the Participant’s election either (i) in cash, in a single lump sum, or (ii) in substantially equal monthly installments for either 5 years (60 installments) or 10 years (120 installments).  The Participant must make his or her election regarding the form of distribution under this Section 7.1 when the Participant first commences or resumes Participation in the Plan.  A Participant may change his or her election as to the form of distribution under the first sentence of this Section 7.1(b) by filing and amended election form with the Committee, but not such change may be made at any time during the 12-month period ending on the date that distributions commence.

(c)            All distributions from the Plan to Participants and Beneficiaries must be made within a reasonable time following the occurrence of the event that triggers the distribution and will be made in cash, unless the Committee determines that other property should be distributed.

7.2           Manner of Distribution to Minors or Incompetents.  If at any time any distributee is, in the judgment of the Committee, legally, physically or mentally incapable of receiving any distribution due to him or her, the distribution will be made to the guardian or legal representative of the distributee, or, if none exists, to any other person or institution that, in the Committee’s judgment, will apply the distribution in the best interests of the intended distributee.

7.3           Election of Beneficiary

(a)           When an Eligible Employee qualifies for participation in the Plan, the Committee will provide him or her with a Beneficiary designation form for the purpose of designating one or more Beneficiaries and successor Beneficiaries.  A Participant may change his Beneficiary designation at any time by filing the prescribed form with the Committee.  The consent of the Participant’s current Beneficiary is not required for a change of Beneficiary and no

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Beneficiary has any rights under this Plan except as provided by its terms.  The rights of a Beneficiary who predeceases the Participant will terminate as of the Beneficiary’s death.

(b)           Unless a different Beneficiary has been designated in accordance with Section 7.3(a), the Beneficiary of any Participant who is lawfully married on the date of his death is his surviving spouse.  The Beneficiary of any other Participant who dies without having designated a Beneficiary is his estate.

7.4           Unforeseeable Emergencies.  A Participant may request a withdrawal of all or a portion of his or her Account derived from Salary Reduction Accruals (but not from Matching Accruals) as necessary to satisfy an immediate and heavy financial need in the case of an Unforeseeable Emergency.  For purposes of this Section 7.4, “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case, but, in any case, payment may not be made in the event that the resulting financial hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, or (ii) by liquidation of the Participant’s assets, to the extent that liquidation of such assets would not itself cause severe financial hardship.  The need to send a Participant’s child to college or the desire to purchase a home will not be an Unforeseeable Emergency.  The Committee will determine the existence of an Unforeseeable Emergency and the manner of withdrawal in accordance with applicable law.  Withdrawals made pursuant to this Section 7.4 will begin within 30 days after the date on which the Committee approves the Participant’s request for withdrawal.

ARTICLE 8: Amendment or Termination of the Plan

8.1           Company’s Right to Amend Plan.  Subject to Section 8.2, the Board of Directors may, at any time and from time to time, amend, in whole or in part, any of the provisions of this Plan or may terminate it as a whole or with respect to any Participant or group of Participants.  Any such amendment is binding upon all Participants, Beneficiaries, the Committee and all other parties in interest.  A resolution amending or terminating the Plan becomes effective as of the date specified therein.

8.2           Restriction on Retroactive Amendments.  No amendment may retroactively deprive a Participant of any benefit accrued under the Plan before the date of the amendment.

ARTICLE 9: Plan Administration

9.1           The Committee.  A Committee consisting of one or more persons appointed by the Board of Directors will administer the Plan.  The Board may remove any member of the Committee at any time, with or without cause, and may fill any vacancy.  If a vacancy occurs, the remaining member or members of the Committee have full authority to act.  Any member of the Committee may resign by delivering his or her written resignation to the Board and the Committee.  Any such resignation will become effective upon its receipt by the Board or on such other date as is agreed to by the Board and the resigning Committee member.  The Committee

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acts by a majority of its members at the time in office and may take action either by vote at a meeting or by consent in writing without a meeting.  The Committee may adopt such rules as it deems desirable for the conduct of its affairs and the administration of the Plan.

9.2           Powers of the Committee.  In carrying out its duties with respect to the general administration of the Plan, the Committee has, in addition to any other powers conferred by the Plan or by law, the following; powers:

(i) To determine all questions relating to eligibility to participate in the Plan;

(ii) To compute and certify the amount and kind of distributions payable to Participants and their Beneficiaries;

(iii) To maintain all records necessary for the administration of the Plan;

(iv) To interpret the provisions of the Plan and to make and publish such rules for the administration of the Plan as are not inconsistent with the terms thereof;

(v) To establish and modify the method of accounting for the Plan;

(vi) To employ counsel, accountants and other consultants to aid in exercising its powers and carrying out its duties hereunder; and

(vii) To perform any other acts necessary and proper for the administration of the Plan.

9.3           Indemnification.  The Company agrees to indemnify and hold harmless each member of the Committee against any and all expenses and liabilities arising out of his action or failure to act in such capacity, excepting only expenses and liabilities arising out of his own willful misconduct.  This right of indemnification is in addition to any other rights to which any member of the Committee may be entitled.  Liabilities and expenses against which a member of the Committee is indemnified hereunder include, without limitation, the amount of any settlement or judgment, costs, counsel fees and related charges reasonably incurred in connection with a claim asserted or a proceeding brought against him or the settlement thereof.  The Company may, at its own expense, settle any claim asserted or proceeding brought against any member of the Committee when such settlement appears to be in the best interests of the Company.

9.4           Claims Procedure.  If a dispute arises between the Committee and a Participant or Beneficiary over the amount of benefits payable under the Plan, the Participant or Beneficiary may file a claim for benefits by notifying the Committee in writing of his claim.  The Committee will review and adjudicate the claim.  If the claimant and the Committee are unable to reach a mutually satisfactory resolution of the dispute, it will be submitted to arbitration under the rules of the American Arbitration Association.  Each Participant agrees, by the execution of a Salary Reduction Agreement, that arbitration will be the sole means of resolving disputes arising under the Plan and waives, on behalf of himself and his Beneficiary, any fight to litigate any such dispute in a court of law.

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9.5           Expenses of the Committee.  The members of the Committee serve without compensation for services as such.  The Company pays the expenses of the Committee.

9.6           Expenses of the Plan.  The Company pays the expenses of administering the Plan.

ARTICLE 10: Definitions

10.1         Definitions.  As used in this Plan, the following capitalized words and phrases have the meanings indicated, unless the context requires a different meaning:

(a)            “Account” means amounts credited to a Participant under the Plan, as described in Article 3.

(b)           “Allocation Date” means the last day of each Calendar Quarter.

(c)            “Beneficiary” means the person or persons designated by a Participant, or otherwise entitled, to receive any amount credited to his Account that remains undistributed at his death.

(d)           “Board of Directors” or “Board” means the board of directors of the Company.

(e)            “Code” means the Internal Revenue Code of 1986 as amended.

(f)            “Committee” means the committee appointed in accordance with Section 9.1 to administer the Plan.

(g)           “Company” means National Mentor, Inc. and any subsidiaries, affiliates or successors.

(h)           “Compensation” means the aggregate compensation paid to a Participant by the Company for a Plan Year, including salary, overtime pay, commissions, bonuses and all other items that constitute wages within the meaning of Code §3401(a) or are required to be reported under Code §§6041(d), 6051(a)(3) or 6052. Compensation also includes Salary Reduction Accruals under this Plan and any Elective Deferrals under cash-or-deferred arrangements or cafeteria plans that are not includible in gross income by reason of Code §125 or Code §402(a)(8) but does not include any other amounts contributed pursuant to, or received under, this Plan or any other plan of deferred compensation.  Compensation excludes all stock option transactions, relocation reimbursements, and automobile allowances.

(i)             “Disability” means a mental or physical condition that, in the opinion of a licensed physician approved by the Committee, renders a Participant permanently incapable of satisfactorily performing his usual duties for the Company or the duties of such other position as the Company may make available to him for which he is qualified by reason of training, education or experience.

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(j)             “Early Retirement Date” means the later of (i) the date on which a Participant attains age 59½ or (ii) his or her completion of ten (10) Years of Service.

(k)            “Effective Date” means October 1, 2003, the date on which this Plan went into effect.

(l)             “Eligible Employee” means an employee of the Company who is a key member of the Company’s management or a highly compensated employee within the meaning of ERISA §§201(2), 301(a)(3) and 401(a)(1).

(m)           “Entry Date” means the Effective Date and each January 1st, April 1st, July 1st or October 1st thereafter.

(n)           “Funding Vehicle” means a trust or insurance polices which are established or acquired by the Company to hold amounts accrued by the Company in accordance with Section 4.4.

(o)           “Matching Contribution Accrual” means an amount credited to a Participant’s Account in accordance with Section 4.1(b).

(p)           “Matching Contribution Accrual Account” means the account established to record Matching Contribution Accruals on a Participant’s behalf.

(q)           “Normal Retirement Date” means a Participant’s sixty-fifth (65th) birthday.

(r)            “Participant” means any Eligible Employee who satisfies the conditions for participation in the Plan set forth in Section 2.1.

(s)            “Plan” means the National Mentor, Inc. Executive Deferral Plan, as set forth in this document and as amended from time-to-time.

(t)            “Plan Year” means the accounting year of the Plan, which ends on December 31st.

(u)           “Qualified Plan” means the Mentor Networks 401(k) Plan, as from time-to-time amended.

(v)           “Salary Reduction Accrual” means an amount credited to the Salary Reduction Accrual Account pursuant to a Salary Reduction Agreement.

(w)           “Salary Reduction Accrual Account” means the account established to record Salary Reduction Accruals authorized by Participants under the terms of this Plan.

(x)            “Salary Reduction Agreement” means an agreement between a Participant and the Company, under which the Participant agrees to a reduction in his Compensation and the Company agrees to credit him with Salary Reduction Accruals under this Plan.

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(y)           “Termination of Employment” means a Participant’s or former Participant’s separation from the service of the Company (including all affiliates of the Company) by reason of his or her resignation, retirement, discharge or death.

(z)            “Valuation Date” means any Allocation Date and any other date as of which the value of Participants’ Accounts is determined.

ARTICLE 11: Miscellaneous

11.1         Plan Not a Contract of Employment.  The adoption and maintenance of the Plan does not constitute a contract between the Company and any Participant and is not a consideration for the employment of any person.  Nothing herein contained gives any Participant the right to be retained in the employ of the Company or derogates from the right of the Company to discharge any Participant at any time without regard to the effect of such discharge upon his rights as a Participant in the Plan.

11.2         Undefined Terms.  Unless the context clearly requires another meaning, any term not specifically defined in this Plan is used in the sense given to it by the Qualified Plan.

11.3         Headings.  The headings of Articles, Sections and Subsections are for reference only and are not to be utilized in construing the Plan.

11.4         Singular and Plural.  Unless clearly inappropriate, singular terms refer also to the plural number and vice versa.

11.5         Severability.  If any provision of this Plan is held illegal or invalid for any reason, the remaining provisions are to remain in full force and effect and to be construed and enforced in accordance with the purposes of the Plan as if the illegal or invalid provision did not exist.

11.6         No Additional Rights Under Plan.  Nothing in this Plan, express or implied, is intended, or shall be construed, to confer upon or give to any person, firm, association, or corporation, other than the parties hereto and their successors in interest, any right, remedy, or claim under or by reason of this Plan or any covenant, condition, or stipulation hereof, and all covenants, conditions and stipulations in this Plan, by or on behalf of any party, are for the sole and exclusive benefit of the parties.

11.7         Governing Law.  The laws of the Commonwealth of Massachusetts govern the construction and operation of this Plan.

EXECUTED this 3^rd day of September 2003.

National Mentor, Inc.
By:	/s/ Thomas J. McAuliffe

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EX-10.18

Exhibit 10.18

The MENTOR  Executive Leadership Incentive Plan

“Mentor/the Company” shall mean National Mentor Holdings, Inc., a Delaware corporation, and (except to the extent the context requires otherwise) any subsidiary corporation of National Mentor Holdings, Inc., a Delaware corporation, as such term id defined in Section 425 of the Code.

Incentive Compensation Philosophy

MENTOR’s primary objectives are to provide quality care and services to people with special needs, continue as an attractive employer of choice and achieve strong organizational and financial growth.

Competitive base salary levels and merit increases are intended to reward executives for performing the ongoing aspects of their jobs in a high quality manner.

MENTOR has developed this Leadership Incentive Plan (the “Plan”) to align variable compensation with organization goals and participant performance.

The Plan has been designed to compliment the other elements of total pay and to support achievement of Company growth and quality goals by providing:

•incentives that closely align pay with quality care and leader, divisional, and organizational-wide performance goals related to the financial growth of MENTOR; and

•meaningful and competitive variable compensation opportunities that effectively attract and retain talented executives.

Incentive Plan Guiding Principles

The Plan is based on a set of principles necessary for an effective incentive system.  They are as follows:

1.Variable Compensation.  MENTOR recognizes that we attract, motivate and retain our high performing leaders and executives by providing total compensation that is fair, competitive and reflective of their performance and contribution to our success.  Because of their greater responsibilities for and impact upon our business results, a greater portion of leaders’ and executives’ annual total cash compensation opportunities (base salary plus incentive) will be comprised of incentive compensation award opportunities than for other employees.

2.Corporate Growth & Quality.  Incentives are linked with MENTOR’s core values, critical success factors and strategic intent.  MENTOR intends to provide incentives to leaders and executives commensurate with their levels of responsibility and results achieved. While financial performance is the key component for funding incentive payouts, service quality will not be overlooked. Individual and unit performance reviews will specifically examine quality, service and operational excellence as key criteria for determining incentive plan payouts.   The Plan is designed to closely link incentives to growth in EBITDA and potentially to other growth metrics over time.

Administration

The Plan is to be approved by the Board of Directors,  and will be  interpreted  and administered by a designated Compensation Committee.  The administrative duties shall include:

•Determining eligibility criteria and approving which leaders & executives shall participate in the Plan.

•Approving any changes to the threshold, target or maximum payout opportunities as a percentage of base salary.

•Approving each Plan Year, the performance measures and goals to be used for measuring performance at the threshold, target and maximum levels.

•Determining/approving actual performance achieved vs. goals at the end of each Plan Year.

•Determining the size of the discretionary pool for awarding high performing individuals or units in years where consolidated, division or unit growth was insufficient to create an equitable incentive pool.

•Approving, at the end of each Plan Year, the percentage of base salary (or dollar) amount to be paid to each Plan participant.

•Reviewing and approving the policies and procedures to be used in administration of the Plan.

•Rendering any decisions necessary with regard to the interpretation of the Plan’s policies and procedures.

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Eligibility & Award Opportunity

Initial eligibility for participation in the Plan shall be limited to those individuals in the following positions, and the corresponding initial threshold, target and maximum payout opportunities as a percentage of base salary are:

Participants	Payout Opportunity: Thresh/Target/Max
•     Chief Executive Officer	20%/40%/80%
•     Executive Group/EVP’s	20%/40%/80%
•     Senior Vice Presidents and Division Presidents	15%/30%/45%

The payout opportunities indicated in the preceding table are subject to plan funding, as explained in the next section of the plan document, and actual payouts may be prorated or even zero if individual performance is below expectations or if sufficient funding is not achieved to pay the awards.

Plan Structure & Funding

To provide funding for the approved participants’ payout percentages of salary (threshold-maximum) as covered in the previous section, consolidated growth between pre-approved threshold, target and maximum goals must be achieved. In the initial year, the total pool of funds allocated for incentive awards will be based upon consolidated growth in EBITDA. Acquisitions, divestitures and other extraordinary items will be excluded, or appropriate adjustments will be made by the Committee. In subsequent years, a combination of revenue and EBITDA growth or other key metrics may be used, as approved by the Committee. Based upon the level of growth on a consolidated basis, an example of funding for a single-factor plan is illustrated in the chart below:

Single Factor Funding Chart

EBITDA Growth	5%	10%	15%
Pool Funding	50%	100%	200%

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Upon creation of the overall funding pool, each reporting level will then receive incentive compensation funding based upon the performance of the consolidated organization and/or their division as follows:

Pool Allocation

Job Level	Corporate		Division
Corporate	100	%	0	%
Division Pres.	25	%	75	%

For example, the funding for a Division President would be based upon both the performance of the consolidated organization as well as the President’s division.

The “Consolidated Funding” portion would be obtained from the funding chart above.  The “Division Funding” portion would be based upon the proportion of consolidated growth which was achieved by each division, and subsequently allocated to division participants, states and subunits.

An example of how funding, pool allocations, performance reviews and actual payouts are calculated/determined is included in the appendix.

Discretionary Payout Pool

In the event that there is not sufficient funding of the overall pool based upon consolidated performance results or a division, state or unit pool based upon division growth to adequately fund the division/state/unit pools, the Plan administrators will have a contingency pool from which to approve discretionary awards to high performing participants in those organizations.

Performance Focus Areas and Weights

Participants will have their performance evaluated by their supervisors and leadership based upon the growth of their division and/or of the overall organization, as well as their personal achievements in the quality, service and operational excellence areas. Participants may be assigned a limited number of other key, annual business goals, depending upon job roles and levels.  Growth is defined as increases in revenue, EBITDA and/or service volumes. EBITDA growth will be used for the first year to facilitate implementation and clear communications.

Significant client service or quality lapses can result in reduction or even total forfeiture of incentive payouts, based upon individual performance reviews.

Goals and performance weights will be finalized based upon business plan cycles, and should be communicated to participants and in place prior to the start of each Plan year.

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(Note:  To meet the IRC section 162m $ million dollar cap performance plan safe harbor for top 5 named executive officers in public companies, the goals must be measurable, approved by the Board and disclosed to shareholders for their approval.)

Target, minimum Threshold and Maximum performance levels will be established for each Performance Focus Area measure (EBITDA, revenue growth, and other key business goals or volume growth where applicable) and linked to payout percentage opportunities, which are typically:

•50% of target payout for the threshold compared to target performance level;

•100% of target payout for 100% of target performance; and

•150% to 200% (depending upon organizational level) of target payout for maximum performance.

Payouts for performance levels between threshold and maximum will be calculated based upon pro-ration/interpolation.

Performance Period, Award Calculation/Payment Methodology and Timing

Performance goals (and possibly weights) will be set and measured on a fiscal year basis with incentive payments to be made based upon audited results following the end of each year.

Prior to the beginning of each Plan Year, the CEO and leadership team will:

•Determine and recommend to the Plan Administrators for approval:

•Potential payout ranges;

•Measures, weights, percentages and goals for each eligible employee; and

•Administration procedures changes, if any.

•Communicate to each participant the applicable performance measures and levels, as well as potential payout range.

During the year, situations may arise which warrant legitimate changes to the measures and goals of a participant.  Such changes would only be allowed if they are consistent with the goals and objectives of MENTOR and occur within the first half of the annual incentive period.   In such cases, the Plan Administrators and/or an official designee shall review and approve any changes to a participant’s measures and goals.

(Note: to meet IRC section 162m million dollar cap performance plan safe harbor requirements for top 5 named executive officers, as determined for SEC disclosure purposes, goals cannot be changed after approved by Board and shareholders.)

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Within two-and-one-half months after the end of the fiscal year, the Plan Administrators and/or an official designee shall:

•Review, evaluate and determine each participant’s performance against the general quality, service & operational excellence expectations & any predetermined performance goals.

•Determine the amount of incentive compensation payable to each participant.

•Communicate the performance and payouts linkage/amounts, and ensure checks are delivered within the necessary timeframe.

Award payments will be calculated using the following methodology:

1.Funding pools will be calculated based upon consolidated growth vs. the pre-establishes targets, with further allocation to divisions and units based upon their relative/proportional growth contributions compared to other divisions/units. Growth results will be determined by the Committee, and will reflect any necessary adjustments for acquisitions, divestitures and other extraordinary items.

2.Discretionary pool funding, if any, for awards to high performing individuals in divisions/units without (sufficient) funding will be determined by the committee.

3.Based upon pool funding, schedules will be prepared and shared with “supervisors” indicating the “mechanically-allocated” payout opportunity allocated for each individual along with their threshold, target and maximum  percentages of base salary.

4.Did the participant’s results vs. assigned performance goals meet minimum threshold, target or maximum expectations and demonstrate growth in each of the assigned  EBITDA, revenue and/or service volume categories?

5.Were there any  quality or service problems within the participant’s control that should potentially reduce or nullify the payouts?

6.Supervisors will then document performance results along with actual payout  recommendations. Within the pool,  upwards or downwards adjustment to the individual incentive allocation will be made.

7.The performance reviews and recommended payouts will be reviewed by the CEO and recommended to the Compensation Committee for approval. The Committee will assess the CEO’s performance to determine the actual incentive payout.

8.A detailed example is included in the appendix.

Sale of Company/Change in Control Provisions

In the event of a Sale of the Company/Change in Control, as defined below, the Plan Year will terminate and all eligible employees will receive a pro-rated portion of their earned incentive.

Sale of the Company shall mean the sale to a third party or affiliated group of third parties, as determined by the Board Compensation Committee in its discretion, of (i) capital stock of the Company possessing the voting power to elect a majority of the Company’s nBoard of Directors(whether by merger, consolidation or sale or transfer of the Company’s capital stock) or (ii) more than 50% of the Company’s assets determined on a consolidated basis; provided that in any event, the term “Sale of the Company” shall not include an offering of securities tom the public.

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Termination Provisions

a.Voluntary termination – employees who terminated employment voluntarily prior to the actual payment date, other than by retirement, will not be paid any incentive under the plan for the performance year.

b.Involuntary termination for cause – employees whose employment is involuntarily terminated for cause will not be eligible for any incentive payments under the Plan.

“Cause” shall mean any of the following: (i) theft or embezzlement, or attempted theft or embezzlement, of money or property of the Company or any subsidiary, perpetration or attempted perpetration of fraud, or participation in a fraud or attempted fraud, on the Company or any subsidiary or unauthorized appropriation of, or attempt to misappropriate, any tangible or intangible assets or property of the Company or any subsidiary, (ii) any act or acts of disloyalty, misconduct or moral turpitude injurious to the interest, property, operations, business reputation of the Company or any subsidiary or (iii) failure or inability (other than by reason of disability) to carry out effectively a participant’s duties and obligations to the Company and its subsidiaries or to participate effectively and actively in the management of the Company and its subsidiaries, as determined in the reasonable judgment of the Compensation Committee of the Board.

c.Reduction in Force – based upon actual performance and service achieved, any partial, pro-rated incentives earned will be paid at the normal payout date to employees who have been terminated by reason of a reduction in force.

d.Retirement – based upon actual performance and service achieved, any partial, pro-rated incentives earned will be paid at the normal payout date to employees who terminate employment through retirement.

e.Death – based upon actual performance and service achieved, any partial, pro-rated incentives earned will be paid to participants’ estates at the normal payout date for any who cease employment during the year due to the death.

Exclusions

Not withstanding the above, participants are eligible for an incentive payout only if their reviewer certifies that their performance is acceptable, based on the following:

•Fulfilling general responsibilities and expectations, including a demonstrated commitment to the quality of programming, service to customers, and the effectiveness of the work environment for employees;

•Successfully meeting financial objectives;

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•Meeting their organizational/business objectives; and

•Conducting themselves in alignment with the values of the company.

Mentor generally believes that executive supervision involves regular clarification of expectations, straight forward feedback on performance, support for success, and regular guidance on areas where performance requires improvement.  In light of this, supervisors will be asked to provide feedback on a quarterly basis as to whether or not an incentive eligible leader is meeting these basic performance expectations.  These conversations should be documented for any quarter where a participant is judged as not meeting requirements and fully for the annual review.  On an annual basis, supervisors of incentive eligible leaders will be expected to fill out a form to document performance appraisal and  to activate any incentive eligibility of the leaders reporting to them.

Special Provisions

a.Promotions, job transfers – incentive plan goals and payout opportunities will be reestablished upon transfer or promotion to a new position.  At the end of the performance period, earned incentive pay will be prorated for performance achieved prior to transfer and in the new position based on the date of transfer.

b.Interruptions in work

i)Long-term illness or disability:  generally, a long-term illness or disability will not affect the eligibility of an employee in the incentive plan.  Performance objectives will not be adjusted based on the work interruption, although actual performance achieved will be evaluated and corresponding incentive pay out will be prorated based on the amount of time worked during the performance period.

“Disability” shall mean the inability, due to illness, accident, injury, physical or mental incapacity or other disability, of any participant to carry out effectively their duties and obligations to the Company or to participate effectively and actively in the management of the Company for a period of at least 90 consecutive days or for shorter periods aggregating at least 90 days (whether or not consecutive) during any 180-day period, as determined in the reasonable judgment of the Compensation committee of the Board.

ii)Special assignments:  will generally not impact either the target goals or incentive pay out.  If the special assignment is of a significant nature or duration, incentive plan goals may be renegotiated and incentive earnings will be prorated based on the time spent in each position during the performance period as in promotions or job transfers.

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Section 162(m) Provisions

In the event the company partakes in an Initial Public Offering or otherwise becomes a publicly held company without an Initial Public Offering and becomes subject to Section 162(m) of the Internal Revenue Code, and applicable regulations, the plan terms shall be disclosed in the prospectus accompanying the initial public offering.  Furthermore, prior to the beginning of the next plan year following the Company becoming publicly held without an Initial Public Offering or prior to the beginning of the third plan year following an Initial Public Offering, the Plan, as currently stated or amended, shall be presented for shareholder approval as required by Section 162(m) and applicable regulations.

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APPENDEX-replace with new example

MENTOR INCENT PLAN FUNDING & ALLOCATION EXAMPLE

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EX-10.19

Exhibit 10.19

$8,000,000

TERM LOAN AGREEMENT

Dated as of May 20, 2005

among

NATIONAL MENTOR HOLDINGS, INC.,

NATIONAL MENTOR, INC.,

CERTAIN SUBSIDIARIES THEREOF

and

BANK OF AMERICA, N.A.

TABLE OF CONTENTS

Section
ARTICLE I.		DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms
1.02	Other Interpretive Provisions
1.03	Accounting Terms
1.04	Rounding
1.05	Times of Day
ARTICLE II.		THE COMMITMENT AND CREDIT EXTENSIONS
2.01	Loans
2.02	Borrowings, Conversions and Continuations of Loans
2.03	Prepayments
2.04	Termination or Reduction of Commitment
2.05	Repayment of Loans
2.06	Interest
2.07	Fees
2.08	Computation of Interest and Fees
2.09	Evidence of Debt
2.10	Payments Generally
2.11	Borrowing Agent
2.12	Increase in Commitments
2.13	Designated Borrowers
ARTICLE III.		TAXES, YIELD PROTECTION AND ILLEGALITY
3.01	Taxes
3.02	Illegality
3.03	Inability to Determine LIBOR Monthly Floating Rate
3.04	Increased Costs
3.05	Mitigation Obligations
3.06	Survival
ARTICLE IV.		CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01	Conditions of Initial Loan
4.02	Conditions to all Loans

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ARTICLE V.		REPRESENTATIONS AND WARRANTIES
5.01	Financial Condition
5.02	No Change
5.03	Existence; Compliance with Law
5.04	Power; Authorization; Enforceable Obligations
5.05	No Legal Bar
5.06	Litigation
5.07	No Default
5.08	Ownership of Property; Liens
5.09	Licenses, Intellectual Property
5.10	Taxes
5.11	Federal Regulations
5.12	Labor Matters
5.13	ERISA
5.14	Investment Company Act; Other Regulations
5.15	Subsidiaries
5.16	Use of Proceeds
5.17	Environmental Matters
5.18	Accuracy of Information, etc
5.19	Mortgages
5.20	Solvency
5.21	Senior Indebtedness
5.22	Regulation H
ARTICLE VI.		AFFIRMATIVE COVENANTS
6.01	Financial Statements
6.02	Certificates; Other Information
6.03	Payment of Obligations
6.04	Maintenance of Existence; Compliance
6.05	Maintenance of Property; Insurance
6.06	Inspection of Property; Books and Records; Discussions
6.07	Notices
6.08	Environmental Laws

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6.09	Additional Mortgages, etc
ARTICLE VII.		NEGATIVE COVENANTS
7.01	Financial Condition Covenants
7.02	Indebtedness
7.03	Liens
7.04	Fundamental Changes
7.05	Disposition of Property
7.06	Restricted Payments
7.07	Capital Expenditures
7.08	Investments
7.09	Optional Payments and Modifications of Certain Debt Instruments
7.10	Transactions with Affiliates
7.11	Sales and Leasebacks
7.12	Swap Agreements
7.13	Changes in Fiscal Periods
7.14	Negative Pledge Clauses
7.15	Clauses Restricting Subsidiary Distributions
7.16	Lines of Business
7.17	Insurance Subsidiary Investments
7.18	Insurance Subsidiary
7.19	Foreign Subsidiaries
ARTICLE VIII.		EVENTS OF DEFAULT AND REMEDIES
8.01	Events of Default
8.02	Application of Funds
ARTICLE IX.		GUARANTY
9.01	Guaranty
9.02	Payment
9.03	Absolute Rights and Obligations
9.04	Waiver of Notice; Subrogation
ARTICLE X.		MISCELLANEOUS
10.01	Amendments; Etc
10.02	Notices, Effectiveness; Electronic Communication

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10.03	No Waiver; Cumulative Remedies
10.04	Expenses; Indemnity; Damage Waiver
10.05	Payments Set Aside
10.06	Successors and Assigns
10.07	Confidentiality
10.08	Right of Setoff
10.09	Interest Rate Limitation
10.10	Counterparts; Integration; Effectiveness
10.11	Survival of Representations and Warranties
10.12	Severability
10.13	Governing Law; Jurisdiction; Etc
10.14	Waiver of Jury Trial
10.15	USA PATRIOT Act Notice
10.16	Time of the Essence

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SCHEDULES
2.01(a)	Refinanced Property; Amounts and Amortization Schedules of Closing Date Term Loans
5.04	Consents, Authorizations, Filings and Notices
5.06	Litigation
5.07	No Default
5.09	Licenses, Intellectual Property
5.15	Subsidiaries
5.19	UCC Filing Jurisdictions
5.22	Mortgaged Property in Special Flood Hazard Area
7.02(d)	Existing Indebtedness
7.03(f)	Existing Liens
7.08(g)	Existing Investments
10.02	Notices; Lending Office; Payments
EXHIBITS
	Form of
A	Loan Notice
B	Designated Borrower Request and Assumption Agreement
C	Designated Borrower Notice
D	Opinion of Counsel to the Loan Parties
E	Borrowing Base Certificate
F	Compliance Certificate

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TERM LOAN AGREEMENT

This TERM LOAN AGREEMENT (“Agreement”) is entered into as of May 20, 2005, among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Holdings”), NATIONAL MENTOR, INC., a Delaware corporation (“Mentor”), REM ARROWHEAD, INC. (“REM Arrowhead”), REM CONNECTICUT COMMUNITY SERVICES, INC. (“REM Connecticut”), REM INDIANA, INC. (“REM Indiana”), REM NORTH DAKOTA, INC. (“REM North Dakota”), REM WISCONSIN, INC. (“REM Wisconsin I”), REM WISCONSIN II, INC. (“REM Wisconsin II”), REM WISCONSIN III, INC. (“REM Wisconsin III”), and certain other wholly-owned subsidiaries of Holdings and Mentor parties hereto from time to time as Designated Borrowers (together with REM Arrowhead, REM Connecticut, REM Indiana, REM North Dakota, REM Wisconsin I, REM Wisconsin II and REM Wisconsin III,  collectively, the “Borrowers”) and BANK OF AMERICA, N.A. (the “Lender”).

Holdings, Mentor and the Borrowers have requested that the Lender provide a multiple advance term loan facility, and the Lender is willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:

“Acceptable Appraisal” means (a) with respect to each Refinanced Property, an appraisal which is (i) prepared by an independent, third party acceptable to the Lender, (ii) dated no earlier than May 1, 2003, and (iii) otherwise satisfactory to the Lender, and (b) with respect to each Acquired Property, an appraisal which (i) is prepared by an independent, third party acceptable to the Lender, (ii) is dated no earlier than 1 year prior to the date of the Loan to be extended to acquire such Mortgaged Property, and (iii) otherwise complies with the Lender’s standard and customary appraisal requirements.

“Acquired EBITDA” means (a) EBITDA attributable to each Permitted Acquisition consummated by Mentor or any of its Subsidiaries plus (b) the Pro Forma Cost Reductions, if any, applicable to each such Permitted Acquisition.

“Acquired Property” is defined in Section 2.01.

“Acquisition” means any acquisition of all or substantially all of the assets or over 80% of the equity interests of any Person or division thereof.

“Affiliate” means as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  For purposes of this definition, “control” of a Person means the power, directly or indirectly to direct or cause the

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direction of the management and policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“Agreement” means this Term Loan Agreement.

“Applicable Margin” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Lender pursuant to Section 6.02(b):

Pricing Level	Consolidated Leverage Ratio	Applicable Margin for  LIBOR Floating Rate Loans	Applicable Margin for Base Rate Loans
1	>3.50:1	3.75%	1.50%
2	³ 3.25:1 but < 3.50:1	3.50%	1.50%
3	³ 3.00:1 but < 3.25:1	3.25%	1.25%
4	< 3.00:1	3.00%	1.00%

Any increase or decrease in the Applicable Margin resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered.  The Applicable Margin in effect from the Closing Date until the first Business Day immediately following the first date a Compliance Certificate is delivered pursuant to Section 6.02(b) shall be determined based upon Pricing Level 1.

“Appraised Value” means, with respect to any real property, the fair market value thereof as set forth in an Acceptable Appraisal furnished to the Lender (or if more than one Acceptable Appraisal has been furnished with respect to such real property, the Acceptable Appraisal most recently furnished to the Lender).

“Approved Fund” means any Fund that is administered or managed by (a) the Lender, (b) an Affiliate of the Lender or (c) an entity or an Affiliate of an entity that administers or manages the Lender.

“Asset Sale” means any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b), (c), (d), (g) or (h) of Section 7.05 or clause (b) of Section 7.08) other than any Home Sale or Sale Leaseback Transaction that yields gross proceeds to any Loan Party (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $2,000,000 in the aggregate in any fiscal year.

“Audited Financial Statements” means the audited consolidated balance sheet of the Holdings and its Subsidiaries for the fiscal year ended September 30, 2004, and the related

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consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Holdings and its Subsidiaries, including the notes thereto.

“Availability Period” means the period from and including the Closing Date to the earlier of (a) 3 months prior to the Maturity Date and (b) the date of termination of the Commitment.

“Bank of America” means Bank of America, N.A. or any successor thereof.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.”  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Board” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower” or “Borrowers” has the meaning specified in the introductory paragraph hereto.

“Borrowing Agent”  is defined in Section 2.11.

“Borrowing Base”  means, as of the date of determination thereof, an amount equal to 75% of the Appraised Value of all Mortgaged Properties for which Acceptable Appraisals have been received as of such date; provided, that if all or any part of any Mortgaged Property is subject to a casualty or other damage, any taking under power of eminent domain or by condemnation or similar proceeding (including any conveyance made in settlement of any such proceeding or threatened proceeding) or other event that in the reasonable discretion of the Lender materially reduces the fair market value thereof, the Appraised Value shall be adjusted downward by an amount estimated by the Lender in good faith to account for the reduction of  the fair market value of such Mortgaged Property caused by event; provided, further that such adjustment be effective only until the Lender receives satisfactory evidence that Restoration of such Mortgaged Property has been completed and the fair market value of the Mortgaged Property after Restoration (as demonstrated to the reasonable satisfaction of the Lender) is equal to or greater than the fair market value of the Mortgaged Property immediately prior to such event.

“Business” is defined in Section 5.17(b).

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Lending Office is located and, if such day relates to any LIBOR Floating Rate Loan,

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means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Capital Expenditures” means for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries during such period for the acquisition, rental, lease, purchase, construction, replacement, repair or use of any property, the value of which should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries (including, without limitation, the aggregate principal amount of Capital Lease Obligations incurred during such period).

“Capital Lease Obligations” means as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, to the extent such obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by the Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor’s Ratings Services (“S&P”) or P-1 by Moody’s Investors Service, Inc. (“Moody’s”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of the Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by the Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest substantially in assets satisfying the requirements of clauses (a) through (f) of this definition; (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at

4

least $5,000,000,000; or (i) other short-term investments utilized by Permitted Foreign Subsidiaries in accordance with the normal investment practices for cash management in investments of a type analogous to the foregoing.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Change of Control” means (a) prior to an Initial Public Offering, for any reason (i) MDP Holder and its Affiliates shall fail to have the right to appoint a majority of the board of directors of Holdings and thereby control the management of Holdings, Mentor and its Subsidiaries; (ii) (A) Mentor shall cease to own of record and beneficially 100% of the issued and outstanding voting power of all Capital Stock of National Mentor, LLC on a fully diluted basis, or (B) National Mentor, LLC shall cease to own of record and beneficially, directly or indirectly through one or more other Subsidiaries, all of the issued and outstanding voting power of all Capital Stock of all of its Subsidiaries (including all Borrowers) on a fully diluted basis except as otherwise permitted to be disposed of or merged hereunder; (iii) Holdings shall cease to own, directly or indirectly, 100% of the outstanding voting power of all Capital Stock of Mentor on a fully diluted basis; or (iv) MDP Holder and its Affiliates shall cease to own and control of record and beneficially, directly, on a fully diluted basis, at least 51% of the issued and outstanding voting power of all Capital Stock of Holdings; and (b) after any Initial Public Offering, (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than MDP Holder is or becomes the beneficial owner, directly or indirectly, of more than 40% of the total voting power of all Capital Stock of Holdings; or (b) any event in subclause (a)(ii) or (a)(iii) of this definition shall occur.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived by the Lender in accordance with Section 10.01.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Mortgage.

“Commitment” means the obligation of the Lender to make Loans hereunder in an aggregate principal amount at any one time not to exceed $8,000,000, as such amount may be adjusted from time to time in accordance with this Agreement.

“Commonly Controlled Entity” means an entity, whether or not incorporated, that is under common control with Mentor within the meaning of Section 4001 of ERISA or is part of a group of entities that includes Mentor and that is treated as a single employer under Section 414 of the Code.

“Compliance Certificate” means a certificate duly executed by a Responsible Officer substantially in the form of Exhibit F attached hereto.

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“Consolidated EBITDA” means for any period, Consolidated Net Income for such period plus, without duplication, the sum of (a) income (and franchise taxes in the nature of income taxes) and foreign withholding tax expense for such period and any state single business unitary or similar tax, (b) Consolidated Interest Expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring non-cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business), (f) any non recurring out-of-pocket costs, fees and expenses with respect to the Syndicated Credit Agreement or the Senior Subordinated Notes Indenture, including attorneys’ fees, investment banking fees and other fees, but only to the extent permitted to be included in calculating Consolidated EBITDA for such period under the Syndicated Credit Agreement, (g) Management Fees paid in cash or accrued during such period to the extent permitted to be paid hereunder, (h) Acquired EBITDA for such period, (i) proceeds of business interruption insurance received during such period, (j) expenses incurred to the extent covered by indemnification or refunding provisions in any Permitted Acquisition document, any document pertaining to any acquisition consummated prior to the Closing Date, or any insurance to the extent reimbursed (or reasonably expected to be reimbursed within 120 days of the incurrence thereof), (k) non-cash losses from Asset Sales for such period (other than non-cash losses from Home Sales and other than from sales of inventory sold in the ordinary course of business), (1) Ordinary Course Real Property Gains, (m) non cash expenses incurred in connection with the issuance of stock options, warrants or other Permitted Capital Stock by Holdings to employees of Holdings and its Subsidiaries and (n) any Transaction Bonuses; provided that with respect to clauses (a) through (n) (other than clauses (h), (i) and (l)), such amounts shall be added to Consolidated Net Income pursuant to this definition only to the extent such amounts are deducted in determining Consolidated Net Income, and minus, (a) to the extent included in the statement of such Consolidated Net Income for such period, the sum of (i) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business), (ii) income tax credits (to the extent not netted from income tax expense) and (iii) any other non-cash income, and (b) any cash payments made during such period in respect of expenses or losses described in clause (e) above incurred or taken since the date hereof, which cash payments are made subsequent to the fiscal quarter in which the relevant expenses or losses were reflected as a charge in the statement of Consolidated Net Income, but only to the extent that such cash payments do not exceed such expenses or losses, all as determined on a consolidated basis.  In addition, Consolidated EBITDA shall be calculated without giving effect to (w) any gains or losses (other than as expressly provided in clauses (k) and (1) above) from sales of assets other than from sales of inventory sold in the ordinary course of business, (x) purchase accounting adjustments required or permitted by Accounting Principles Board Opinion Nos. 16 (including non-cash write ups and non cash charges relating to inventory and fixed assets, in each case arising in connection with any Permitted Acquisition) and 17 (including non cash charges relating to intangibles and goodwill arising in connection with any Permitted Acquisition), (y) any gain or loss recognized in determining Consolidated Net Income for such period in respect of post-retirement benefits as a result of the application of FASB 106 and (z) any gain or loss

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recognized in determining Consolidated Net Income for such period resulting from the payment of earnout obligations.

“Consolidated Interest Coverage Ratio” means for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

“Consolidated Interest Expense” means for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of Holdings and its Subsidiaries for such period with respect to all outstanding Indebtedness of Holdings and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP).

“Consolidated Leverage Ratio” means as at the end of any fiscal quarter, the ratio of (a) Consolidated Total Debt of Holdings and its Subsidiaries on such day (excluding Subordinated PIK Debt permitted hereunder and excluding the Magellan Seller Notes, to the extent funds sufficient to pay the Magellan Seller Notes in full are being held in escrow by Holdings for the payment thereof) to (b) Consolidated EBITDA for the most recently completed four fiscal quarters of Holdings and its Subsidiaries.

“Consolidated Net Income” means for any period, the consolidated net income (or loss) of Holdings and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of Holdings) in which Holdings or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Holdings or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

“Consolidated Total Debt” means at any date, the aggregate principal amount of all Indebtedness of Holdings and its Subsidiaries at such date, determined on a consolidated basis, required to be reflected on a consolidated balance sheet of Holdings and it Subsidiaries in accordance with GAAP.

“Contractual Obligation” means as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (i) the Base Rate plus (ii) the Applicable Margin, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a LIBOR Floating Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2% per annum, in all cases to the fullest extent permitted by applicable Laws.

“Designated Borrower” is defined in Section 2.13.

“Designated Borrower Notice” is defined in Section 2.13.

“Designated Borrower Request and Assumption Agreement” is defined in Section 2.13.

“Disposition” means with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof.  The terms “Dispose” and “Disposed of’ shall have correlative meanings.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary of Mentor organized under the laws of any jurisdiction within the United States.

“Earnout Obligations” means those payment obligations of Holdings and its Subsidiaries to former owners of businesses which were acquired by Holdings or one of its Subsidiaries pursuant to an acquisition which are in the nature of deferred purchase price to the extent such payment obligations are required to be set forth on a balance sheet prepared in accordance with GAAP.

“Eligible Assignee” means  (a) an Affiliate of the Lender; (b) an Approved Fund; and (c) any other Person (other than a natural person) approved by the Borrowing Agent (such approval not to be unreasonably withheld or delayed); provided that no such approval shall be required if an Event of Default has occurred and is continuing.

“Environmental Laws” means any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into

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the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Event of Default” means any of the events specified in Section 8.01, provided, that any applicable requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excluded Taxes” means, with respect to the Lender or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located, and (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which such Borrower is located.

“Federal Funds Rate”means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Lender on such day on such transactions as determined by the Lender.

“Foreign Subsidiary” means any Subsidiary of Mentor that is not a Domestic Subsidiary.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time, except that for purposes of Section 7.01, GAAP shall be determined on the basis of such principles in effect on the Closing Date, and consistent with those used in the preparation of the Audited Financial Statements.  In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then Holdings, Mentor, the Borrowers and the Lender agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating Holdings’ financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made.  Until such time as such an amendment shall have been executed and delivered by Holdings, Mentor, the Borrowers and the Lender, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred.  “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation,

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pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Group Members” means Holdings, Mentor, the Borrowers and their respective Subsidiaries, collectively.

“Guarantee Obligation” means, as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by a Responsible Officer of Holdings or Mentor in good faith.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Home Sale” means any Disposition or series of Dispositions of real property of any Loan Party in the ordinary course of business in a transaction in which such real property is sold solely for its value as real estate and not as a going concern in excess of $1,000,000 in the

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aggregate in any fiscal year; provided that a Sale Lease Back Transaction shall not be considered a Home Sale.

“Indebtedness” means of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables and accrued expenses incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) the principal portion of all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) the liquidation value of all mandatorily redeemable preferred Capital Stock issued to parties other than Holdings or its Subsidiaries of such Person, if the scheduled redemption date is prior to December 31, 2011, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, (j) all Earnout Obligations; and (k) for the purposes of Section 8.01(e) only, all obligations of such Person in respect of Swap Agreements; provided in each case that (i) the amount of Indebtedness which is limited or nonrecourse to such Person or for which recourse is limited to an identified asset shall be equal to the lesser of (1) the amount of such Indebtedness and (2) the fair market value of such asset as at the date of determination, (ii) amounts which are reserved by such Person for payment of insurance premiums due within twelve months of such date shall not constitute Indebtedness and (iii) Indebtedness shall not include obligations with respect to deferred compensation.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitees” is defined in Section 10.04(b).

“Initial Public Offering” means the initial public offering of the common stock of Holdings.

“Insolvency” means, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent” means a condition of Insolvency.

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“Insurance Subsidiary” means any Subsidiary of Mentor engaged solely in the general liability, professional liability, health and benefits and workers compensation and such other insurance business as may be approved by the Lender in its reasonable discretion, for the underwriting of insurance policies for Mentor and its Subsidiaries and the respective employees, officers or directors thereof.

“Intellectual Property” means all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom, collectively.

“Interest Payment Date” means, as to any Loan, thelastBusiness Day of each month and the Maturity Date.

“Investments” is defined in Section 7.08.

“IRS” means the United States Internal Revenue Service.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lending Office” means the office or offices of the Lender described as such on Schedule 10.02, or such other office or offices as the Lender may from time to time notify the Borrowing Agent.

“LIBOR Monthly Floating Rate” means, on each day, the fluctuating rate of interest equal to the rate of interest (rounded upwards, if necessary to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the 1 month London interbank offered rate for deposits in United States Dollars at approximately 11:00 a.m. (London time) on the first Business Day of each calendar month, as adjusted from time to time in the Lender’s sole discretion for then-applicable reserve requirements, deposit insurance assessment rate and other regulatory costs; provided, however, if more than one rate is specified on Reuters Screen LIBO page, the applicable rate shall be the arithmetic mean of all such rates.  Any change in the rate will take effect on the date of such change in the Index as indicated on Telerate Page 3750.  Interest will accrue on any non-banking day at the rate in effect on the immediately preceding banking day.

“LIBOR Floating Rate Loan” means any Loan at any time that it bears interest at a rate based on the LIBOR Monthly Floating Rate.

“Lien” means any mortgage, pledge, hypothecation, collateral assignment, security deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or

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any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Loan”  means any term loan extended to (or on behalf of) any Borrower pursuant to Section 2.01.

“Loan Documents” means this Agreement, the Notes, the Mortgages and each Designated Borrower Request and Assumption Agreement.

“Loan Notice” means a notice of (a) a borrowing of a Loan, or (b) a conversion of a Loan from one Type to the other, which, if in writing, shall be substantially in the form of Exhibit A.

“Loan Parties” means each Group Member that is a party to a Loan Document (including all Persons who become Designated Borrowers after the Closing Date).

“Magellan Note Documents” means the Magellan Seller Notes and any other agreements of any Loan Party relating thereto.

“Magellan Purchase Agreement” means the Stock Purchase Agreement among National MENTOR, LLC, Holdings and the Magellan Seller dated January 18, 2001, as amended, modified and supplemented from time to time as permitted hereunder or in the Loan Documents.

“Magellan Reserve” means at any time of determination, the then outstanding principal amount plus accrued and unpaid interest on the Magellan Seller Notes.

“Magellan Seller” means Magellan Public Network, Inc. and Magellan Health Services, Inc.

“Magellan Seller Notes” means that certain subordinated indebtedness in the original principal amount of $10,000,000 issued by Holdings to the Magellan Seller.

“Managed Care Plans” means all health maintenance organizations, preferred provider organizations, individual practice associations, competitive medical plans and similar arrangements.

“Management Fees” is defined in Section 7.10.

“Material Adverse Effect” means a material adverse effect on (a) the business, property, operations or condition (financial or otherwise) of Mentor or, taken as a whole, Holdings and its Subsidiaries, (b) the ability of any Loan Party to perform its material obligations under the Loan Documents to which it is a party, or (c) the validity or enforceability of this Agreement, the Note, or, taken as a whole, any of the other Loan Documents, or the rights or remedies of the Lender under this Agreement, any Note or, taken as whole, the other Loan Documents.

“Materials of Environmental Concern” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials

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or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“Maturity Date” means the earliest to occur of (a) May 20, 2010, (b) the date that is six months prior to the Revolving Termination Date (as defined in the Syndicated Credit Agreement) or (c) the date of earlier refinancing, replacement or other termination of the revolving commitments under the Syndicated Credit Agreement.

“MDP Holder” means Madison Dearborn Capital Partners III, L.P.

“Mortgaged Property” means all real property in which the Lender shall have been granted a Lien pursuant to the Mortgages and, in the case of calculating the Borrowing Base only, in which the Lender is being granted a Lien under a Mortgage on or before the date of the applicable Loan.

“Mortgages” means all fee mortgages, deeds of trust, deeds to secure debt and similar instruments, executed or to be executed by each Borrower which provide the Lender a valid first priority Lien in the real property described therein in order to secure the Obligations.

“Multiemployer Plan” means a Plan that is a “multiemployer plan” as defined in Section 4001 (a)(3) of ERISA.

“Net Cash Proceeds” means (a) in connection with any Asset Sale, Home Sale, Sale Leaseback Transaction, any Recovery Event or any other Prepayment Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness (including, without limitation, principal, interest, premium and penalties, if any) secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale, Home Sale, Sale Leaseback Transaction or Recovery Event (in each case, other than any Lien pursuant to a Mortgage) and other related fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and net of (i) any reasonable reserves established in connection therewith, (ii) reasonable holdbacks and (iii) reasonable indemnity obligations relating thereto, and (b) in connection with any issuance or sale of Capital Stock or any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other related fees and expenses actually incurred in connection therewith.

“Net Payment Amount” means in connection with any Sale Leaseback Transaction, at any time of determination thereof, the remaining aggregate amount of lease rental payments required to be made by a Loan Party pursuant to the terms of the original lease agreements pursuant to such Sale Leaseback Transaction, as appropriately discounted.

“Non-Profit Entities” means each of REM New Jersey Properties, Inc., a New Jersey corporation, and any entity duly acquired or formed and organized by Holdings or any

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Subsidiary as a not for profit entity under applicable state law in furtherance of the business needs of Holdings and its Subsidiaries.

“Note” means any promissory note evidencing Loans.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Ordinary Course Real Property Gains” means actual cash gains realized by Mentor and its Subsidiaries from a Home Sale to any Person which is not an Affiliate of Mentor or any of its Subsidiaries in an arm’s length transaction, in the aggregate not to exceed either (i) $1,500,000 for any period of four consecutive fiscal quarters or (ii) $500,000 for any single fiscal quarter; provided, however, it being understood that for purposes of calculating Consolidated EBITDA, any gains in excess of $500,000 in any single fiscal quarter may be carried forward into subsequent fiscal quarters and included in Consolidated EBITDA in such subsequent periods.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant” is defined in Section 10.06(c).

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Permitted Acquisition” means an Acquisition permitted under the Syndicated Credit Agreement.

“Permitted Capital Stock” means (a) common stock of Holdings and (b) any preferred stock of Holdings (or any equity security of Holdings that is convertible into or exchangeable for any preferred stock of Holdings), so long as the terms of any such preferred stock or equity security of Holdings (i) do not provide any collateral security, (ii) do not provide any guaranty or other support by Mentor or any of its Subsidiaries, (iii) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision occurring before November 4, 2012 (other than as a result of a change of control or similar event), (iv) do not require the cash payment of dividends or interest, (v) do not contain any financial maintenance covenants, and (vii) to the extent any such preferred stock or equity security does not otherwise comply with clauses (b)(i) through (iv) hereof, such preferred stock or equity security is otherwise reasonably satisfactory to the Lender.

“Permitted Disposition” means (i) any sale or discount of past due isolated accounts receivable in the ordinary course of business; (ii) (x) any lease as lessor (under a short term

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lease) or license as licensor of isolated parcels of real property or isolated items of personal property (including Intellectual Property) in the ordinary course of business and (y) any grant of options to purchase, lease or acquire isolated parcels of real property (other than all or any portion of any Mortgaged Property) or isolated items of personal property (including Intellectual Property) in the ordinary course of business; and (iii) any sale or exchange of isolated specific items of equipment, so long as the purpose of each sale or exchange is to acquire (and results within 180 days of such sale or exchange in the acquisition of) replacement items of equipment which are, in the reasonable business judgment of Mentor and its Subsidiaries, the functional equivalent of the item of equipment so sold or exchanged.

“Permitted Foreign Subsidiaries” means any Foreign Subsidiary which is organized under the laws of Canada or, in the case of any Insurance Subsidiary, is organized under the laws of any jurisdiction other than the United States.

“Permitted Lien” means a Lien permitted to exist pursuant to Section 7.03.

“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Plan” means at a particular time, any employee benefit plan that is covered by ERISA and in respect of which Mentor or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as deemed in Section 3(5) of ERISA.

“Prepayment Event” means any of the following:

(a)any sale, transfer or other Disposition of any Mortgaged Property; or

(b)any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding (including any conveyance made in settlement of any such proceeding or threatened proceeding) of, any Mortgaged Property, but only if the Net Cash Proceeds from such casualty, damage or taking exceeds the lesser of $50,000 and 20% of the Appraised Value of such Mortgaged Property (or if an Acceptable Appraisal has not been furnished with respect to such Mortgaged Property, $25,000)(the “Prepayment Threshold Amount”); provided, that if (i) the Net Cash Proceeds from any event described in this clause (b) exceeds the Prepayment Threshold Amount, (ii) there are sufficient insurance proceeds or sufficient other amounts available to the applicable Borrower to fully pay for the restoration or repair of the Mortgaged Property (as applicable, “Restoration”) and the projected fair market value of the Mortgaged Property after Restoration (as demonstrated to the reasonable satisfaction of the Lender) is equal to or greater than the fair market value of the Mortgaged Property immediately prior to such casualty, damage or other event, and (iii) the applicable Borrower (or Borrowing Agent on its behalf) presents sufficient evidence to the Lender that such Mortgaged Property will be restored prior to the maturity date of the Loan used to obtain or refinance such Mortgaged Property, then a Prepayment Event shall not occur as a result of such event and the Lender shall release any property insurance proceeds or condemnation or similar awards received by it on account of such event in accordance with its customary disbursement

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procedures for similar events so long as (x) Event of Default exists, and (y) the applicable Borrower promptly commences and thereafter diligently continues the Restoration to completion (which completion shall occurs no later than 180 days after the applicable casualty, damage or other event) so that fair market value of such Mortgaged Property (as demonstrated to the reasonable satisfaction of the Lender) after such Restoration is equal to or greater than the fair market value of the Mortgaged Property immediately prior to such casualty, damage or other event.

“Pro Forma Cost Reductions” means to the extent reasonably acceptable to the Lender and realizable within 90 days after the applicable Acquisition, cost savings reasonably expected to result from operational efficiencies expected to be created by employee terminations, facilities consolidations and closings, standardization of employee benefits and compensation policies, consolidation of property, casualty and other insurance coverage and policies, reductions in taxes other than income taxes and other cost savings reasonably expected to be realized for such period from all acquisitions of an acquired entity or business.

“Projections” is defined in Section 6.02(c).

“Properties” is defined in Section 5.17(a).

“Recovery Event” means any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Loan Party, in excess of $1,000,000 in the aggregate in any fiscal year.

“Refinanced Property” means the real property listed on Schedule 2.01(a) attached hereto.

“Regulation U” means Regulation U of the Board as in effect from time to time.

“Reinvestment Deferred Amount” means with respect to any Reinvestment Event occurring prior to the refinancing, replacement or other termination of the Syndicated Credit Agreement, the aggregate Net Cash Proceeds received by any Group Member in connection therewith that are not applied to prepay amounts outstanding under the Syndicated Credit Agreement as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event” means any Home Sale, Asset Sale, or Recovery Event in respect of which Mentor has delivered a Reinvestment Notice.

“Reinvestment Notice” means a written notice executed by a Responsible Officer and delivered under the Syndicated Credit Agreement pursuant to the provisions thereof.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Reorganization” means with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

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“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived by applicable regulations under Section 4043 of ERISA.

“Requirement of Law” means as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means, with respect to any Person, the chief executive officer, president, vice president, chief financial officer, treasurer or the senior vice president of finance of such Person, but in any event, with respect to financial matters, the chief financial officer, treasurer or senior vice president of finance of such Person (or, in the case of any Borrower, of Holdings or Mentor).

“Restoration”  is defined in the definition of Prepayment Event.

“Restricted Payments” is defined in Section 7.06.

“Sale Leaseback Transaction” is defined in Section 7.11.

“SEC” means the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Senior Subordinated Note Indenture” means the Indenture dated as of November 4, 2004, entered into by Mentor and certain of its Subsidiaries in connection with the issuance of the Senior Subordinated Notes, together with all instruments and other agreements entered into by Mentor or such Subsidiaries in connection therewith.

“Senior Subordinated Notes” means the subordinated notes of Mentor issued pursuant to the Senior Subordinated Note Indenture.

“Single Employer Plan” means any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“Solvent” when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “fair value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the probable liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature.  The amount of contingent liabilities at any time shall be computed as the amount that can reasonably be expected to become an actual or matured liability.  For purposes of this definition, (i) ”debt” means liability on a “claim”, and (ii) ”claim” means any (x) right to payment, whether or not

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such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“Specified Change of Control” means a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Subordinated Note Indenture.

“Subordinated PIK Debt” means any subordinated Indebtedness or redeemable preferred stock of Holdings incurred after November 4, 2004 (including any subordinated debt which extends, renews, replaces or is in exchange for subordinated debt of Holdings existing on November 4, 2004) to the extent permitted by the provisions of the Syndicated Credit Agreement; provided that such Indebtedness or redeemable preferred stock has no scheduled principal payments prior to December 31, 2012, and the interest on such Indebtedness or the dividends payable in respect of such redeemable preferred stock is not required to be paid in cash prior to such date.

“Subsidiary” means as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Mentor (including, but not limited to, each Borrower).  Notwithstanding anything else herein to the contrary, the definition of Subsidiary shall not include Non-Profit Entities.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Mentor or any of its Subsidiaries shall be a “Swap Agreement”.

“Syndicated Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of November 4, 2004 among Holdings, Mentor, J.P. Morgan Chase Bank, as Administrative Agent and the lenders party thereto, as in effect on the date hereof and as the same may be amended, restated, supplemented or otherwise modified from time to time; provided, that (i) to the extent an action or other matter is permitted hereunder to the extent permitted by the Syndicated Credit Agreement and such action or other matter requires the approval, consent or satisfaction of, or an amendment or waiver from, the Administrative Agent, Lenders or Required Lenders under the Syndicated Credit Agreement, such  action or other matter shall require the approval, consent or satisfaction of, or an amendment or waiver from, the

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Lender under this Agreement, and (ii) in the event the Syndicated Credit Agreement is refinanced, replaced or the revolving commitments are otherwise terminated, the references to the Syndicated Credit Agreement in Article VII hereof and any related definitions utilized therein shall mean the Syndicated Credit Agreement as in effect immediately prior to such refinancing, replacement or termination, as the case may be.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Third Party Payor Programs” means all third party payor programs in which Mentor and its Subsidiaries currently or in the future may participate, including, without limitation, Medicare, Medicaid, Blue Cross and/or Blue Shield, Managed Care Plans, other private insurance programs and employee assistance programs.

“Total Outstandings” mean, on any date, the aggregate outstanding principal amount of Loans after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date.

“Transaction Bonuses” means any bonuses payable to any officer or employee of Holdings or any of its Subsidiaries (including any Person who becomes an officer or employee of any Group Member in connection with a Permitted Acquisition) in connection with any Permitted Acquisition in an aggregate amount not exceeding $1,000,000; provided that the amount of all such bonuses payable in connection with all Permitted Acquisitions shall not exceed $3,000,000 in the aggregate.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a LIBOR Floating Rate Loan.

“United States” means the United States of America.

“U.S. Bank Facility” means the Term Loan Agreement, dated as of August 4, 2004, by and among Holdings, National MENTOR, LLC, certain Subsidiaries of National MENTOR, LLC party thereto as borrowers and U.S. Bank National Association, as in effect on the Closing Date.

“Wholly Owned Subsidiary” means, as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

1.02Other Interpretive Provisions.  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context

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requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03Accounting Terms.  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein.

1.04Rounding.  Any financial ratios required to be maintained by the Loan Parties pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

ARTICLE II.
THE COMMITMENT AND CREDIT EXTENSIONS

2.01Loans.  Subject to the terms and conditions set forth herein, the Lender agrees to (a) make term loans on the Closing Date to the Borrowers in an aggregate principal amount of $6,222,000, the amounts and amortization schedules of which Loans are more specifically set forth on Schedule 2.01(a) and the proceeds of which Loans shall be used to refinance

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Indebtedness under the U.S. Bank Facility secured by the Refinanced Property, and (b) from time to time to make additional term loans to the Borrowers from time to time on any Business Day during the Availability Period to acquire additional fee simple interests in real property to be utilized in the business of the Borrowers (the “Acquired Property”); provided, in each case that (i) the maximum principal amount of Loans available hereunder with respect to any individual Mortgaged Propertyshall not exceed $250,000, or if an Acceptable Appraisal is furnished to the Lender with respect to such Mortgaged Property, the lesser of $250,000 and 100% of the Appraised Value of such Mortgaged Property, and (ii) the aggregate outstanding amount of all Loans outstanding hereunder shall not exceed at any time the lesser of (x) the Commitment, and (y) the Borrowing Base.  A Loan may be a Base Rate Loan or a LIBOR Floating Rate Loan, as further provided herein.  Except as otherwise set forth herein (including Article IX hereof), the obligations of each Borrower to repay the Loans made available to it (or the Borrowing Agent on its behalf) and accrued interest thereon are several and not joint.

2.02Borrowings, Conversions and Continuations of Loans.

(a)Each borrowing and each conversion of a Loan from one Type to the other shall be made upon the Borrowing Agent’s irrevocable notice to the Lender, which may be given by telephone.  Each such notice must be received by the Lender not later than 1:00 p.m. (i) ten Business Days prior to the requested date of any borrowing utilized to acquire any Acquired Property, and (ii) three Business Days prior to the requested date of any conversion of a Base Rate Loan to a LIBOR Floating Rate Loan or of a LIBOR Floating Rate Loan to a Base Rate Loan.  Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 10.02(d), any such telephonic notice may be given by an individual who has been authorized in writing to do so by an officer of the Borrowing Agent.  Each such telephonic notice must be confirmed promptly by delivery to the Lender of a written Loan Notice, appropriately completed and signed by an officer of the Borrowing Agent.  Except as otherwise set forth on Schedule 2.01(a), each borrowing shall be in a principal amount of $150,000 or a whole multiple of $5,000 in excess thereof.  Each Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a borrowing or a conversion of a Loan from one Type to the other, (ii) the requested date of the borrowing or conversion, as the case may be (which shall be a Business Day), (iii) the principal amount of the Loan to be borrowed or converted, (iv) the Type of Loan to be borrowed or to which an existing Loan is to be converted, and (v) the applicable Borrower for which the Borrowing Agent has requested such borrowing.  If the Borrowing Agent fails to specify a Type of Loan in a Loan Notice, then the applicable Loan shall be made as a Base Rate Loan.

(b)Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if a borrowing is the initial Loan, Section 4.01), the Lender shall make the proceeds of each Loan available to applicable Borrowers either by (i) crediting the account of the Borrowing Agent or such Borrower on the books of the Lender with the amount of such proceeds or (ii) wire transfer of such proceeds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Lender by the Borrowing Agent.

(c)During the existence of a Default, no Loan may be requested as or converted to a LIBOR Floating Rate Loan without the consent of the Lender, and, at the election of the Lender, all LIBOR Floating Rate Loans shall convert to Base Rate Loans.

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(d)The Lender shall promptly notify the Borrowing Agent of the interest rate applicable to any LIBOR Floating Rate Loan upon determination of such interest rate.  The determination of the LIBOR Monthly Floating Rate by the Lender shall be conclusive in the absence of manifest error.  At any time that a Base Rate Loan is outstanding, the Lender shall notify the Borrowing Agent of any change in the Lender’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

2.03Prepayments.

(a)Voluntary Prepayments.  Any Borrower may, upon notice to the Lender, at any time or from time to time voluntarily prepay any Loan in whole or in part without premium or penalty; provided that (i) such notice must be received by the Lender not later than 1:00 p.m. on the date of prepayment of a Base Rate Loan; and (ii) any prepayment of a LIBOR Floating Rate Loan shall be in a principal amount of  $100,000 or a whole multiple of $50,000 in excess thereof or, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loan(s) to be prepaid.  If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(b)Mandatory Prepayments.  (i) If for any reason the Total Outstandings at any time exceed the lesser of the Commitment or the Borrowing Base, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess; and (ii) in the event and on each occasion that any Net Cash Proceeds are received by or on behalf of any Borrower in respect of any Prepayment Event, such Borrower shall, immediately after such Net Cash Proceeds are received,prepay the Loans secured by the Mortgaged Property that is the subject matter of such Prepayment Event in an amount equal to 100% of such Net Cash Proceeds.

(c)Application of Prepayments.Prepayments shall be applied to the remaining installments of any Loan prepaid in the inverse order of maturity.

2.04Termination or Reduction of Commitment.  The Borrowers may, upon notice to the Lender, terminate the Commitment, or from time to time permanently reduce the Commitment; provided that (i) any such notice shall be received by the Lender not later than 1:00 p.m., five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $200,000 or any whole multiple of $50,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce the Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Commitment.  All fees accrued until the effective date of any termination of the Commitment shall be paid on the effective date of such termination.

2.05Repayment of Loans.

(a)Each Borrower shall:

(i) make equal monthly payments of principal on each Loan made to it (or on its behalf) on the last Business Day of each month, in each case based on the amortization schedules set forth below and commencing on the lastBusiness Day of the month next

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succeeding the month in which such Loan is advanced hereunder  (collectively, the “Scheduled Amortization”):

Borrower	Amortization Schedule
REM Arrowhead, Inc. REM Connecticut Community Services, Inc. REM Wisconsin, Inc. REM Wisconsin II, Inc. REM Wisconsin III, Inc.	20 years
REM Indiana, Inc.	12 years
REM North Dakota, Inc.	5 years
Designated Borrowers	20 years unless otherwise agreed between the Lender and the Borrowing Agent in writing on or before the date of such Loan

provided, in each case that the Scheduled Amortization with respect to each Loan utilized with respect to a Refinanced Propertyshall be as set forth on Schedule 2.01(a); and

(ii) repay the remaining any outstanding principal balance of the Loans made to it (or on its behalf) on the Maturity Date.

2.06Interest.

(a)Subject to the provisions of subsection (b) below, (i) each LIBOR Floating Rate Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the LIBOR Monthly Floating Rate plus the Applicable Margin; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin.

(b)(i)If any amount payable by the Borrowers under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii)While any Event of Default exists, the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

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(iii)Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.07Fees.  Each Borrower, jointly and severally, agrees to pay to the Lender a fee equal to 0.50% of the Commitment, payable on the Closing Date.  Such fee shall be fully earned when payable and shall not be refundable for any reason whatsoever.

2.08Computation of Interest and Fees.  All computations of interest for Base Rate Loans when the Base Rate is determined by the Lender’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.10(a), bear interest for one day.

2.09Evidence of Debt.  The Loans made by the Lender shall be evidenced by one or more accounts or records maintained by the Lender in the ordinary course of business.  The accounts or records maintained by the Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lender to the Borrowers and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Borrower hereunder to pay any amount owing with respect to the Obligations.  The Notes shall evidence the Lender’s Loans in addition to such accounts or records.  The Lender may attach schedules to the Notes and endorse thereon the date, Type, amount and maturity of each Loan and payments with respect thereto.  Each determination by the Lender of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.10Payments Generally.

(a)All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Lender at the applicable Lending Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.  All payments received by the Lender after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

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(b)If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(c)The Loan Parties irrevocably authorize the Lender to debit Bank of America Deposit Account #0055151344 (ABA number: 011000138; Account Name: Mentor Management, Inc.) (or such other account as the Loan Parties may have with the Lender from time to time) for all payments due under this Agreement.

(d)Nothing herein shall be deemed to obligate the Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by the Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.11Borrowing Agent.  Each of the Borrowers hereby directs the Lender to disburse the proceeds of each Loan, to or at the direction of Mentor (the “Borrowing Agent”), and such distribution will, in all circumstances, be deemed to be made to the applicable Borrower(s).  From time to time, the Borrowing Agent shall further distribute the proceeds of the Loans to the particular Borrower or Borrowers, and each Borrower represents and warrants that the subsequent receipt and use of such proceeds and benefits by any particular Borrower inures to the economic benefit directly and indirectly of the other Borrowers.  Each Borrower hereby irrevocably designates, appoints, authorizes and directs the Borrowing Agent (including each of the Borrowing Agent’s officers) to act on behalf of such Borrower for the purposes set forth in this Section 2.11, and to act on behalf of such Borrower for purposes of giving notice to the Lender of requests for Loans, conversions and for otherwise giving and receiving notices and certifications under this Agreement or any other Loan Document and otherwise for taking all other action contemplated to be taken by the Borrowing Agent (including each of the Borrowing Agent’s officers) hereunder or under any other Loan Document.  The Lender is entitled to rely and act on the instructions of the Borrowing Agent, by and through any officer, on behalf of each of the Borrowers.  Each Borrower covenants and agrees to assume liability for and to protect, indemnify and hold harmless the Lender from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses (including without limitation, attorneys’ fees), which may be incurred by, imposed or asserted against the Lender, howsoever arising or incurred because of, out of or in connection with the disbursements of any Loan in accordance with this Section 2.11; provided, however, the liability of the Borrowers pursuant to this indemnity shall not extend to any liability, obligation, damage, penalty, claim, cause of action, cost, charge or expense caused by or arising out of the gross negligence or willful misconduct of the Lender.  The Borrowing Agent shall maintain detailed accounting and records of all disbursements and payments made to each Borrower with respect to proceeds of Loans received by it.  Not in any way in limitation of any other provisions set forth herein, such books and records may be reviewed and copied by the Lender at the Borrowing Agent’s expense at reasonable intervals and upon reasonable notice given by the Lender to the Borrowing Agent.

2.12Increase in Commitments.

(a)Provided there exists no Default, upon notice to the Lender, the Borrowing Agent may on a one time basis request an increase in the Commitment by an amount not exceeding $4,000,000.

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(b)The Lender shall notify the Borrowing Agent as to whether or not it agrees to increase the Commitment and, if so, whether by an amount equal to, or less than, such requested increase.

(c)If the Commitment is increased in accordance with this Section, the Lender and the Borrowing Agent shall determine the effective date (the “Increase Effective Date”).

(d)As a condition precedent to such increase, the Borrowing Agent shall deliver to the Lender a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowing Agent, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in subsections (a) and (b) of Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists.

(e)This Section shall supersede any provisions in Section 10.01 to the contrary.

2.13Designated Borrowers.

(a)The Borrowing Agent may at any time, upon not less than 15 Business Days’ notice from the Borrowing Agent to the Lender (or such shorter period as may be agreed by the Lender in its sole discretion), designate any additional direct or indirect, wholly-owned Subsidiary of Mentor acceptable to the Lender, in its reasonable discretion (each an “Applicant Borrower”) to receive Loans hereunder by delivering to the Lender a duly executed notice and agreement in substantially the form of Exhibit B (a “Designated Borrower Request and Assumption Agreement”).  The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Lender shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form and content satisfactory to the Lender as may be required by the Lenders in its reasonable discretion, and a Note signed by such new Applicant Borrower.  If the Lender agrees that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Lender shall send a notice in substantially the form of Exhibit C (a “Designated Borrower Notice”) to the Borrowing Agent specifying the effective date upon which the Applicant Borrower shall constitute a Borrower for purposes hereof, whereupon from and after such Applicant Borrower shall be a “Designated Borrower” and the Lender agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement.  Each Subsidiary that is or becomes a Designated Borrower pursuant to this Section 2.13 shall at all times remain a direct or indirect, wholly-owned Subsidiary of Mentor for so long as such Person is a Designated Borrower.

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(b)Each Subsidiary of Mentor that is orbecomes a Designated Borrower pursuant to this Section 2.13 hereby irrevocably appoints the Borrowing Agent as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, as more particularly set forth in Section 2.11 above.

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01Taxes.

(a)Payments Free of Taxes.  Any and all payments by or on account of any obligation of the Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if any Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)Payment of Other Taxes by the Borrowers.  Without limiting the provisions of subsection (a) above, the Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)Indemnification by the Borrowers.  The Borrowers shall indemnify the Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrowers by the Lender shall be conclusive absent manifest error.

(d)Evidence of Payments.  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.

3.02Illegality.  If the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or its Lending Office to make, maintain or fund LIBOR Floating Rate Loans, or to determine or charge interest rates based upon the LIBOR Monthly Floating Rate, or any Governmental Authority has imposed material restrictions on the authority of the Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by the Lender to the Borrowers,

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any obligation of the Lender to make LIBOR Floating Rate Loans or to convert Base Rate Loans to LIBOR Floating Rate Loans shall be suspended until the Lender notifies the Borrowers that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrowers shall, immediately upon demand from the Lender, prepay or, if applicable, convert all LIBOR Floating Rate Loans to Base Rate Loans.

3.03Inability to Determine LIBOR Floating Rate.  If the Lender determines that for any reason in connection with any request for a LIBOR Floating Rate Loan or a conversion of a Base Rate Loan to a LIBOR Floating Rate Loan that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount of such LIBOR Floating Rate Loan, (b) adequate and reasonable means do not exist for determining the LIBOR Monthly Floating Rate with respect to a proposed LIBOR Floating Rate Loan, or (c) the LIBOR Monthly Floating Rate with respect to a proposed LIBOR Floating Rate Loan does not adequately and fairly reflect the cost to the Lender of funding such Loan, the Lender will promptly so notify the Borrowing Agent.  Thereafter, the obligation of the Lender to make or maintain LIBOR Floating Rate Loans shall be suspended until the Lender revokes such notice.  Upon receipt of such notice, the Borrowers may revoke any pending request for a borrowing of or conversion to a LIBOR Floating Rate Loan or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the amount specified therein.

3.04Increased Costs.

(c)Increased Costs Generally.  If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender (except any reserve requirement reflected in the LIBOR Monthly Floating Rate);

(ii)subject the Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan, or change the basis of taxation of payments to the Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Lender); or

(iii)impose on the Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans;

and the result of any of the foregoing shall be to increase the cost to the Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or any other amount) then, upon request of the Lender, the applicable Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.

(d)Capital Requirements.  If the Lender determines that any Change in Law affecting the Lender or its Lending Office or the Lender’s holding company, if any, regarding capital

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requirements has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital of the Lender’s holding company, if any, as a consequence of this Agreement, the Commitment of the Lender or the Loans made by the Lender, to a level below that which the Lender or the Lender’s holding company could have achieved but for such Change in Law (taking into consideration the Lender’s policies and the policies of the Lender’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender or the Lender’s holding company for any such reduction suffered.

(e)Certificates for Reimbursement.  A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrowers shall be conclusive absent manifest error.  The Borrowers shall pay the Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(f)Delay in Requests.  Failure or delay on the part of the Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of the Lender’s right to demand such compensation, provided that the Borrowers shall not be required to compensate the Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that the Lender notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of the Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05Mitigation Obligations.  If the Lender requests compensation under Section 3.04, or any Borrower is required to pay any additional amount to the Lender or any Governmental Authority for the account of the Lender pursuant to Section 3.01, or if the Lender gives a notice pursuant to Section 3.02, then the Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of the Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Lender.  The Borrowers agree to pay all reasonable costs and expenses incurred by the Lender in connection with any such designation or assignment.

3.06Survival.  Each Borrower’s obligations under this Article III shall survive termination of the Commitment and repayment of all other Obligations hereunder.

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ARTICLE IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01Conditions of Initial Loan.  The obligation of the Lender to make its initial Loan hereunder is subject to satisfaction of the following conditions precedent:

(a)The Lender’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lender:

(i)executed counterparts of this Agreement and Mortgages with respect to each of the Refinanced Properties, sufficient in number for distribution to the Lender and the Borrowing Agent;

(ii)a Note, duly executed by each Borrower;

(iii)such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

(iv)such documents and certifications as the Lender may reasonably require to evidence that each Loan Party is duly organized or formed, existing and in good standing in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(v)a favorable opinion of Ruberto, Israel & Weiner, P.C., counsel to the Loan Parties, addressed to the Lender, as to the matters set forth in Exhibit D and such other matters concerning the Loan Parties and the Loan Documents as the Lender may reasonably request;

(vi)a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

(vii)a certificate signed by a Responsible Officer of Holdings certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

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(viii)evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;

(ix)a Borrowing Base Certificate, dated as of the Closing Date, in the form of Exhibit E, acceptable to the Lender;

(x)evidence of the filing of the Mortgages reflecting the filing in all places required by applicable law to perfect the Liens of the Lender thereunder as a first priority Lien as to Collateral purported to be granted thereunder, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Lender thereunder as first priority Liens in and to such other Collateral as the Lender may require;

(xi)an ALTA Lender’s title policy with respect to each of the Refinanced Properties dated as of the date and time of recording each Mortgage thereon, insuring the first lien priority of such Mortgage and reflecting only such title exceptions as are acceptable to the Lender, together with all endorsements reasonably requested by the Lender;

(xii)Uniform Commercial Code search results showing only those Liens as are acceptable to the Lender;

(xiii)flood certificates for each of the Refinanced Properties in form and substance satisfactory to the Lender;

(xiv)evidence that the U.S. Bank Facility has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the U.S. Bank Facility have been or concurrently with the Closing Date are being released; and

(xv)such other assurances, certificates, documents, consents or opinions as the Lender reasonably may require.

(b)Any fees required to be paid on or before the Closing Date shall have been paid.

(c)The Borrowers shall have paid all fees, charges and disbursements of counsel to the Lender (including special counsel in each jurisdiction where a Mortgage is to be filed) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Lender).

(d)The Closing Date shall have occurred on or before May 31, 2005.

4.02Conditions to all Loans.  The obligation of the Lender to make any Loan is subject to the following conditions precedent:

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(a)The representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Loan, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

(b)No Default shall exist, or would result from such proposed Loan.

(c)The Lender shall have received a Loan Notice in accordance with the requirements hereof.

(d)The Lender shall have received the Mortgages and other deliveries required by Section 6.09.

Each Loan Notice (other than a Loan Notice requesting only a conversion of a Loan to the other Type) submitted by the Borrowing Agent shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Loan.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

To induce the Lender to enter into this Agreement and to make the Loans, Holdings, Mentor and the Borrowers hereby jointly and severally represent and warrant to the Lender that

5.01Financial Condition.

(a)The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(b)The unaudited consolidated balance sheet of Holdings and its Subsidiaries dated December 31, 2004, and the related consolidated and consolidatingstatements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period

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covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c)Except as set forth on Schedule 7.02(d), as of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any Swap Agreements or foreign currency swap or exchange transactions or other obligations in respect of derivatives, that are not reflected in the financial statements referenced in subparagraph (b) above.

5.02No Change.  Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

5.03Existence; Compliance with Law.  Each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (provided that each of Unlimited Quest, Inc. may not, on the date hereof, be in good standing in its jurisdiction of organization but such failure to be in good standing would not reasonably be expected to have a Material Adverse Effect), (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.04Power; Authorization; Enforceable Obligations.  Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement.  No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 5.04, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 5.19.  Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto.  This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

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5.05No Legal Bar.  The execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any material Contractual Obligation of any Group Member (other than the Magellan Note Documents) and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Mortgages).

5.06Litigation.  Except as set forth on Schedule 5.06, no litigation, or to the knowledge of Holdings, Mentor or any Borrower, no investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of Holdings, Mentor or any Borrower, threatened by or against any Group Member or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, (b) as of the Closing Date, with respect to the Magellan Seller Notes, or (c) that would reasonably be expected to have a Material Adverse Effect.

5.07No Default.  Except as set forth on Schedule 5.07, no Group Member is in default under or with respect to any of its Contractual Obligations in any respect that would reasonably be expected to have a Material Adverse Effect.  No Event of Default has occurred and is continuing.

5.08Ownership of Property; Liens.  Each Group Member has marketable title to, or a valid leasehold interest in, all its real property, and marketable title to, or a valid leasehold interest in, all its material other property, and none of such property is subject to any Lien except as permitted by Section 7.03.  Without limitation of the foregoing, each Borrower has marketable fee simple title in the Mortgaged Properties subject to the Mortgages executed by it, including the Refinanced Property subject to each such Mortgage.

5.09Licenses, Intellectual Property.  Except as in the aggregate would not reasonably be expected to have a Material Adverse Effect or as set forth in Schedule 5.09 (all of which items set forth in Schedule 5.09 in the aggregate would not reasonably be expected to have a Material Adverse Effect), each Group Member has all necessary licenses, permits, franchises, rights to participate in, or the benefit of valid agreements to participate in material Third Party Payor Programs and other rights necessary for the conduct of its business and for the intended use of its properties and assets to the extent necessary to ensure no material interruption in cash flow.  Each Group Member owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted except to the extent that a failure would not reasonably be expected to have a Material Adverse Effect.  No material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does Holdings, Mentor or any Borrower have knowledge of any valid basis for any such claim.  Except as would not reasonably be expected to result in a Material Adverse Effect, the use of Intellectual Property by each Group Member does not infringe on the rights of any Person in any material respect.

5.10Taxes.  Each Group Member has filed or caused to be filed all Federal, material state and other material tax returns that are required to be filed and has paid all material taxes

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shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member); no tax Lien has been filed (other than Permitted Liens), and, to the knowledge of Holdings, Mentor or any Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.

5.11Federal Regulations.  No part of the proceeds of any Loans will be used (a) for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or (b) for any purpose that violates the provisions of the Regulations of the Board.

5.12Labor Matters.  Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect:  (a) there are no strikes or other labor disputes against any Group Member pending or, to the knowledge of Holdings, Mentor or any Borrower, threatened; (b) hours worked by and payment made to employees of each Group Member have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Group Member on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Group Member.

5.13ERISA.  Except as would not reasonably be expected to have a Material Adverse Effect, (i) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan during such five-year period has complied in all material respects with the applicable provisions of ERISA and the Code, (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period and (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount.  To the best of Holdings, Mentor or any Borrower’s knowledge, neither Mentor nor any Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and to the best of Holdings, Mentor or any Borrower’s knowledge, neither Mentor nor any Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if Mentor, such Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made.  No such Multiemployer Plan is in Reorganization or Insolvent.

5.14Investment Company Act; Other Regulations.  No Loan Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.  No Loan Party is subject to

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regulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability to incur Indebtedness.

5.15Subsidiaries.  Attached hereto as Schedule 5.15(a) is an organization chart of each Loan Party and its Subsidiaries as of the Closing Date.  Except as disclosed to the Lender by Holdings, Mentor or the Borrowers in writing from time to time after the Closing Date, (a) Schedule 5.15(b) sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of Mentor or any Subsidiary, except as created by the Loan Documents.

5.16Use of Proceeds.  The proceeds of the Loans shall be used (a) to refinance mortgage loans and related indebtedness of the Borrowers under the U.S. Bank Facility with respect to the Refinanced Properties and any notes issued by the Borrowers thereunder, and (b) to purchase Acquired Properties.

5.17Environmental Matters.  Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect:

(a)the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any applicable Environmental Law;

(b)no Group Member has received any notice of any violation, alleged violation, noncompliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does Holdings, Mentor or any Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;

(c)Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that would reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that would reasonably be expected to give rise to liability under, any applicable Environmental Law;

(d)with respect to any liability arising under any Environmental Law, no judicial proceeding or governmental or administrative action is pending or, to the best knowledge of Holdings, Mentor or any Borrower, threatened, to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;

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(e)there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that would reasonably be expected to give rise to liability under Environmental Laws;

(f)the Properties and all operations at the Properties are in compliance, and within all applicable statute-of-limitations periods have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and

(g)no Group Member has assumed, contractually or by operation of law, any liability of any other Person under Environmental Laws.

5.18Accuracy of Information, etc.  No statement or factual information with respect to any Loan Party or any of its Subsidiaries contained in this Agreement, any other Loan Document or any other factual document, certificate or statement (other than any projections, pro formas or other estimates with respect to any Loan Party or any of its Subsidiaries) furnished by or by Persons directed on behalf of any Loan Party to the Lender, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading.  The projections and pro forma financial information contained in the materials referenced above were, and the projections hereafter delivered, when delivered, will be based upon good faith estimates and assumptions believed by management of each Loan Party to be reasonable at the time made and no Loan Party knows as of the date hereof any fact making such estimates and assumptions no longer true in any material respects, it being recognized by the Lender that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.  There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents.

5.19Mortgages.  Each of the Mortgages is effective to create in favor of the Lender, a legal, valid and enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) Lien on the Mortgaged Properties and other Collateral described therein and proceeds thereof, and when the Mortgages are filed in the appropriate recording offices and financing statements or other filings specified on Schedule 5.19(a) in appropriate form are filed in the offices so specified on Schedule 5.19(a) each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties, the Collateral and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that the security interest created in such real property and the Mortgaged Property may be subject to the Permitted Liens related thereto).

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5.20Solvency.  The Loan Parties on a consolidated basis are, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith will be and will continue to be, Solvent.

5.21Senior Indebtedness.  The obligations of Mentor and each Borrower hereunder constitute “Senior Debt” under and as defined in the Senior Subordinated Note Indenture.

5.22Regulation H.  Except as set forth on Schedule 5.22, no Mortgaged Property on the Closing Date is located within an area that has been designated or identified as an area having special flood hazards as defined in the Federal Flood Disaster Protection Act of 1973, as amended and in effect on the Closing Date.

ARTICLE VI.
AFFIRMATIVE COVENANTS

Holdings, Mentor and each Borrower hereby jointly and severally agree that, so long as the Commitment remains in effect or any Loan or other amount is owing to the Lender (other than any contingent indemnification obligation surviving after the termination of this Agreement) hereunder, Holdings, Mentor and each Borrower shall and shall cause each of its Subsidiaries, directly or indirectly, to:

6.01Financial Statements.  Furnish to the Lender:

(a)as soon as available, but in any event within 90 days after the end of each fiscal year of Holdings, a copy of the audited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young LLP or other independent certified public accountants of nationally recognized standing;

(b)as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of Holdings, the unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the same quarter in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes); and

(c)as soon as available, but in any event not later than 45 days after the end of each month occurring during each fiscal year of Holdings (other than the third, sixth, ninth and twelfth such month), the unaudited consolidated balance sheet of Holdings and its Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the same month in the previous year,

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certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes).

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or a Responsible Officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.  With regard to interim financial statements, such interim financial statements will not include all of the information and footnotes required by GAAP for complete financial statements.  However, all adjustments (consisting of normal, recurring accrual) considered necessary for a fair presentation will be included therein.

6.02Certificates; Other Information.  Furnish to the Lender:

(a)If requested by the Lender, concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;

(b)concurrently with the delivery of any financial statements pursuant to Section 6.01(a) and (b), (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein (including detail with respect to any calculation of Consolidated EBITDA, including, without limitation, detailed information with respect to any add-backs, including any such add-backs for anticipated payments or reimbursements which were not paid or reimbursed) as of the last day of the fiscal quarter or fiscal year of Holdings, as the case may be;

(c)as soon as available, and in any event no later than 60 days after the end of each fiscal year of Holdings and its Subsidiaries, a detailed consolidated budget for the following fiscal year (and no later than 90 days after the end of each fiscal year of Holdings, a detailed projected consolidated balance sheet of Holdings and its consolidated Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall be prepared in a manner so that the representations and warranties set forth in Section 5.18 are true and correct in all material respects;

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(d)no later than 10 Business Days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to the Syndicated Credit Agreement or the Senior Subordinated Note Indenture;

(e)within five Business Days after the same are sent, copies of all financial statements and reports that Holdings or Mentorsends to the holders of any class of its debt securities other than the Lender (including, without limitation, the holders of the Magellan Seller Notes) or public equity securities and, within five Business Days after the same are filed, copies of all financial statements and reports that Holdings or Mentor may make to, or file with, the SEC; and

(f)promptly, such additional financial and other information concerning a Group Member as the Lender may from time to time reasonably request.

6.03Payment of Obligations.  Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where (i) the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member or (ii) the failure to pay would reasonably be expected to result in a Material Adverse Effect.

6.04Maintenance of Existence; Compliance.  (a)(i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.04 and except, in the case of clause (ii) above, to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations except to the extent that failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and Requirements of Law except to the extent that failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.05Maintenance of Property; Insurance.

(a)Keep all material property useful and necessary in its business in good working order and condition, ordinary wear and tear and ordinary damage by casualty excepted and maintain with financially sound and reputable insurance companies insurance (or pursuant to self-insurance to the extent commercially reasonable) on all its property (other than vehicles) in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are required by the Mortgages and as are usually insured against in the same general area by companies engaged in the same or a similar business and of similar size; provided that the insurance amount for general liability insurance of each of Mentorand the Borrowers shall in no event be less than $4,000,000 (which shall be available after any reasonable self-insurance or effective deductibles, which at the date hereof are $1,000,000 per occurrence and $2,000,000 for all occurrences).

(b)Keep all of its insurable properties now or hereafter owned adequately insured at all times against loss or damage by fire or other casualty to the extent customary with respect to

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like properties of companies conducting similar businesses and of a similar size and to the extent reasonably required by the Lender; maintain general liability, professional liability, business interruption and workers’ compensation insurance insuring each Loan Party and each Subsidiary thereof to the extent customary with respect to companies conducting similar businesses and of a similar size, all by financially sound and reputable insurers (or pursuant to self insurance to the extent commercially reasonable) and furnish to the Lender satisfactory evidence of the same (including, if requested by the Lender, certification by a Responsible Officer of the timely renewal of, and timely payment of all insurance premiums payable under, all such policies), notify the Lender of any material reduction in the insurance maintained on its properties in the aggregate or on any Mortgaged Property after the date hereof and furnish the Lender reasonably satisfactory evidence of any such change; and provide that each insurance policy maintained or required to be maintained by any Loan Party shall (i) name the Lender as loss payee pursuant to a so-called “standard mortgagee clause” or “Lender’s loss payable endorsement”, with respect to property coverage of such Loan Party carried as to the Mortgaged Properties, and shall name the Lender as an additional insured, with respect to general liability coverage carried by each of Holdings, Mentor and the Borrowers, (ii) provide that no action of any Loan Party or any Subsidiary or any other Person shall void any such policy as to the Lender, (iii) provide that the insurer(s) shall endeavor to notify the Lender of any proposed cancellation of such policy at least 30 days in advance thereof (unless such proposed cancellation arises by reason of non-payment of insurance premiums in which case such notice shall be given at least 10 days in advance thereof) and that the Lender will have the opportunity to correct any deficiencies justifying such proposed cancellation and (iv) cause any Insurance Subsidiary to (x) conduct its insurance business in compliance with all applicable insurance laws, rules, regulations and orders and using sound actuarial principles and (y) maintain usual and customary stop-loss coverage and excess coverage reinsurance for individual claims.  The insurance premiums and other expenses charged by any Insurance Subsidiary to Mentor or any Borrower and its Subsidiaries shall be reasonable and customary.  Mentor will provide the Lender (A) copies of any outside actuarial reports prepared with respect to any projection, valuation or appraisal of any Insurance Subsidiary promptly after receipt thereof and (B) once each year promptly after receipt thereof, an actuarial opinion with respect to any Insurance Subsidiary from a recognized actuarial firm reasonably satisfactory to the Lender.

(c)With respect to each Mortgaged Property listed on Schedule 5.22 and each other Mortgaged Property located within an area that has been or is hereafter designated or identified as an area having special flood hazards as defined in the Federal Flood Disaster Protection Act of 1973, as such act may from time to time be amended and in effect, or pursuant to any other national or state program of flood insurance, the Borrower that owns such Mortgaged Property shall carry flood insurance with respect to such Mortgaged Property in an amount not less than the maximum amount available under the Flood Disaster Protection Act of 1973 and the regulations issued pursuant thereto, as amended from time to time, in form complying with the “insurance purchase” requirement of that Act.

6.06Inspection of Property; Books and Records; Discussions.  (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities, and (b) permit representatives of the Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records (other than

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materials protected by the attorney-client privilege and materials which such person may not disclose without violation of a confidentiality obligation binding upon it) at any reasonable time (and upon reasonable notice unless an Event of Default exists) and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Group Members with officers and employees of the Group Members and with their independent certified public accountants (provided Mentor is given an opportunity to be present at such meetings).

6.07Notices.  Promptly give notice to the Lender:

(a)the occurrence of any Default or Event of Default;

(b)any (i) default or event of default under any Contractual Obligation of any Group Member or (ii) litigation, investigation or proceeding that may exist at any time between any Group Member and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;

(c)any litigation or proceeding affecting any Group Member (i) in which the amount involved would be reasonably expected to result in a liability or judgment of is $5,000,000 or more in excess of that fully covered by insurance or (ii) in which injunctive or similar relief is sought (if such injunctive or similar relief would reasonably be expected to result in a Material Adverse Effect);

(d)the following events, as soon as possible and in any event within 30 days after any Responsible Officer of Holdings, Mentor or any Borrower, as applicable, knows or has reason to know thereof:  (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Single Employer or Multiemployer Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or Holdings, Mentor, any Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer or Multiemployer Plan; provided, however that notice shall only be required for any event described in (i) or (ii) that would reasonably be expected to result in a liability or judgment of $5,000,000 or more;

(e)any development or event that has had or would reasonably be expected to have a Material Adverse Effect; and

(f)if all or any part of any Mortgaged Property is subject to a casualty or other damage in excess of $25,000, any taking under power of eminent domain or by condemnation or similar proceeding (including any conveyance made in settlement of any such proceeding or threatened proceeding) or other event that in the reasonable discretion of the such Person materially reduces the fair market value thereof.

Each notice pursuant to this Section 6.07 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the relevant Group Member proposes to take with respect thereto.

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6.08Environmental Laws.  (a)  Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, at the Properties with, all applicable Environmental Laws, and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws.  This clause (a) shall be deemed not breached by a noncompliance with the foregoing if, upon learning of such noncompliance, any affected Group Member promptly undertakes reasonable efforts to eliminate such noncompliance, and such noncompliance and the elimination thereof, in the aggregate with any other noncompliance with any of the foregoing and the elimination thereof, could not reasonably be expected to have a Material Adverse Effect or to materially and adversely affect the value of the property secured by any of the Mortgages.

(b)Conduct and complete all material investigations, studies, sampling and testing, and all material remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws in each case.  This clause (b) shall be deemed not breached by a failure to comply with such an order or directive if any affected Group Member timely challenges in good faith such order or directive in a manner consistent with all applicable Environmental Laws and pursues such challenge diligently, and the pendency and pursuit of such challenge, in the aggregate with the pendency and pursuit of any other such challenges, could not reasonably be expected to have a Material Adverse Effect or to materially and adversely affect the value of the property secured by any of the Mortgages.

6.09Additional Mortgages, etc.  (a)  With respect to any Acquired Property, on or before the date of Loan being utilized to acquire such property (i) execute and deliver to the Lender such Mortgages or such other documents (including, to the extent required by the Lender, opinions of counsel), each in form and substance satisfactory to the Lender, as the Lender reasonably deems necessary or advisable to the grant to the Lender a first priority mortgage or deed of trust Lien on such property, subject only to Permitted Liens, (ii) record such Mortgage and take all other actions necessary or advisable to grant to the Lender a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably required by the Mortgages or by law or as may be requested by the Lender, and (iii) deliver to the Lender: (A) an ALTA Lender’s title policy dated as of the date and time of recording such Mortgage, insuring the first lien priority of such Mortgage and reflecting only such title exceptions as are acceptable to the Lender, together with all endorsements reasonably requested by the Lender; (B) satisfactory flood certificates with respect to such Mortgaged Property; and (C) evidence of insurance for such Mortgaged Property as required by Section 6.05 and the applicable Mortgage.

(b)Upon the request of the Borrowing Agent, any Mortgaged Property as to which the requirements of Section 6.09(a) have been satisfied may be included in the Borrowing Base upon receipt by the Lender of (A) a Borrowing Base Certificate giving effect to the inclusion of such Mortgaged Property, and (B) an Acceptable Appraisal.

(c)Furthermore, the Borrowers shall cause to be delivered to the Lender such opinions of counsel, title insurance (and endorsements thereto), appraisals, and other reports,

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certificates and documents as may be requested by the Lender with respect to any Mortgaged Property, including, if the Lender determines that it is required by law or regulation to have appraisals prepared in respect of any real property, appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which shall be in form and substance satisfactory to the Lender.

ARTICLE VII.
NEGATIVE COVENANTS

Holdings, Mentor and each Borrower hereby jointly and severally agree that, so long as the Commitment remains in effect or any Loan or other amount is owing to the Lender (other than any contingent indemnity obligation surviving after the termination of this Agreement) hereunder, Holdings, Mentor and each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

7.01Financial Condition Covenants.

(a)Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of Holdings (or, if less, the number of full fiscal quarters subsequent to November 4, 2004) ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter:

Fiscal Quarter	Consolidated Leverage Ratio
June 30, 2005
to December 31, 2005	5.75 to 1.00
March 31, 2006
to June 30, 2006	5.50 to 1.00
September 30, 2006
to December 31, 2006	5.25 to 1.00
March 31, 2007
to June 30, 2007	5.00 to 1.00
September 30, 2007
to December 31, 2007	4.75 to 1.00
March 31, 2008
to June 30, 2008	4.50 to 1.00
September 30, 2008
to December 31, 2008	4.25 to 1.00
March 31, 2009
to June 30, 2009	4.00 to 1.00

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September 30, 2009
to December 31, 2009	3.75 to 1.00
March 31, 2010	3.50 to 1.00

(b)Consolidated Interest Coverage Ratio.  Permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of Holdings (or, if less, the number of full fiscal quarters subsequent to November 4, 2004) ending with any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter:

Fiscal Quarter	Consolidated Interest Coverage Ratio
June 30, 2005
to December 31, 2005	2.10 to 1.00
March 31, 2006
to December 31, 2006	2.20 to 1.00
March 31, 2007	2.25 to 1.00
June 30, 2007	2.30 to 1.00
September 30, 2007
to December 31, 2007	2.35 to 1.00
March 31, 2008	2.40 to 1.00
June 30, 2008	2.45 to 1.00
September 30, 2008
to March 31, 2009	2.50 to 1.00
June 30, 2009
to March 31, 2010	2.75 to 1.00

7.02Indebtedness.  Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:

(a)Indebtedness of any Loan Party pursuant to any Loan Document;

(b)Indebtedness of Mentor to any Subsidiary and of any Borrower to Mentor or any other Borrower;

(c)Guarantee Obligations incurred in the ordinary course of business by Holdings or any of its Subsidiaries of obligations of any Borrower or, to the extent permitted by the Syndicated Credit Agreement, any Wholly Owned Subsidiary;

(d)Indebtedness outstanding on the date hereof and listed on Schedule 7.02(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof);

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(e)Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.03(g) in an aggregate principal amount not to exceed, when taken together with the principal amount of all Loans then outstanding under this Agreement, $20,000,000 at any one time outstanding;

(f)(i) Indebtedness of Mentor in respect of the Senior Subordinated Notes in an aggregate principal amount not to exceed $150,000,000; and (ii) Guarantee Obligations of any Subsidiary in respect of such Indebtedness, provided that such Guarantee Obligations are subordinated to the same extent as the obligations of Mentor in respect of the Senior Subordinated Notes;

(g)Indebtedness of Mentor or any of its Subsidiaries acquired or assumed pursuant to a Permitted Acquisition, which Indebtedness was in existence at the time of such Permitted Acquisition and not incurred in contemplation thereof, in each case subject to the limitations specified in clause (h) of this Section 7.02;

(h)any other Indebtedness of Mentor or any of its Subsidiaries (including any Indebtedness of the types referred to in clause (1) of this Section 7.02 in excess of $5,000,000 permitted thereunder), and any refinancings, refundings, renewals or extensions of any such Indebtedness, in an aggregate amount as to Indebtedness incurred pursuant to clauses (g) and (h) of this Section 7.02 (plus the then outstanding aggregate amount of any refinancings, refundings, renewals or extensions of such Indebtedness and the Net Payment Amount of any outstanding Sale Leaseback Transactions entered into pursuant to Section 7.11) not exceeding $30,000,000 at any one time outstanding; provided, however, in no event shall any Indebtedness of Permitted Foreign Subsidiaries, together with Investments made pursuant to Section 7.08(x), exceed $3,000,000 at any one time outstanding;

(i)Indebtedness of Holdings to Mentor to the extent the related advance would be permitted to be made as a Restricted Payment hereunder (it being understood that any such advance shall be deemed to be and shall count as a Restricted Payment for purposes of Section 7.06);

(j)Indebtedness under performance, surety, statutory or appeal bonds or with respect to worker’s compensation claims or other bonds permitted under Section 7.03;

(k)Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections and otherwise in connection with deposit accounts.

(l)Indebtedness consisting of Earnout Obligations and promissory notes or similar obligations issued by any Loan Party relating to licenses to be acquired in connection with a Permitted Acquisition that cannot be transferred to such Loan Party prior to or concurrently with the consummation of such Permitted Acquisition, in an aggregate amount (valuing Earnout Obligations only to the extent then required to be included on a consolidated balance sheet of Holdings) not exceeding $5,000,000 at any one time outstanding;

(m)Indebtedness consisting of promissory notes issued by Holdings or Mentor to officers, directors and employees of Holdings, Mentor or any Subsidiary of Mentor to purchase or redeem Capital Stock of Mentor or Holdings to the extent permitted hereunder, in an

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aggregate amount not exceeding $1,000,000 at any time outstanding to the extent not constituting Subordinated PIK Debt;

(n)Subordinated PIK Debt of Holdings in an aggregate amount not exceeding $30,000,000 at any one time outstanding incurred by it in connection with Permitted Acquisitions or Investments permitted hereunder, plus the aggregate amount of interest on such Subordinated PIK Debt paid in kind or through accretion or capitalization; provided that for purposes of this Section 7.02(n), any Subordinated PIK Debt in the form of redeemable preferred stock of Holdings shall be deemed to constitute Indebtedness;

(o)Indebtedness under Swap Agreements permitted pursuant to Section 7.12 and obligations owed by Holdings, Mentor or any of its Subsidiaries in respect of any overdraft and other liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds to the extent permitted under the Syndicated Credit Agreement;

(p)Indebtedness of Mentor that may be deemed to exist under any acquisition agreement pertaining to acquisitions consummated prior to the Closing Date; and

(q)Indebtedness underthe Syndicated Credit Agreement and related loan documents.

7.03Liens.  Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:

(a)Liens for taxes, assessments, charges or other governmental levies not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Mentor or its Subsidiaries, as the case may be, in conformity with GAAP;

(b)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 60 days or that are bonded off and being contested in good faith by appropriate proceedings;

(c)pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability insurance carriers under insurance or self insurance arrangements;

(d)deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, contractual or warranty obligation, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e)easements, rights-of-way, restrictions and other similar encumbrances that, in the aggregate, do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Mentor or any of its Subsidiaries;

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(f)Liens in existence on the date hereof listed on Schedule 7.03(f), securing Indebtedness permitted by Section 7.02(d), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased;

(g)Liens securing Indebtedness of Mentor or any of its Subsidiaries incurred pursuant to Section 7.02(e) solely to finance the acquisition or construction of new equipment, fixed assets or real property or the refinancing of real property, provided that, (i) such Liens shall be created (other than in connection with real property refinancings) within 90 days after the acquisition of such new equipment, fixed assets or real property and (ii) such Liens do not at any time encumber any property other than the equipment, fixed assets or real property financed by such Indebtedness;

(h)Liens created pursuant to the Mortgages;

(i)contractual or statutory Liens of landlords and Liens of suppliers (including sellers of goods) and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business;

(j)rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions whether arising by contract or operation of law, incurred in the ordinary course of business so long as such deposits are not intended to be collateral for any obligations;

(k)Liens attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Acquisition;

(l)Liens arising from precautionary UCC financing statements regarding operating leases not constituting Indebtedness or consignments;

(m)Liens securing Indebtedness permitted hereunder on property or assets acquired pursuant to a Permitted Acquisition or permitted Investment, or on property or assets of a Subsidiary of Mentor in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition or permitted Investment, provided that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition or permitted Investment and do not attach to any other asset of Mentor or any of its Subsidiaries;

(n)Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(o)Liens encumbering customary initial deposits and margin deposits, and similar Liens and margin deposits, and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business;

(p)Liens incurred in connection with the purchase or shipping of goods or assets on the related goods or assets and proceeds thereof in favor of the seller or shipper of such goods or assets;

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(q)Liens in favor of customs and revenues authorities which secure payment of customs duties in connection with the importation of goods;

(r)Liens arising out of judgments or awards not constituting an Event of Default under Section 8.01(h);

(s)any interest or title of a licensor, sublicensor, lessor or sublessor under any license or lease agreement in the ordinary course of business not interfering with the business of Mentor or any of its Subsidiaries;

(t)licenses, sublicenses, leases or subleases granted to third Persons in the ordinary course of business not interfering in any material respect with the business of Mentor or any of its Subsidiaries;

(u)Liens which arise under Article 4 of the UCC on items in collection and documents and proceeds related thereto;

(v)Liens incurred in the ordinary course of business of Mentor or any Subsidiary not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to Mentor and all Subsidiaries) $5,000,000 at any one time;

(w)any escrow arrangement in respect of the obligations of Holdings and its Subsidiaries under the Magellan Note Documents, so long as the funds funded into escrow do not exceed the amount outstanding under the Magellan Seller Notes plus interest expected to accrue thereon during a period not to exceed two years; and

(x)Liens securing the obligations under the Syndicated Credit Agreement; provided, that such Liens shall not encumber any of the Mortgaged Properties.

7.04Fundamental Changes.  Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except that:

(a)any Subsidiary of Mentor may be merged or consolidated with or into Mentor (provided that Mentor shall be the continuing or surviving corporation) or with or into any Borrower or, to the extent permitted by the Syndicated Credit Agreement, any other Subsidiary(provided that, to the extent any such transaction involves a Borrower,a Borrower shall be the continuing or surviving corporation);

(b)any Subsidiary of Mentor may Dispose of any or all of its assets (i) to Mentor, any Borrower or, to the extent permitted by the Syndicated Credit Agreement, any other Subsidiary(upon voluntary liquidation or otherwise) or (ii) pursuant to a Disposition permitted by Section 7.05; provided, in each case, that to the extent the Subsidiary making such Disposition is a Borrower,such assets shall be Disposed of to anotherBorrower; and

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(c)any Investment expressly permitted by Section 7.08 may be structured as a merger, consolidation or amalgamation (provided that, to the extent any such transaction involves a Borrower,a Borrower shall be the continuing or surviving corporation).

7.05Disposition of Property.  Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

(a)the Disposition of obsolete or worn out property in the ordinary course of business;

(b)the Disposition of Cash Equivalents and sale of inventory in the ordinary course of business;

(c)Dispositions permitted by clause (i) of Section 7.04(b);

(d)the sale or issuance of any Subsidiary’s Capital Stock to Mentor or, to the extent permitted by the Syndicated Credit Agreement, any other Subsidiary;

(e)the Disposition of other property (other than a Home Sale) in the aggregate having a book value not exceeding (i) 10% of the consolidated tangible assets of Mentor and its Subsidiaries in any fiscal year of Mentor or (ii) 15% of the consolidated tangible assets of Mentor and its Subsidiaries in the aggregate from and after the Closing Date (with consolidated tangible assets being determined at the time of any such Disposition by reference to the most recent consolidated financial statements delivered pursuant to Section 6.01); provided that not less than 75% of the total consideration for any such Disposition shall be paid to Mentor in cash or within 180 days after the consummation of such disposition is reasonably expected to and shall be converted into cash;

(f)Home Sales and Asset Sales by Mentor or any of its Subsidiaries the Net Cash Proceeds of which do not exceed $5,000,000 in the aggregate in any fiscal year; provided, that, to the extent any such Home Sale involves any Mortgaged Property, a prepayment of Loans is made to the extent required by Section 2.03(b);

(g)Mentor and any of its Subsidiaries may transfer assets to Mentor, any Borrower and, to the extent permitted by the Syndicated Credit Agreement, any other Subsidiary; provided, in each case, that to the extent the Subsidiary making such transfer is a Borrower,such assets shall be transferred to anotherBorrower;

(h)Mentor and its Subsidiaries shall be permitted to make Permitted Dispositions;

(i)Mentor and its Subsidiaries shall be permitted to sell or otherwise dispose of property and other assets in connection with Sale Leaseback Transactions permitted hereunder; and

(j)other Home Sales involving real property (other than all or any portion of any Mortgaged Property) sold in the sale-leaseback type transactions that do not qualify as a Sale Leaseback Transaction hereunder to the extent permitted by the Syndicated Credit Agreement.

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7.06Restricted Payments.  Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (collectively, “Restricted Payments”), except that:

(a)any Subsidiary may make Restricted Payments to Mentor, any Borrower or, to the extent permitted by the Syndicated Credit Agreement, any other Subsidiary; provided that no such distribution shall include all or any part of any Mortgaged Property;

(b)(i) so long as no Default or Event of Default shall have occurred and be continuing, Mentor may pay dividends to Holdings to permit Holdings to purchase Holdings’ Capital Stock from present or former officers or employees of any Group Member, their estates and their heirs upon the death, disability or termination of employment of such officer or employee, provided, that the aggregate amount of payments under this clause (i) after the date hereof (net of any proceeds received by Holdings and contributed to Mentor after the date hereof in connection with resales of any Capital Stock) shall not exceed either (x) $3,000,000 in cash in the aggregate during any fiscal year plus (A) the balance of any such $3,000,000 limit not used in any fiscal year (which may be used in any subsequent fiscal year), (B) the amount of any equity contribution made to Mentor for the purpose of such repurchase, and (C) the proceeds of any key-man life insurance with respect to such employee paid to Holdings, Mentor or any of its Subsidiaries; or (y) $10,000,000 in cash in the aggregate for 2005 and all fiscal years thereafter and (ii) Mentor may pay dividends to Holdings to permit Holdings to pay Management Fees.

(c)Mentor may pay dividends to provide for the payment for customary corporate indemnities owing to directors of Holdings, Mentor, its Subsidiaries or any of their Affiliates in the ordinary course of business;

(d)Holdings may make Restricted Payments in the form of repurchases of its Capital Stock deemed to occur upon the non cash exercise of stock options and warrants;

(e)Holdings or Mentor may make other Restricted Payments made with Net Cash Proceeds of the issuance by it of Permitted Capital Stock to the extent permitted by the Syndicated Credit Agreement;

(f)Holdings and its Subsidiaries may pay dividends through issuance of Permitted Capital Stock and may redeem any Capital Stock in exchange for other Permitted Capital Stock;

(g)Mentor may make Restricted Payments to Holdings to enable it to make payments required to be made by it pursuant to any acquisition agreement pertaining to acquisitions by Mentor and its Subsidiaries consummated prior to the Closing Date and Permitted Acquisitions by Mentor and its Subsidiaries thereafter; and

(h)Mentor may directly or indirectly make distributions to Holdings or make payments on behalf of Holdings, to the extent necessary to pay the taxes and the operating and

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administrative expenses of Holdings incurred in the ordinary course of its business including, without limitation, reasonable directors’ fees and expenses.

7.07Capital Expenditures.  Make or commit to make any Capital Expenditure, (a) except (a) Capital Expenditures of Mentor and its Subsidiaries not exceeding $20,000,000 in fiscal year 2005; not exceeding $22,500,000 in fiscal year 2006; not exceeding $25,000,000 for fiscal year 2007; not exceeding $27,500,000 in fiscal year 2008, and not exceeding $30,000,000 in any fiscal year thereafter; provided, that (i) up to 100% of any such amount referred to above, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year and (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be deemed made, first, in respect of amounts carried over from the prior fiscal year pursuant to clause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above, (b) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount, (c) Capital Expenditures made with the proceeds of equity contributions; and (d) Capital Expenditures made with proceeds obtained through third party financing permitted hereunder.

7.08Investments.  Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”), except in the case of Holdings and any of its Subsidiaries (other than any Insurance Subsidiary unless otherwise expressly included in this Section 7.08 or permitted by Section 7.17):

(a)accounts receivable and other extensions of trade credit by Mentor and its Subsidiaries in the ordinary course of business and advances made to Alliance Human Services in the ordinary course of business;

(b)Investments in Cash Equivalents;

(c)Guarantee Obligations permitted by Section 7.02;

(d)Investments in assets useful in the business of Mentor and its Subsidiaries made by Mentor or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount;

(e)intercompany Investments by any Group Member in Mentor or any Person that, prior to such investment, is a Borrower or, to the extent permitted by the Syndicated Credit Agreement, any other Subsidiary;

(f)existing Investments as listed on Schedule 7.08(g);

(g)Capital Expenditures to the extent permitted under this Agreement;

(h)Permitted Acquisitions;

(i)to the extent permitted by the Syndicated Credit Agreement, the formation of and Investments in new Subsidiaries of Mentor (other than Permitted Foreign Subsidiaries and Insurance Subsidiaries) and in connection with Permitted Acquisitions;

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(j)Investments by Holdings, Mentor or any of their respective Subsidiaries in Mentor, any Borrower or, to the extent permitted by the Syndicated Credit Agreement, any other Person;

(k)Mentor and its Subsidiaries may receive and own Capital Stock or other investments acquired as non-cash consideration pursuant to dispositions permitted under Section 7.05;

(l)Mentor and its Subsidiaries may make pledges and deposits permitted under Section 7.03;

(m)Mentor and its Subsidiaries may make investments and guarantees expressly permitted under Sections 7.02, 7.04, 7.05 and 7.06;

(n)Mentor and its Subsidiaries may make an advance or an investment that could otherwise be made as a Restricted Payment to the extent the related advance or investment would be permitted under Section 7.06 (it being understood that any such advance or investment shall be deemed to be and shall count as a Restricted Payment for purposes of Section 7.06);

(o)Mentor and its Subsidiaries may hold Investments to the extent such Investments reflect an increase in the value of Investments and would otherwise exceed the limitations herein;

(p)Investments consisting of endorsements for collection or deposit in the ordinary course of business;

(q)Investments in deposit accounts opened and maintained in the ordinary course of business;

(r)Holdings and Mentor may acquire and hold promissory notes of employees of Holdings or its Subsidiaries in connection with such Person’s purchase of Permitted Capital Stock of Holdings;

(s)Investments received in connection with any bankruptcy or reorganization of, or any good faith settlement of delinquent accounts and disputes with, any customer or supplier arising in the ordinary course of business;

(t)Mentor may enter into Swap Agreements that are not speculative in nature to the extent otherwise permitted hereunder;

(u)any Investments relating to deferred compensation of Holdings, Mentor and their respective Subsidiaries;

(v)Investments by Mentor and its Subsidiaries in Permitted Acquisitions made with the proceeds of any Reinvestment Deferred Amounts;

(w)Investments by Mentor or any Subsidiary of Mentor in any Permitted Foreign Subsidiary (including the formation thereof), which, together with Indebtedness of Foreign

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Subsidiaries permitted to be outstanding pursuant to Section 7.02(h), does not exceed $3,000,000 at any time outstanding;

(x)Investments by Mentor or any Wholly-Owned Subsidiary in any Insurance Subsidiary (including in respect of the formation thereof) solely to the extent permitted by Section 7.18(b);

(y)other Investments not listed above, including, without limitation other credit and other extensions of credit arising in the ordinary course of Mentor’s business, in an aggregate amount not to exceed the sum of $10,000,000 at any one time; provided that any such Investment which later qualifies as a Permitted Acquisition shall not be counted against such amount but shall be counted towards Permitted Acquisition amounts; provided further that Investments representing loans and advances to employees of any Group Member (including for travel, entertainment and relocation expenses) shall not exceed $2,000,000 in the aggregate at any one time outstanding; and

(z)Investments in connection with escrow arrangements permitted pursuant to Section 7.03(w).

The amount of any Investment shall be the initial amount of such Investment and any addition thereto and distributions received in respect of such Investment.

7.09Optional Payments and Modifications of Certain Debt Instruments.  (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Subordinated Notes or any Subordinated PIK Debt; provided that Mentor may pay, prepay, repurchase or redeem the Senior Subordinated Notes with Net Cash Proceeds received by it from the issuance of Capital Stock to the extent permitted by the Syndicated Credit Agreement; (b) amend, modify, waive or otherwise change, or consent or agree to any material amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes that is materially adverse to the Lender; or (c) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Syndicated Credit Agreement) as “Designated Senior Debt” (or any other defined term having a similar purpose) for the purposes of the Senior Subordinated Note Indenture.

7.10Transactions with Affiliates.  Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Holdings, Mentor, any Borrower or, to the extent permitted by the Syndicated Credit Agreement, any other Subsidiary unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of the relevant Group Member, and (c) upon fair and reasonable terms no less favorable to the relevant Group Member than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate.  Notwithstanding the foregoing, (i) Holdings and its Subsidiaries may pay to MDP Holder fees pursuant to a management agreement approved by the board of directors of Holdings in an aggregate amount not to exceed $250,000 in any fiscal year of Holdings (the “Management Fees”) and expenses and indemnities in connection therewith (which fees, but not expenses or indemnities, may only be paid when no Event of

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Default has occurred and is continuing), (ii) Mentor and its Subsidiaries may pay customary fees to, and the out-of-pocket expenses of its board of directors and may provide customary corporate indemnities for the benefit of members of its board of directors, and (iii) any transaction involving a Loan Party and a non-Loan Party shall be upon fair and reasonable terms no less favorable to the relevant Loan Party than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate.

7.11Sales and Leasebacks.  Enter into any arrangement with any Person providing for the leasing by any Group Member of any real property for a term of more than five years or containing an obligation of such Group Member to repurchase such real property from such Person, which real property has been or is to be sold or transferred by such Group Member to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of such Group Member (any such transaction a “Sale Leaseback Transaction”) except any Sale Leaseback Transaction permitted by the Syndicated Credit Agreement and not involving any Mortgaged Property.

7.12Swap Agreements.  Enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which Mentor or any Subsidiary has actual exposure (other than those in respect of Capital Stock or, except as provided in clause (b) below, the Senior Subordinated Notes) and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of Mentor or any Subsidiary.

7.13Changes in Fiscal Periods.  Permit the fiscal year of Mentor or Holdings to end on a day other than September 30 or change Mentor’s or Holdings’ method of determining fiscal quarters.

7.14Negative Pledge Clauses.  Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien to secure the Obligations upon any property acquired or refinanced with the proceeds of a Loan.

7.15Clauses Restricting Subsidiary Distributions.  Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of Mentor to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, Mentor or any other Subsidiary of Mentor, (b) make loans or advances to, or other Investments in, Mentor or any other Subsidiary of Mentor or (c) transfer any of its assets to Mentor or any other Subsidiary of Mentor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the Senior Subordinated Notes Indenture and the Syndicated Credit Agreement and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

7.16Lines of Business.  Enter into any business, either directly or through any Subsidiary, except for those businesses in which Mentor and its Subsidiaries are engaged on the

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date of this Agreement or that are reasonably related or ancillary thereto, it being understood and acknowledged that any Insurance Subsidiary shall be the only entity conducting insurance business (and business reasonably related thereto) and that any Insurance Subsidiary shall be engaged for the underwriting of insurance policies for Mentor and its Subsidiaries and each of such Person’s respective employees, officers or directors.  As to Holdings, enter into any business except for holding all of the Capital Stock of Mentor and other transactions specifically permitted hereunder.  In connection therewith, Holdings shall have no liabilities other than its liabilities under the Loan Documents and other transactions specifically permitted hereunder, tax liabilities incurred in the ordinary course of business, and administrative expenses incurred in the ordinary course of business.

7.17Insurance Subsidiary Investments.  Permit the Insurance Subsidiary to make any Investment in any Person except:

(a)Investments in Cash Equivalents;

(b)Investments in deposit accounts opened and maintained in the ordinary course of business; and

(c)Investments in accounts receivable in the ordinary course of business; and

(d)Investments in notes or bonds (including interest only notes or bonds) in an aggregate amount up to $5,000,000 that are rated at least BBB- by S&P or Baa3 by Moody’s at the time of purchase; provided that an aggregate amount up to $3,000,000 of such Investments shall have a rating of at least A by S&P or A2 by Moody’s at the time of purchase.

7.18Insurance Subsidiary.  (a) Permit the Insurance Subsidiary to enter into any (or renew, extend or materially modify any existing) reinsurance or stop-loss insurance arrangements except in the ordinary course of business with reinsurers rated as least “A-” by A.M. Best & Co. or reinsurers whose obligations to the Insurance Subsidiary are secured by letters of credit or other collateral reasonably acceptable to the board of directors of the Insurance Subsidiary or (b) permit any Investment in the Insurance Subsidiary, except for Investments in an aggregate amount not in excess of $10,000,000; provided that such amount may be increased by non-material amounts in the discretion and with the approval of the Lender (for the avoidance of doubt, such Investments shall exclude any expenses and premiums paid to the Insurance Subsidiary by any Group Member in the ordinary course of such Group Member’s business).

7.19Foreign Subsidiaries.  Have a Foreign Subsidiary other than a Permitted Foreign Subsidiary.

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ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES

8.01Events of Default.  If any of the following events shall occur and be continuing:

(a)Any Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof; or any Borrower shall fail to pay any interest on any Loan, or any other amount payable hereunder or under any other Loan Document, within three Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or

(b)any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any materially adverse respect on or as of the date made or deemed made; or

(c)any Loan Party shall default in the observance or performance of any agreement contained in clause (i) or (ii) of Section 6.04(a) (with respect to Holdings and Mentor only), Section 6.07(a) or Article VII or IX of this Agreement; or

(d)any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days after the earlier of knowledge thereof by a Responsible Officer of a Loan Party or notice to Mentor from the Lender; or

(e)any Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans, the Magellan Seller Notes and the Indebtedness under Syndicated Credit Agreement) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness (excluding the Loans, the Magellan Seller Notes and the Indebtedness under Syndicated Credit Agreement), beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created and such default has not been waived; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable and such default has not been waived; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $12,000,000; or

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(f)(i) any Group Member shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Group Member shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Group Member any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against any Group Member any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Group Member shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Group Member shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g)(i) any Person shall engage in any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Mentor or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) Mentor or any Commonly Controlled Entity shall incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other similar event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, would, in the reasonable opinion of the Lender, reasonably be expected to have a Material Adverse Effect; or

(h)one or more judgments or decrees shall be entered against any Group Member involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $7,500,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 45 days from the entry thereof; or

(i)any of the Mortgages shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Mortgages shall cease to be enforceable and of the same effect and priority purported to be created thereby; or

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(j)the guarantee contained in Article IX hereof shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or

(k)a Change of Control or a Specified Change of Control shall occur; or

(l)the Senior Subordinated Notes or the guarantees thereof shall cease, for any reason, to be validly subordinated to the Obligations as provided in the Senior Subordinated Note Indenture, or any Loan Party, any Affiliate of any Loan Party, the trustee in respect of the Senior Subordinated Notes or the holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes shall so assert;

(m)any Governmental Authority shall commence a hearing on the renewal of any material license, consent, authorization, permit, certificate, franchise held by Mentor, any of its Subsidiaries, or professional employee, officer, director or contractor of Mentor or any of its Subsidiaries if there is a significant probability that the result thereof will be the termination, revocation, suspension or material adverse amendment of any such license, consent, authorization, permit, certificate, franchise that would have a Material Adverse Effect;

(n)any Governmental Authority shall commence a formal proceeding seeking the termination, suspension or revocation of any license, consent, authorization, permit, certificate, franchise held by Mentor, any of its Subsidiaries, or professional employee, officer, director or contractor of Mentor or any Subsidiary of Mentor if the result thereof is reasonably likely to be the termination, suspension or revocation of any license, consent, authorization, permit, certificate, franchise that would have a Material Adverse Effect;

(o)any Insurance Subsidiary shall become subject to any conservation, rehabilitation, liquidation order, directive or mandate issued by any Governmental Authority which could reasonably be expected to have a Material Adverse Effect;

(p)any “Event of Default” (as defined in the Syndicated Credit Agreement) shall occur; or

(q)the Syndicated Credit Agreement is refinanced, replaced or the revolving commitments of the Lenders thereunder otherwise terminate.

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to Mentor, automatically the Commitment shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken:  the Lender may (i) by notice to Mentor declare the Commitment to be terminated forthwith, whereupon the Commitment shall immediately terminate; (ii) by notice to Mentor, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable; and (iii) exercise all rights and remedies available to it under the Loan Documents or that are otherwise available at law or in equity.  Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by Holdings, Mentor and each Borrower.

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8.02Application of Funds.  After the exercise of remedies provided for in Section 8.01 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.01), any amounts received on account of the Obligations shall be applied by the Lender in such order as it elects in its sole discretion.

ARTICLE IX.
GUARANTY

9.01Guaranty.  Each Loan Party hereby jointly and severally, unconditionally, absolutely, continually and irrevocably guarantees to the Lender: (a) the prompt payment in full, when due or declared due and at all such times, of all Obligations heretofore, now or at any time or times hereafter owing, arising, due or payable from each other Loan Party to the Lender, including principal, interest, premiums and fees (including, but not limited to, loan fees and attorneys’ fees and expenses); and (b) each other Loan Party ‘s prompt, full and faithful performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged under this Agreement and all other Loan Documents.  Each Loan Party’s obligations to the Lender under this Section 9.01 are hereinafter collectively referred to as the “Guarantors’ Obligations” and, with respect to each Loan Party individually, the “Guarantor’s Obligations”.  Notwithstanding the foregoing, the liability of each Loan Party (other than Holdings and Mentor) individually with respect to its Guarantor’s Obligations shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law.  Each Loan Party agrees that it is jointly and severally, directly and primarily liable (subject to the limitation in the immediately preceding sentence) for the obligations under this Article IX.

9.02Payment.  If any Loan Party shall default in payment or performance of any of the Obligations, whether principal, interest, premium, fee (including, but not limited to, loan fees and attorneys’ fees and expenses), or otherwise, when and as the same shall become due, and after expiration of any applicable grace period, whether according to the terms of this Agreement, by acceleration, or otherwise, or upon the occurrence and during the continuance of any Event of Default, then any or all of the other Loan Parties will, upon demand thereof by the Lender, fully pay to the Lender, subject to any restriction on such Person’s Guarantor’s Obligations set forth in Section 9.01 hereof, an amount equal to all the Obligations then due and owing.

9.03Absolute Rights and Obligations.  The guaranty set forth in Section 9.01 hereof is a guaranty of payment and not of collection.  The Guarantors’ Obligations under this Article IX shall be joint and several, absolute and unconditional irrespective of, and each Loan Party hereby expressly waives, to the extent permitted by law, any defense to its obligations under this Article IX by reason of:

(a)any lack of legality, validity or enforceability against any other Loan Party of the Credit Agreement, of any of the Notes, of any other Loan Document, or of any other agreement or instrument creating, providing security for, or otherwise relating to any of the Guarantors’

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Obligations, or any other guaranty of any of the Obligations (the Loan Documents and all such other agreements and instruments being collectively referred to as the “Related Agreements”);

(b)any action taken under any of the Related Agreements, any exercise of any right or power therein conferred, any failure or omission to enforce any right conferred thereby, or any waiver of any covenant or condition therein provided;

(c)any acceleration of the maturity of any of the Obligations, of the Guarantor’s Obligations of any other Loan Party, or of any other obligations or liabilities of any Person under any of the Related Agreements;

(d)any release, exchange, non-perfection, lapse in perfection, disposal, deterioration in value, or impairment of any security for any of the Obligations, for any of the Guarantor’s Obligations of any Loan Party, or for any other obligations or liabilities of any Person under any of the Related Agreements;

(e)any dissolution of any other Loan Party or any other party to a Related Agreement, or the combination or consolidation of any other Loan Party or any other party to a Related Agreement into or with another entity or any transfer or disposition of any assets of any other Loan Party or any other party to a Related Agreement;

(f)any extension (including without limitation extensions of time for payment), renewal, amendment, restructuring or restatement of, any acceptance of late or partial payments under, or any change in the amount of any borrowings or any credit facilities available under, this Agreement, any of the Notes or any other Loan Document or any other Related Agreement, in whole or in part;

(g)the existence, addition, modification, termination, reduction or impairment of value, or release of any other guaranty (or security therefor) of the Obligations (including without limitation the Guarantor’s Obligations of any other Loan Party and obligations arising under any other guaranty now or hereafter in effect);

(h)any waiver of, forbearance or indulgence under, or other consent to any change in or departure from any term or provision contained in this Agreement, any other Loan Document or any other Related Agreement, including without limitation any term pertaining to the payment or performance of any of the Obligations, any of the Guarantor’s Obligations of any other Loan Party, or any of the obligations or liabilities of any party to any other Related Agreement;

(i)any other circumstance whatsoever (with or without notice to or knowledge of any such Loan Party) which may or might in any manner or to any extent vary the risks of such Loan Party, or might otherwise constitute a legal or equitable defense available to, or discharge of, a surety or a guarantor, including without limitation any right to require or claim that resort be had to the assets of any other Loan Party or to any Collateral.

It is the express purpose and intent of the parties hereto that this Article IX and the Guarantors’ Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

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9.04Waiver of Notice; Subrogation.

(a)Each Loan Party hereby waives to the extent permitted by law notice of the following events or occurrences:  (i) acceptance of this Article IX ; (ii) the Lender’s heretofore, now or from time to time hereafter making Loans and otherwise loaning monies or giving or extending credit to or for the benefit of the other Loan Parties, whether pursuant to this Agreement or the Notes or any other Loan Document or Related Agreement or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) presentment, demand, default, non-payment, partial payment and protest; and (iv) any other event, condition, or occurrence described in Section 9.03 hereof.  Each Loan Party agrees that the Lender may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Lender, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Loan Party from its Guarantor’s Obligations, and each Loan Party hereby consents to each and all of the foregoing events or occurrences.

(b)Each Loan Party hereby agrees that payment or performance by such Loan Party of its Guarantor’s Obligations under this Article IX may be enforced by the Lender upon demand by the Lender to such Loan Party without the Lender being required, such Loan Party expressly waiving to the extent permitted by law any right it may have to require the Lender, to (i) prosecute collection or seek to enforce or resort to any remedies against any other Loan Party or any other guarantor of the Obligations, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Lender or other party to a Related Agreement by any other Person on account of the Obligations or any guaranty thereof.

(c)Each Loan Party agrees with respect to this Article IX that it shall have no right of subrogation, reimbursement, contribution or indemnity, nor any right of recourse to security for the Obligation unless and until 93 days immediately following the date that all Obligations have been indefeasibly paid in cash and the Commitment and all other obligations of the Lender hereunder have terminated.  This waiver is expressly intended to prevent the existence of any claim in respect to such subrogation, reimbursement, contribution or indemnity by any Loan Party against the estate of any other Loan Party within the meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent case involving any other Loan Party.  If an amount shall be paid to any Loan Party on account of such rights at any time prior to termination of this Agreement in accordance with the provisions hereof, such amount shall be held in trust for the benefit of the Lender and shall forthwith be paid to the Lender to be credited and applied upon the Guarantors’ Obligations, whether matured or unmatured, as the Lender may elect.

(d)Each Loan Party further agrees with respect to this Article IX that this Agreement shall continue to be effective or be reinstated, as the case may be, at any time payment received by the Lender in respect of any Obligation is rescinded or must be restored for any reason, or is repaid by the Lender in whole or in part in good faith settlement of any pending or threatened avoidance claim.

(e)The agreements in this Article IX shall survive repayment of all of the Obligations and the termination of this Agreement.

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ARTICLE X.
MISCELLANEOUS

10.01Amendments; Etc.  No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Lender and the applicable Loan Party, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

10.02Notices, Effectiveness; Electronic Communication.

(a)Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b)Electronic Communications.  Notices and other communications to the Lender hereunder may be delivered or furnished by electronic communication (including e mail and Internet or intranet websites) pursuant to procedures approved by the Lender.  The Lender or any Loan Party may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Lender otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)Change of Address, Etc.  Each Loan Party and the Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto.

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(d)Reliance by Lender.  The Lender shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of any Loan Party (including any such notices delivered by Mentor as the Borrowing Agent hereunder) even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Loan Parties shall indemnify the Lender and the Related Parties of the Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Loan Party (including any such notices delivered by Mentor as the Borrowing Agent hereunder).  All telephonic notices to and other telephonic communications with the Lender may be recorded by the Lender, and the Loan Parties hereby consent to such recording.

10.03No Waiver; Cumulative Remedies.  No failure by the Lender to exercise, and no delay by the Lender in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.04Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses.  Each Loan Party hereby, jointly and severally, agrees to pay (i) all reasonable out of pocket expenses incurred by the Lender and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Lender), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out of pocket expenses incurred by the Lender (including the fees, charges and disbursements of any counsel for the Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b)Indemnification.  Each Loan Party hereby, jointly and severally, agrees to indemnify the Lender and each Related Party of the Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, or (iv) any actual or

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prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c)Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable law, each Loan Party agrees not to assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(d)Payments.  All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(e)Survival.  The agreements in this Section shall survive the termination of the Commitment and the repayment, satisfaction or discharge of all the other Obligations.

10.05Payments Set Aside.  To the extent that any payment by or on behalf of the any Loan Party is made to the Lender, or the Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred.

10.06Successors and Assigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender and the Lender may not assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (c) of this Section, or (iii) by way of pledge or assignment of a security

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interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (c) of this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)The Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it) pursuant to documentation acceptable to the Lender and the assignee.  From and after the effective date specified in such documentation, such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by the Lender, have the rights and obligations of the Lender under this Agreement, and the Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of the Lender’s rights and obligations under this Agreement, shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment).  Upon request, the Borrowers (at their expense) shall execute and deliver new or replacement Notes to the Lender and the assignee, and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto.

(c)The Lender may at any time, without the consent of, or notice to, any Loan Party, sell participations to any Person (other than a natural person or a Loan Party or any Loan Party’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or Loans); provided that (i) the Lender’s obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the Loan Parties for the performance of such obligations and (iii) the Loan Parties shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement.  Subject to subsection (d) of this Section, each Loan Party agrees that each Participant shall be entitled to the benefits of Sections 3.01 and 3.04 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08as though it were the Lender.

(d)A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04than the Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Mentor’s prior written consent.  A Participant that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code shall not be entitled to the benefits of Section 3.01 unless Mentor is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Loan Parties, to provide to the Lender such tax forms prescribed by the IRS as are necessary or desirable to establish an exemption from, or reduction of, U.S. withholding tax.

(e)The Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under the Notes, if any) to secure

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obligations of the Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto.

10.07Confidentiality.  The Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates and to its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party, (g) with the consent of Mentor or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Lender on a nonconfidential basis from a source other than any Loan Party.  For purposes of this Section, “Information” means all information received from any Loan Party relating to such Loan Party or any of their respective businesses, other than any such information that is available to the Lender on a nonconfidential basis prior to disclosure by such Loan Party, provided that, in the case of information received from any Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

10.08Right of Setoff.  If an Event of Default shall have occurred and be continuing, the Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Lender or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to the Lender, irrespective of whether or not the Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch or office of the Lender different from the branch or office holding such deposit or obligated on such indebtedness.  The rights of the Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Lender or its Affiliates may have.  The Lender agrees to notify Mentor promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

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10.09      Interest Rate Limitation.  Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower.  In determining whether the interest contracted for, charged, or received by the Lender exceeds the Maximum Rate, the Lender may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10      Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Lender and when the Lender shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11      Survival of Representations and Warranties.  All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Lender, regardless of any investigation made by the Lender or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Default at the time of any Loan, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

10.12      Severability.  If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.13      Governing Law; Jurisdiction; Etc.

(a)           GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF

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MASSACHUSETTS; PROVIDED THAT THE LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b)           SUBMISSION TO JURISDICTION.  EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS SITTING IN SUFFOLK COUNTY, OF ANY UNITED STATES DISTRICT COURT SITTING IN SUFFOLK COUNTY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COMMONWEALTH COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)           WAIVER OF VENUE.  EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)           SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.14      Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR

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ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.15      USA PATRIOT Act Notice.  The Lender that is subject to the Act (as hereinafter defined) and hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow the Lender to identify the Borrowers in accordance with the Act.

10.16      Time of the Essence.  Time is of the essence of the Loan Documents.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

GUARANTORS:
NATIONAL MENTOR HOLDINGS, INC.
NATIONAL MENTOR, INC.
By:	/s/ Denis M. Holler
Name:    Denis M. Holler
Title:         Senior Vice President – Finance and Assistant Secretary
BORROWERS:
REM ARROWHEAD, INC.
REM CONNECTICUT COMMUNITY
SERVICES, INC.
REM INDIANA, INC.
REM NORTH DAKOTA, INC.
REM WISCONSIN, INC.
REM WISCONSIN II, INC.
REM WISCONSIN III, INC.
By:	/s/ Denis M. Holler
Name:    Denis M. Holler
Title:    Assistant Secretary

S-1

BANK OF AMERICA, N.A.
By:	/s/ Gabriela Millhorn
Name:    Gabriela Millhorn
Title:    Senior Vice President

S-2

EXHIBIT A

FORM OF LOAN NOTICE

Date:                   ,         

To:          Bank of America, N.A.

Ladies and Gentlemen:

Reference is made to that certain Term Loan Agreement, dated as of May 20, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Holdings”), NATIONAL MENTOR, INC., a Delaware corporation (“Mentor”), REM ARROWHEAD, INC. (“REM Arrowhead”), REM CONNECTICUT COMMUNITY SERVICES, INC. (“REM Connecticut”), REM INDIANA, INC. (“REM Indiana”), REM NORTH DAKOTA, INC. (“REM North Dakota”), REM WISCONSIN, INC. (“REM Wisconsin I”), REM WISCONSIN II, INC. (“REM Wisconsin II”), REM WISCONSIN III, INC. (“REM Wisconsin III”), and certain other wholly-owned subsidiaries of Holdings and Mentor parties thereto from time to time as Designated Borrowers (together with REM Arrowhead, REM Connecticut, REM Indiana, REM North Dakota, REM Wisconsin I, REM Wisconsin II and REM Wisconsin III,  collectively, the “Borrowers”) and BANK OF AMERICA, N.A. (the “Lender”).

Mentor, in its capacity as Borrowing Agent, hereby requests on behalf of the Borrower referenced in item 4 below (the “Applicable Borrower”) (select one):

o A Loan              o A conversion of a Loan to the Type of Loan listed in item 3 below

1.	On                                                                                 (a Business Day).
2.	In the amount of                                                                                      .
3.	Comprised of/Conversion to		.
		[a Base Rate Loan][a LIBOR Floating Rate Loan]
4.	On behalf of                                                                                     [insert name of applicable Borrower].

[For a Loan, include the following:  The Loan requested herein complies with the proviso to the first sentence of Section 2.01 of the Agreement.  Without limitation of the foregoing:

A.            The proceeds of the Loan are intended to be utilized to acquire certain real property located at                                     ;

B.            The Appraised Value of such Acquired Property is                        ;

A-1

C.            Immediately after giving effect to such Loan, the outstanding amount of all Loans outstanding under the Agreement will be                      ;

D.            Immediately after giving effect to such Loan, the Borrowing Base will be                  , a calculation of which is reflected on the Borrowing Base Certificate delivered in connection herewith; and

E.             On or before the date of the such Loan, the Borrower shall satisfy the requirements of Section 6.09(a) of the Agreement.(1)]

NATIONAL MENTOR, INC., as Borrowing Agent

By:

Name:

Title:

(1)   With respect to any Acquired Property, on or before the date of Loan being utilized to acquire such property the applicable Borrower must (i) execute and deliver to the Lender such Mortgages or such other documents (including, to the extent required by the Lender, opinions of counsel), each in form and substance satisfactory to the Lender, as the Lender reasonably deems necessary or advisable to the grant to the Lender a first priority mortgage or deed of trust Lien on such property, subject only to Permitted Liens, (ii) record such Mortgage and take all other actions necessary or advisable to grant to the Lender a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably required by the Mortgages or by law or as may be requested by the Lender, and (iii) deliver to the Lender: (A) an ALTA Lender’s title policy dated as of the date and time of recording such Mortgage, insuring the first lien priority of such Mortgage and reflecting only such title exceptions as are acceptable to the Lender, together with all endorsements reasonably requested by the Lender; (B) satisfactory flood certificates with respect to such Mortgaged Property; and (C) evidence of insurance for such Mortgaged Property as required by Section 6.05 and the applicable Mortgage. 

A-2

EXHIBIT B

FORM OF DESIGNATED BORROWER
REQUEST AND ASSUMPTION AGREEMENT

Date:                      ,        

To:          Bank of America, N.A.

Ladies and Gentlemen:

Reference is made to that certain Term Loan Agreement, dated as of May 20, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Holdings”), NATIONAL MENTOR, INC., a Delaware corporation (“Mentor”), REM ARROWHEAD, INC., REM CONNECTICUT COMMUNITY SERVICES, INC., REM INDIANA, INC., REM NORTH DAKOTA, INC., REM WISCONSIN, INC., REM WISCONSIN II, INC., REM WISCONSIN III, INC., and certain other wholly-owned subsidiaries of Holdings and Mentor parties thereto from time to time as Designated Borrowers and BANK OF AMERICA, N.A. (the “Lender”).

Each of                        (the “Applicant Borrower”) and the Borrowing Agent, hereby confirms, represents and warrants to the Lender that the Applicant Borrower is a direct or indirect, wholly-owned Subsidiary of Mentor.

Upon confirmation from the Lender that the Applicant Borrower is acceptable to the Lender, the Applicant Borrower will deliver to the Lender the documents required to be delivered under Section 2.13 of the Agreement.

Immediately upon confirmation from the Lender that the Applicant Borrower is acceptable to the Lender, the Applicant Borrower shall have obligations, duties and liabilities toward each of the other parties to the Agreement identical to those which the Applicant Borrower would have had if the Applicant Borrower had been an original party to the Agreement as a Borrower.

The Applicant Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Agreement and further represents and warrants that the representations and warranties contained in Sections 5.03-5.14 and 5.16-5.19 of the Agreement are true and correct on and as of the date hereof with respect to the Applicant Borrower.

The parties hereto hereby request that the Applicant Borrower be entitled to receive Loans under the Agreement, and understand, acknowledge and agree that neither the Applicant Borrower nor the Borrowing Agent on its behalf shall have any right to request any Loans for its account unless and until the effective date designated by the Lender in a Designated Borrower Notice delivered to the Borrowing Agent pursuant to Section 2.13 of the Credit Agreement.

B-1

This Designated Borrower Request and Assumption Agreement shall constitute a Loan Document under the Agreement.

THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS.

IN WITNESS WHEREOF, the parties hereto have caused this Designated Borrower Request and Assumption Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

[APPLICANT BORROWER]

By:

Title:

NATIONAL MENTOR, INC., as Borrowing Agent

By:

Name:

Title:

B-2

EXHIBIT C

FORM OF DESIGNATED BORROWER NOTICE

Date:                     ,        

To:          NATIONAL MENTOR, INC., as Borrowing Agent

Ladies and Gentlemen:

This Designated Borrower Notice is made and delivered pursuant to Section 2.13 of that certain Term Loan Agreement, dated as of May 20, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Holdings”), NATIONAL MENTOR, INC., a Delaware corporation (“Mentor”), REM ARROWHEAD, INC., REM CONNECTICUT COMMUNITY SERVICES, INC., REM INDIANA, INC., REM NORTH DAKOTA, INC., REM WISCONSIN, INC., REM WISCONSIN II, INC., REM WISCONSIN III, INC., and certain other wholly-owned subsidiaries of Holdings and Mentor parties thereto from time to time as Designated Borrowers and BANK OF AMERICA, N.A. (the “Lender”).

 The Lender hereby notifies Borrowing Agent that effective as of the date hereof [                                     ] shall be a Designated Borrower and may receive Loans for its account on the terms and conditions set forth in the Agreement.

This Designated Borrower Notice shall constitute a Loan Document under the Agreement.

BANK OF AMERICA, N.A.,

By:

Title:

C-1

EXHIBIT D

FORM OF OPINION OF COUNSEL TO LOAN PARTIES

See attached.

D-1

EXHIBIT E

FORM OF BORROWING BASE CERTIFICATE

Date:                      ,        

To:          Bank of America, N.A.

Ladies and Gentlemen:

Reference is made to that Term Loan Agreement, dated as of May 20, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Holdings”), NATIONAL MENTOR, INC., a Delaware corporation (“Mentor”), REM ARROWHEAD, INC., REM CONNECTICUT COMMUNITY SERVICES, INC., REM INDIANA, INC., REM NORTH DAKOTA, INC., REM WISCONSIN, INC., REM WISCONSIN II, INC., REM WISCONSIN III, INC., and certain other wholly-owned subsidiaries of Holdings and Mentor parties thereto from time to time as Designated Borrowers and BANK OF AMERICA, N.A. (the “Lender”).

The undersigned Responsible Officer hereby certifies as of the date hereof that:

1.             he/she is the                                                                      of the Borrowing Agent, and that, as such, he/she is authorized to execute and deliver this Certificate to the Lender on the behalf the Loan Parties, and

2.             the Borrowing Base (after giving effect to any Loan being made on the date hereof) is $               , a true and accurate calculation of which is reflected on Schedule 1 attached hereto.

NATIONAL MENTOR, INC., as Borrowing Agent

By:

Name:

Title:

E-1

EXHIBIT F

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:                    ,        

To:          Bank of America, N.A.

Ladies and Gentlemen:

Reference is made to that Term Loan Agreement, dated as of May 20, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Holdings”), NATIONAL MENTOR, INC., a Delaware corporation (“Mentor”), REM ARROWHEAD, INC., REM CONNECTICUT COMMUNITY SERVICES, INC., REM INDIANA, INC., REM NORTH DAKOTA, INC., REM WISCONSIN, INC., REM WISCONSIN II, INC., REM WISCONSIN III, INC., and certain other wholly-owned subsidiaries of Holdings and Mentor parties thereto from time to time as Designated Borrowers and BANK OF AMERICA, N.A. (the “Lender”).

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                                                         of the Loan Parties, and that, as such, he/she is authorized to execute and deliver this Certificate to the Lender on the behalf the Loan Parties, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1.             Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of Holdings ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1.             Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of Holdings ended as of the above date.  Such financial statements fairly present the financial condition, results of operations and cash flows of the Holdings and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2.             The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Loan Parties during the accounting period covered by the attached financial statements.

3.             A review of the activities of the Loan Parties during the fiscal period covered by the financial statements attached as Schedule 1 hereto has been made under the supervision of

the undersigned with a view to determining whether any Default or Event of Default occurred during such fiscal period.  To the best knowledge of the undersigned after making such review,

[select one:]

[no Default or Event of Default has occurred (whether during such fiscal period or otherwise) and is continuing on the date hereof.]

—or—

[the following is a list of each Default or Event of Default that has occurred (whether during such fiscal period or otherwise) and is continuing on the date hereof and, in each case, the nature and status of such Default or Event of Default:]

4.             The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the Financial Statement Date.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                         ,         .

NATIONAL MENTOR HOLDINGS, INC.

NATIONAL MENTOR, INC.

By:

Name:

Title:

REM ARROWHEAD, INC.

REM CONNECTICUT COMMUNITY

 SERVICES, INC.

REM INDIANA, INC.

REM NORTH DAKOTA, INC.

REM WISCONSIN, INC.

REM WISCONSIN II, INC.

REM WISCONSIN III, INC.

By:

Name:

Title:

For the Quarter/Year ended                                  (“Statement Date”)

SCHEDULE 2
TO THE COMPLIANCE CERTIFICATE

[To be attached]

Schedule 2.01(a) – Refinanced Property; Amounts and Amortization Schedules of
Closing Date Term Loans

See attached

Schedule 5.04 - Consents, Authorizations, Filings and Notices

None.

Schedule 5.06 - Litigation

None.

Schedule 5.07 - No Default

None.

Schedule 5.09 - Licenses

None.

Schedule 5.15 - Subsidiaries

Entity name	State of Incorporation	Owner (Percentage owned by/type of interest)
Carolina Behavioral Services, LLC	Delaware	National Mentor Healthcare, LLC (100% Membership Interest)
Center for Comprehensive Services, Inc.	Illinois	National Mentor, LLC (100% Common Stock)
Family Advocacy Services, LLC	Delaware	National Mentor Services, LLC (100% Membership Interest)
First Step Independent Living Program, Inc.	California	National Mentor, LLC (100% Common Stock)
Horrigan Cole Enterprises, Inc.	California	National Mentor, LLC (100% Common Stock)
Illinois Mentor, Inc.	Illinois	National Mentor, LLC (100% Common Stock)
Loyd’s Liberty Homes, Inc.	California	National Mentor Healthcare, LLC (100% Common Stock)
Massachusetts Mentor, Inc.	Massachusetts	National Mentor, LLC (100% Common Stock)
Mentor Management, Inc.	Delaware	National Mentor, LLC (100% Common Stock)
Mentor Maryland, Inc.	Maryland	National Mentor Healthcare, LLC (100% Common Stock)
National Mentor Healthcare, LLC	Delaware	National Mentor, LLC (100% Membership Interest)
National Mentor Services, Inc.	Delaware	National Mentor, LLC (100% Common Stock)
National Mentor Services, LLC	Delaware	National Mentor Services, Inc. (100% Membership Interest)
Ohio Mentor, Inc.	Ohio	National Mentor, LLC (100% Common Stock)
Rehabilitation Achievement Center, Inc.	Illinois	Illinois Mentor, Inc. (100% Common Sstock)
South Carolina Mentor, Inc.	South Carolina	National Mentor, LLC (100% Common Stock)
Unlimited Quest, Inc.	California	National Mentor Healthcare, LLC (100% Common Stock)
REM, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Arizona, Inc.	Arizona	National Mentor Services, LLC (100% Common Stock)
REM Arizona Rehabilitation, Inc.	Arizona	National Mentor Services, LLC (100% Common Stock)
REM Arrowhead, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Atlantic, Inc.	Iowa	National Mentor Services, LLC (100% Common Stock)
REM Central Lakes, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Colorado, Inc.	Colorado	National Mentor Services, LLC (100% Common Stock)
REM Community Options, Inc.	West Virginia	National Mentor Services, LLC (100% Common Stock)
REM Connecticut Community Services, Inc.	Connecticut	National Mentor Services, LLC (100% Common Stock)
REM Consulting & Services, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Consulting of Ohio, Inc.	Ohio	National Mentor Services, LLC (100% Common Stock)
REM Council Bluffs, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Development Services, Inc.	Iowa	National Mentor Services, LLC (100% Common Stock)
REM Health, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Health of Iowa, Inc.	Iowa	National Mentor Services, LLC (100% Common Stock)
REM Health of Wisconsin, Inc.	Wisconsin	National Mentor Services, LLC (100% Common Stock)
REM Health of Wisconsin II, Inc.	Wisconsin	National Mentor Services, LLC (100% Common Stock)
REM Heartland, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Hennepin, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Home Health, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Indiana, Inc.	Indiana	National Mentor Services, LLC (100% Common Stock)
REM Indiana Community Services, Inc.	Indiana	National Mentor Services, LLC (100% Common Stock)
REM Indiana Community Services II, Inc.	Indiana	National Mentor Services, LLC (100% Common Stock)
REM Iowa Community Services, Inc.	Iowa	National Mentor Services, LLC (100% Common Stock)
REM Iowa, Inc.	Iowa	National Mentor Services, LLC (100% Common Stock)

REM Leadway, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Management, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Maryland, Inc.	Maryland	National Mentor Services, LLC (100% Common Stock)
REM Minnesota Community Services, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Minnesota, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Nevada, Inc.	Nevada	National Mentor Services, LLC (100% Common Stock)
REM New Jersey, Inc.	New Jersey	National Mentor Services, LLC (100% Common Stock)
REM North Dakota, Inc	North Dakota	National Mentor Services, LLC (100% Common Stock)
REM North Star, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Ohio, Inc.	Ohio	National Mentor Services, LLC (100% Common Stock)
REM Ohio Waivered Services, Inc.	Ohio	National Mentor Services, LLC (100% Common Stock)
REM Oklahoma Community Services, Inc.	Oklahoma	National Mentor Services, LLC (100% Common Stock)
REM Pennsylvania Community Services, Inc.	Pennsylvania	National Mentor Services, LLC (100% Common Stock)
REM Ramsey, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM River Bluffs, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM SILS of Iowa, Inc.	Iowa	National Mentor Services, LLC (100% Common Stock)
REM South Central Services, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Southwest Services, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)
REM Utah, Inc.	Utah	National Mentor Services, LLC (100% Common Stock)
REM West Virginia, Inc.	West Virginia	National Mentor Services, LLC (100% Common Stock)
REM Wisconsin, Inc.	Wisconsin	National Mentor Services, LLC (100% Common Stock)
REM Wisconsin II, Inc.	Wisconsin	National Mentor Services, LLC (100% Common Stock)
REM Wisconsin III, Inc.	Wisconsin	National Mentor Services, LLC (100% Common Stock)
REM Woodvale, Inc.	Minnesota	National Mentor Services, LLC (100% Common Stock)

Schedule 5.19 - UCC Filing Jurisdictions

Entity name	State of Incorporation/ Organization
REM Arrowhead, Inc.	Minnesota
REM Connecticut Community Services, Inc.	Connecticut
REM Indiana, Inc.	Indiana
REM North Dakota, Inc	North Dakota
REM Wisconsin, Inc.	Wisconsin
REM Wisconsin II, Inc.	Wisconsin
REM Wisconsin III, Inc.	Wisconsin

Schedule 5.22 – Mortgaged Property in Flood Hazard Area

1.1575 Manvel Avenue, Grafton, North Dakota

2.730 Summit Avenue, Grafton, North Dakota

Schedule 7.02(d) - Existing Indebtedness

1.Magellan Seller Notes-$3,000,000

Schedule 7.03(f) - Existing Liens

None.

Schedule 7.08(g) - Existing Investments

1.Ownership of Subsidiaries as set forth on Schedule 5.15.

Schedule 10.02 – Notices; Lending Office; Payments

BORROWERS:

National Mentor, Inc.

313 Congress Street

Boston, MA 02210

Attention: Denis Holler, Senior VP Finance

Telecopy: 617 790-4930

Telephone: 617 790-4254

Email: Denis.Holler@thementornetwork.com

LENDER:

Lending Office

(for payments and Loan Requests):

Bank of America, N.A.

901 Main Street

14th Floor

Mail Code: TX1-492-14-05

Dallas, TX   75202-3748

Attention:  Shelley Bloom

Telephone:  (214) 209-4103

Telecopier:  (214) 290-9462

Electronic Mail:  shelley.a.bloom@bankofamerica.com

Account No.:   1292000883

Ref:  National Mentor

ABA# 111000012

With copy to:

Bank of America, N.A.

100 N. Tryon Street

Mail Code: NC1-007-13-06

Charlotte, NC  28255

Attention:  Gabriela Millhorn

Telephone:  (704) 388-4279

Telecopier:  (704) 386-9607

Electronic Mail:  gabriela.millhorn@bofasecurities.com

Other Notices:

Bank of America, N.A.

100 N. Tryon Street

Mail Code: NC1-007-13-06

Charlotte, NC  28255

Attention:  Gabriela Millhorn

Telephone:  (704) 388-4279

Telecopier:  (704) 386-9607

Electronic Mail:  gabriela.millhorn@bofasecurities.com

EX-10.20

Exhibit 10.20

DFCS- Level of Care
For Profit FY 2005

STATE OF GEORGIA
DEPARTMENT OF HUMAN RESOURCES
CONTRACT

DEPARTMENTAL ADMINISTRATIVE INFORMATION:

Expense ý	DHR CONTRACT #427-93-
	Contractor’s FEI #: 04-2893910 Contractor’s FY End Date: 09/30 Contractor’s Entity Type: FOR PROFIT
	NIGP Code: 95237 DHR Program Code: 381 Equip. Inv. Locator #: CFDA #: 93.568 CFDA #: 93.778

SECTION I GENERAL CONTRACT PROVISIONS:	SECTION IA
PARA #101 CONTRACT BETWEEN:	(101)05/11/04

This contract is made and entered into by and between the Department of Human Resources, Division of Family and Children Services, (responsibilities and obligations pursuant to this contract will be performed by the Department’s division/office identified above and by the sub-unit and individuals identified in Paragraph #103 of this contract), an agency of the State of Georgia legally empowered to contract pursuant to the Official Code of Georgia Annotated, Section 49-2-1 and as otherwise identified in Section II of this contract (if applicable), and hereinafter referred to as the DEPARTMENT;

AND

NATIONAL MENTOR HEALTHCARE, INC.

313 Congress Street
Boston, Massachusetts 02210-1218

legally empowered to contract pursuant to the Georgia Business Corporation Code, and hereinafter referred to as the CONTRACTOR.

This contract is deemed to be made under and shall be construed and enforced in every respect according to the laws of the State of Georgia. Any lawsuit or other action based on a claim arising from this Contract shall be brought in a court or other forum of competent jurisdiction within Fulton County, State of Georgia.

It is the policy of the State of Georgia that minority business enterprises shall have the maximum opportunity to participate in the State purchasing and contracting process. Therefore, the State of Georgia encourages all minority business enterprises to compete for contracts for goods, services, and construction. Also, the State encourages all companies to sub-contract portions of any State contract to minority business enterprises. Contractors who utilize qualified minority subcontractors may qualify for a Georgia state income tax deduction for qualified payments made to minority subcontractors. See O.C.G.A. Section 48-7-38.

Nothing contained in this contract shall be construed to constitute the Contractor or any of its employees, agents, or subcontractors as a partner, employee, or agent of the Department, nor shall either party to this contract have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor.

PARA #102 PERIOD OF CONTRACT: (102) 3/10/94

This contract has an effective beginning date of the 1st day of October, 2004, and shall terminate on the 30th day of September, 2005, unless terminated earlier under other provisions of this contract.

PARA # 103 DEPARTMENT AND CONTRACTOR CONTACT INFORMATION: (103) 3/4/03

A.Mailing Addresses:

The mailing addresses, telephone numbers, and contact persons listed below for the Department and the Contractor may be changed during the term of this contract by written notification to the other party by the Department’s division or office representatives or by the Contractor.

1

1.The Department’s mailing address and telephone number for correspondence, reports, and other matters relative to this contract, except as otherwise indicated, are:

Programmatic	Fiscal Officer
Georgia Department of Human Resources	Georgia Department of Human Resources
Division of Family and Children Services	Division of Family and Children Services
Attn: Amy Hale	Attn: Alan Davis
Two Peachtree Street, N.W., 18th Floor	Two Peachtree Street, N.W., 18th Floor
Atlanta, Georgia 30303-3142	Atlanta, Georgia 30303-3142
Telephone #: 404/657-3575	Telephone #:404/657-3304

2.The Contractor’s mailing address and telephone number for correspondence, reports, and other matters relative to this contract are:

National Mentor Healthcare, Inc.

Attn: 2987 Clairmont Avenue

Atlanta, Georgia 30329

Telephone #: 404-728-1567

B.Mailing Address for Contract Payments:

The Contractor’s mailing address for all contract payment checks or remittance advice (for electronic funds transfer only) is;

National Mentor HealthCare, Inc.
2987 Clairmont Avenue
Atlanta, Georgia 30329

C.Contract Service Delivery Sites:

This contract involves 6 service delivery sites, the addresses of which are attached as Annex A, and is by reference made a part of this contract. The Contractor may move service delivery sites during the term of this contract with written approval of the division or office director, provided the total cost of the contract does not either increase or decrease.

PARA #104 NONDISCRIMINATION BY CONTRACTORS AND SUBCONTRACTORS: (104) 4/13/99*

A.NONDISCRIMINATION IN EMPLOYMENT PRACTICES: The Contractor agrees to comply with federal and state laws, rules and regulations, and the Department’s policy relative to nondiscrimination in employment practices because of political affiliation, religion, religious beliefs, race, color, gender, disability, age, creed, veteran status or national origin. The Contractor may consider religion in the hiring or appointment of any positions serving a primarily spiritual, ministerial, or religious purpose. Under no circumstances will any government monies, either directly, or indirectly, fund or support the employment of such non-secular positions, or any of the non-secular programs and services that the Contractor provides. The Contractor shall maintain on file with the Department current financial statements; employment application forms; a list of all staff positions, serving a primarily spiritual, ministerial, or religious purpose, for which exemption is claimed under this paragraph; and such other records as the Department may require to demonstrate compliance with the foregoing requirements. Such records shall be subject to the Open Records Act; and its exceptions. Nondiscrimination in employment practices is applicable to paid or unpaid employees, volunteers, interns and applicants for employment and includes actions relating to appointments, promotions, demotions, dismissals, and other elements affecting employment/employees.

B.NONDISCRIMINATION IN CONSUMER/CUSTOMER/CLIENT AND/OR CONSUMER/CUSTOMER/CLIENT SERVICE PRACTICES: The Contractor agrees to comply with federal and state laws, rules and regulations, and the Department’s policy relative to nondiscrimination in consumer/customer/client and consumer/customer/client service practices. The Contractor agrees that it will not discriminate against any person because of political affiliation, religion, religious beliefs, race, color, gender, disability, age, creed, veteran status, sexual orientation, HIV/AIDS status, or national origin. Neither shall any individual, on any of the foregoing bases, be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination or harassment, under any program or activity funded in whole or in part or supported by the Department. The foregoing shall not prohibit the Contractor from considering these factors in providing for the health and safety of each child in foster care. The Contractor agrees that it will provide a safe, supportive environment for each child in state custody in accordance with his or her best interests.

2

The Contractor agrees that it will notify its staff, including paid, unpaid, volunteer or intern staff or consultants, and foster parents with whom it places children in state custody, of their ongoing responsibility to abide by the requirements of paragraphs 104 and 105 of this contract and all relevant Department policies and procedures. Notification of such requirements my include, but is not limited to, the dissemination of internal policies and procedures, official communications and organized training.

C.COMPLIANCE WITH APPLICABLE PROVISIONS OF THE AMERICANS WITH DISABILITIES ACT:  The Contractor agrees to comply with all applicable provisions of the Americans with Disabilities Act (ADA) and any relevant federal and state laws, rules and regulations regarding employment practices toward individuals with disabilities and the availability/accessibility of programs, activities, or services for consumers/customers/clients with disabilities.

D.The Contractor agrees to require any subcontractor performing services funded through this contract to comply with all provisions of the federal and state laws, rules, regulations and policies described in this paragraph.

PARA #105 GOVERNMENT-FUNDED RELIGIOUS ACTIVITIES: (UMCH) 9/29/03*

The Contractor agrees that it shall not engage in religious activities including religious worship, instruction, proselytization, or promotion, funded in whole or in part with, or supported by government monies. However, children in state custody have a right to voluntarily participate in religious activities and to follow their own religious beliefs, such as attendance at worship, religious observance, and religious study. Children who voluntarily choose to participate in religious activities shall be afforded reasonable opportunities to do so. Under no circumstances shall participation in religious activities be required in any way or be a condition of involvement in the Contractor’s services or programs. See Annex H entitled Government Funded Religious Activities Clarification.

(UMCH) 9/29/03*

PARA #106 CONFIDENTIALITY OF INDIVIDUAL INFORMATION: (105) 8/26/86

The Contractor agrees to abide by all state and federal laws, rules and regulations, and the Department of Human Resources policy on respecting confidentiality of an individual’s records. Contractor further agrees not to divulge any information concerning any individual to any unauthorized person without the written consent of the individual employee, consumer/customer/client. or responsible parent or guardian.

PARA #107 CONFLICT OF INTEREST: (106) 4/12/85

The Contractor and the Department certify that the provisions of the Official Code of Georgia Annotated, Section 45-10-20 through 45-10-28, as amended, which prohibit and regulate certain transactions between certain state officials or employees and the State of Georgia, have not been violated and will not be violated in any respect.

PARA #108 CONTRACT MODIFICATION/ALTERATION: (107) 4/23/98

A.No modification or alteration of this agreement, except for budget revisions which do not increase or decrease the total dollar value of the contract (except for the addition of an equipment line item or real estate rental) which have been approved in advance by the Department, will be valid or effective unless such modification is made in writing and signed by both parties and affixed to this contract as an amendment indicating the DHR contract number involved, the original contracting parties and the original effective date of the contract and the paragraph(s) being modified or superseded, except as stated in subparagraph B immediately below.

B.In the event that either of the sources of reimbursement for services under this contract (appropriations from the General Assembly of the State of Georgia, or the Congress of the United States of America) are reduced during the term of this contract, the Department has the absolute right to make financial and other adjustments to this contract and to notify the Contractor accordingly. Such adjustment(s) may require a contract amendment including, but not limited to, a termination of the contract. The certification by the Commissioner of the Department of the occurrence of either of the reductions stated above shall be conclusive.

PARA #109 DEPARTMENT’S RIGHT TO SUSPEND CONTRACT: (108) 1/21/85

The Department reserves the right to suspend the contract/subgrant in whole or in part under this contract provision if it appears to the Department that the Contractor is failing to substantially comply with the quality of service or the specified completion schedule of its duties required under this contract, and/or to require further proof of reimbursable expenses prior to payment thereof, and/or to require improvement, at the discretion of the Department, in the programmatic performance or service delivery.

PARA #110 SEVERABILITY: (109) 3/4/03

Any section, subsection, paragraph, term, condition, provision or other part (hereinafter collectively referred to as “part”) of this Contract that is judged, held, found, or declared to be voidable, void, invalid, illegal or otherwise not fully enforceable shall not affect any other

3

part of this Contract, and the remainder of this Contract shall continue to be of full force and effect. Any agreement of the parties to amend, modify, eliminate, or otherwise change any part of this Contract shall not affect any other part of this Contract, and the remainder of this Contract shall continue to be of full force and effect.

PARA #111 TERMINATION: (110) 3/17/03*

A.Due to non-availability of funds.   Notwithstanding any other provision of this contract, in the event that either of the sources of reimbursement for services under this contract (appropriations from the General Assembly of the State of Georgia or the Congress of the United States of America) no longer exist or in the event the sum of all obligations of the Department incurred under this and all other contracts entered into for this program exceeds the balance of such contract sources, then this contract shall immediately terminate without further obligation of the Department as of that moment. The certification by the Commissioner of the Department of the occurrence of either of the events stated above shall be conclusive.

B.Due to default or for cause. This contract may be terminated for cause, in whole or in part, at any time by the Department for failure of the Contractor to perform any of the provisions hereof.   Should the Department exercise its right to terminate this contract under the provisions of this paragraph, the termination shall be accomplished in writing and specify the reason and termination date. The Contractor will be required to submit the final contract expenditure report not later than 45 days after the effective date of written notice of termination. Upon termination of this contract, the Contractor shall not incur any new obligations after the effective date of the termination and shall cancel as many outstanding obligations as possible. The above remedies are in addition to any other remedies provided by law or the terms of this contract.

C.For Convenience. This contract may be cancelled or terminated by either of the parties without cause; however, the party seeking to terminate or cancel this contract must give written notice of its intention to do so to the other party at least 60 days prior to the effective date of cancellation or termination.

D.Notwithstanding any other provision of this paragraph, this contract may be immediately terminated without any opportunity to cure, if any of the following events occurs:

1.Contractor becomes insolvent or liquidation or dissolution or a sale of the Contractor’s assets begins.

2.Contractor or any subcontractor violates or fails to comply with any applicable provision of federal or state law or regulation.

3.Contractor or any subcontractor knowingly provides fraudulent, misleading or misrepresentative information to any consumer/customer/client of the Department or to the Department.

4.Contractor has exhibited an inability to meet its financial or services obligations under this contract.

5.A voluntary or involuntary bankruptcy petition is filed by or against the Contractor under the U.S. Bankruptcy Code or any similar petition under any state insolvency law.

6.An assignment is made by the Contractor for the benefit of creditors.

7.A proceeding for the appointment of a receiver, custodian, trustee, or similar agent is initiated with respect to the Contractor.

8.The Department deems that such termination is necessary if the Contractor or any subcontractor fails to protect or potentially threatens the health or safety of any consumer/customer/client and/or to prevent or protect against fraud or otherwise protect the State of Georgia’s personnel, consumers/customers/clients, facilities, or services.

9.Contractor is debarred or suspended from performing services on any public contracts and/or subject to exclusion from participation in the Medicaid or Medicare programs.

10.Contractor or any subcontractor violates or fails to comply with paragraphs 104 or 105 of this contract.

PARA #112 COOPERATION IN TRANSITION OF SERVICES: (111) 3/17/03

The Contractor agrees upon termination of this contract, in whole or in part, for any reason will cooperate as requested by the Department to effectuate the smooth and reasonable transition of the care and services for consumers/customers/clients as directed by the Department. This will include but not be limited to the transfer of the consumer/customer/client records, personal belongings, and funds of all consumers/customers/clients as directed by the Department. Contractor further agrees that should it go out of business and/or cease to operate, all original records of consumers/customers/clients served pursuant to this contract shall be transferred by the Contractor to the Department immediately and shall become the property of the Department.

PARA #113 FORCE MAJEURE: (112) 3/4/03

Each party will be excused from performance under this contract to the extent that it is prevented from performing, in whole or in substantial part, due to delays caused by an act of God, civil disturbance, civil or military authority, war, court order, acts of public enemy, and such nonperformance will not be default under this contract nor a basis for termination for cause. Nothing in this paragraph shall be deemed to relieve the Contractor from its liability for work performed by any subcontractor. If the services to be provided to the Department are interrupted by a force majeure event, the Department will be entitled to an equitable adjustment to the fees and other payments due under this contract.

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PARA #114 ACCESS TO RECORDS AND INVESTIGATION: (113) 3/17/03*

A.The state and federal government and the Department shall have full and complete access to all consumer/customer/client records, administrative records, financial records, pertinent books, documents, papers, correspondence, including e-mails, management reports, memoranda, and any other records of the Contractor and subcontractor for the purpose of conducting or reviewing audit examinations, excerpts, and transcripts. Contractor and subcontractor record retention requirements are six years from submission of final expenditure report. If any litigation, claim, or audit is started before the expiration of the six-year period, the records shall be retained until all litigations, claims, or audit findings involving the records have been resolved.

B.The Contractor agrees that the DHR Office of Investigative Services, upon the request of the Commissioner or his designee, has full-authority to investigate any allegation of-misconduct in performance of duties-arising from this contract made against an employee of the Contractor. The Contractor agrees to cooperate fully in such investigations by providing the Office of Investigative Services full access to its records and by allowing its employees to be interviewed during such investigations.

C.The Department shall have the right to monitor and inspect the operations of the Contractor and any subcontractor for compliance with the provisions of this contract and all applicable federal and state laws and regulations and Department policy, with or without notice, at anytime during the term of this Contract. The Contractor agrees to cooperate fully with these monitoring and inspection activities. Such monitoring and inspection activities may include, without limitation, on-site health and safety inspections; financial and behavioral health/clinical audits; review of any records developed directly or indirectly as a result of this Contract; review of management systems, policies and procedures; review of service authorization and utilization activities; review of any other areas, activities or materials relevant to or pertaining to this Contract; and requirements to maintain on file with the Department such records as the Department may require to demonstrate compliance with the provisions of this Contract. The Department will provide the Contractor with a report of any findings and recommendations and may require the Contractor to develop corrective action plans as appropriate. Such corrective action plans may include requiring the Contractor to reimburse the Department, make changes in service authorization, utilization practices, and/or any activity deemed necessary by the Department.

PARA #115 COLLECTION OF AUDIT EXCEPTIONS: (114) 3/1/92

The Contractor agrees that the Department may withhold net payments (voucher deduction) equal to the amount which has been identified by an audit, notwithstanding the fact that such audit exception is made against a prior or current contract or subcontract. The Contractor may also repay the Department for the total exception by check.

PARA #116 SUBCONTRACTS: (115)3/4/03

Any subcontracts or delegation of the authority herein will be submitted to the Department for approval prior to execution (County Boards of Health, hereinafter referred to as “Board,” must comply with Georgia Code, Title 31). The Contractor/Board specifically agrees to be responsible for the performance of any subcontractor or other duties delegated and all provisions of this contract. The Contractor/Board will ensure that the subcontractor both understands and abides by all pertinent provisions of the contract and regulations applicable to the subcontractor. The Contractor/Board agrees to reimburse the Department for any federal or state audit disallowances arising from the subcontractor’s performance or non-performance of duties under this contract which are delegated to the subcontractor. The Department’s division/office directors and their program officers/directors are the Department’s approving authority for subcontracts and delegation of authority.

PARA #117 PUBLICITY: (116) 3/4/03

A.Contractors must ensure that any publicity given to the program or services provided herein identify the Department as a sponsoring agency. Publicity materials include, but are not limited to, signs, notices, information pamphlets, press releases, brochures, radio or television announcements, or similar information prepared by or for the Contractor. Prior approval for the materials must be received from the Department’s managing programmatic division/office. All media and public information materials must also be approved by the Commissioner’s Office of Policy and Government Services, Office of Communications. In addition, the Contractor shall not display the Department’s name or logo in any manner, including, but not limited to, display on Contractor’s letterhead or physical plant, without the prior written authorization of the Commissioner of the Department.

B.Notwithstanding subparagraph A above, if the Contractor is a county board of health, the Commissioner’s Office of Policy and Government Services must be notified prior to major publicity and/or media campaigns developed by or for the board-operated programs which identify the Department as a sponsoring agency. This is to enable the Commissioner’s Office of Policy and Government Services to support the effort and to respond in a timely manner to inquiries to the Department that might result. In addition, the Contractor shall not display the Department’s name or logo in any manner, including, but not limited to, display on Contractor’s letterhead or physical plant, without the prior written authorization of the Commissioner of the Department.

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PARA #118 INVENTIONS, PATENTS, COPYRIGHTS, INTANGIBLE PROPERTY AND PUBLICATIONS: (117) 3/4/03

A.Inventions and patents.  The Contractor agrees if patentable items, patent rights, processes, or inventions are produced in the course of work supported and funded by this contract, to report such facts in writing promptly and fully to the Department.  The federal agency and the Department shall determine whether protection of the invention or discovery shall be sought. The federal agency and Department will also determine how the rights to the invention or discovery, including rights under any patent issued thereon, shall be allocated and administered in order to protect the public interest consistent with Government Patent Policy.

B.Copyrights.  Except as otherwise provided in the terms and conditions of this contract, the author or the Department is free to copyright any books, publications, or other copyrightable materials developed in the course of, or under this contract.  Should any copyright materials be produced as a result of this contract, the federal agency and the Department shall reserve a royalty-free nonexclusive and irrevocable right to reproduce, modify, publish, or otherwise use and to authorize others to use the work for government and departmental purposes.

C.Publications:  All publications, including pamphlets, art work, and reports shall be submitted to the Department on disk or electronically.

PARA #119 CONSULTANT/STUDY CONTRACT: (118) 3/4/03

A.The Contractor agrees not to release any information, findings, research, reports, recommendations, or other material developed or utilized during or as a result of this contract until such time as the information has been provided to the Department, appropriately presented to the Board of Human Resources, and made a matter of public record.

B.The Contractor further agrees that any research, study, review, or analysis of the consumers/customers/clients served under this contract by any outside individual or organization must be conducted in conformance with Department of Human Resources Policy 7901, Protection of Human Subjects.

C.All products developed/collected including raw data, databases, including code specifications, shall be the property of the Department and may be subject to review and validation by the Department prior to completion of study.

PARA #120 CONTRACTOR/SUBCONTRACTOR LICENSE REQUIREMENTS: (119) 3/17/03

A.The Contractor agrees to maintain any required city, county and state business licenses and any other special licenses required, prior to and during the performance of this contract.

B.The Contractor is responsible to ensure that subcontractors are appropriately licensed.

C.The Contractor agrees that if it loses or has sanctioned any license, certification or accreditation required by this Contract or state and federal laws, that this contract may be terminated immediately in whole or in part.

PARA #121 DRUG-FREE WORKPLACE: (120) 12/18/01

A.If Contractor is an individual, he or she hereby certifies that he or she will not engage in the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana during the performance of this contract.

B.If Contractor is an entity other than an individual, it hereby certifies that it will comply with the Drug-Free Workplace Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 et seq.) and that:

1.A drug-free workplace will be provided for the Contractor’s employees during the performance of this contract; and

2It will secure from any subcontractor hired to work in a drug-free workplace the following written certification: As part of the subcontracting agreement with (Contractor’s Name), (Subcontractor’s Name), certifies to the Contractor that a drug-free workplace will be provided for the subcontractor’s employees during the performance of this contract pursuant to paragraph 7 of subsection B of Code Section 50-24-3”.

C.Contractor may be suspended, terminated, or debarred if it is determined that:

1.The Contractor has made false certification hereinabove; or

2.The Contractor has violated such certification by failure to carry out the requirements of Official Code, of Georgia Section 50-24-3.

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PARA #122 FEDERAL AND DEPARTMENTAL PROHIBITIONS AND REQUIREMENTS RELATED TO LOBBYING: (121B) 4/30/01

A.     Pursuant to Section 1352 of Public Law 101-121, the Contractor agrees that:

1.       No federally appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

2.       As a condition of receipt of any federal contract, grant, loan, or cooperative agreement exceeding $100,000, the Contractor shall file with the Department a signed “Certification Regarding Lobbying,” attached hereto as Annex B.

3.If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Contractor shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions, copies of which may be obtained from the Department

4.A disclosure form will be filed at the end of each calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any disclosure form previously filed by Contractor under subparagraphs (b) or (c) of this paragraph. An event that materially affects the accuracy of the information reported includes:

a.A cumulative increase of $25,000 or more in the amount paid or expected to be paid for influencing or attempting to influence a covered federal action; or

b.      A change in the person(s) or individual(s) influencing or attempting to influence a covered federal action; or

c.      A change in the officer(s), employee(s), or member(s) contacted to influence or attempt to influence a covered federal action.

Any Contractor who makes a prohibited expenditure or who fails to file or amend the disclosure form, as required, shall be subject to a civil penalty of not less than $10.000 and not more than $100,000 for each such expenditure.

An imposition of a civil penalty under this section does not prevent the United States from seeking any other remedy that may apply to the same conduct that is the basis for the imposition of such civil penalty.

The Contractor shall require that the prohibitions and requirements of this paragraph be included in the award documents for all sub awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all sub recipients shall certify and disclose accordingly.

B.      Contractor further agrees that in accordance with the federal appropriations act:

1.No part of any federal funds contained in this contract shall be used, other than for normal and recognized executive- legislative relationships, for publicity or propaganda purposes, for the preparation, distribution or use of any kit, pamphlet, booklet, publication, radio, television, or video presentation designed to support or defeat legislation pending before the Congress or any State legislature, except in presentation to the Congress or any State legislature itself.

2.No part of any federal funds contained in this contract shall be used to pay the salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence legislation or appropriations pending before the Congress or any State legislature.

C.Contractor further agrees that no part of state funds contained in this contract shall be used for the preparation, distribution or use of any kit, pamphlet, booklet, publication, radio, television, Internet, or video presentation designed to support or defeat legislation pending before the General Assembly or any committee thereof, or the approval or veto of legislation by the Governor or for any other related purposes.

PARA #123 CRIMINAL RECORDS INVESTIGATIONS: (122A) 05/11/04

A.     The Contractor agrees that, for the filling of positions or classes of positions having direct care/treatment/custodial responsibilities for services rendered under this contract, applicants selected for such positions shall undergo a criminal record history investigation which shall include a fingerprint record check pursuant to the provisions of Section 49-2-14 of the Official Code of Georgia Annotated. In order to initiate this requirement, the Department will provide the forms which will include the required data from the applicant. The Contractor agrees to obtain the required information (which will include two proper sets of fingerprints on

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each applicant) and transmit said fingerprints directly to the Georgia Crime Information Center, together with the fee as required by said center for a determination made pursuant to Section 49-2-14 of the Official Code of Georgia Annotated or any other relevant statutes or regulations.

B.      After receiving (the information from the Georgia Crime Information Center or any other appropriate source, the Department will review any derogatory information and, if the crime is one which is prohibited by duly published criteria within the Department, the Contractor will be informed, and the individual so identified will not be employed for the purpose of providing services under this contract.

C.      The provisions of this paragraph of the contract shall not apply to persons employed in day-care centers, group day-care homes, family day-care homes, child-caring institutions or child care learning centers which are required to be licensed, registered, or commissioned by the Department or by the Georgia Department of Early Care and Learning or to personal care homes required to be licensed, permitted, or registered by the Department.

PARA #124 AIDS POLICY: (123) 3/4/03

A.Contractor agrees, as a condition to provision of services to the Department’s consumers/customers/clients/patients, not to discriminate against any consumer/customer/client/patient who may have AIDS or be infected with Human Immunodeficiency Virus (HIV). The Contractor is encouraged to provide or cause to be provided appropriate AIDS training to its employees and to seek AIDS technical advice and assistance from the appropriate division or office of the Department, as the Contractor deems necessary. The Contractor further agrees to refer those consumers/customers/clients/patients requesting additional AIDS related services or information to the appropriate county health department.

B.Notwithstanding subparagraph A above, if the Contractor is a county board of health it agrees to comply with the Joint Advisory Notice, entitled “Protection Against Occupational Exposure to Hepatitis B Virus (HBV) and Human Immunodeficiency Virus (HIV),” dated October 30, 1987, from the Department of Labor/Department of Health and Human Services and which has been made available to the board.  The board further agrees that in the implementation of the Department’s programs it will follow those standard operation procedures developed and identified by the appropriate program division of the Department as applicable to the specific programs and as provided to the board by the program division.

PARA #125 INDEMNIFICATION: (124) 3/4/03

Contractor hereby waives, releases, relinquishes, discharges and agrees to indemnify, protect and save harmless the State of Georgia (including the State Tort Claims Trust Fund), DHR, DOAS, their officers and employees (collectively “indemnitees”) of and from any and all claims, demands, liabilities, loss, costs or expenses for any loss or damage for bodily injury (including but not limited to death), personal injury, property damage, attorneys’ fees caused by, growing out of, or otherwise happening in connection with this Contract, due to any act or omission on the part of Contractor, its agents, employees, subcontractors, or others working at the direction of Contractor or on Contractor’s behalf; or due to any breach of this Contract by contractor; (collectively, the “Indemnity Claims”).

This indemnification extends to the successors and assigns of the Contractor, and this indemnification and release survives the termination of this Contract and the dissolution or, to the extent allowed by law, the bankruptcy of the Contractor.

If and to the extent such damage or loss as covered by this indemnification is covered by the State Tort Claims Fund or any other self-insurance funds maintained by the Department of Administrative Services (collectively, the “funds”), the Contractor agrees to reimburse the Funds for such funds paid out by the Funds. To the full extent permitted by the Constitution and the laws of the State of Georgia and the terms of the Funds, the Contractor and its insurers waive any right of subrogation against the State of Georgia, the Indemnitees, and the Funds and insurers participating thereunder, to the full extent of this indemnification.

Contractor shall, at its expense, be entitled to and shall have the duty to participate in the defense of any suit against the Indemnities. No settlement or compromise of any claim, loss or damage asserted against Indemnitees shall be binding upon Indemnitees unless expressly approved by the Indemnitees.

PARA #126 DEBARMENT: (126) 3/1/92

In accordance with Executive Order 12549, Debarment and Suspension, and implemented at 45 CFR Part 76, 100-510, Contractor certifies by signing Annex C that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this contract by any federal department or agency. Contractor further agrees that it will include the clause titled “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion - Lower Tier Covered Transaction,” without modification, in all lower tier transactions and in all solicitations for lower tier covered transactions.

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PARA #127 NONSMOKING POLICY FOR CHILDREN’S SERVICES: (127) 3/24/95

The Contractor agrees to comply with Public Law 103-227, also known as the Pro-Children Act of 1994, which requires that smoking not be permitted in any portion of any indoor facility owned or leased or contracted for by the Contractor and used routinely or regularly for the provision of health care, day care, early childhood development services, education or library services to children under the age of 18. Failure to comply with the provisions of the law may result in the imposition of acivil monetary penalty up to $1,000.00 (for each violation and/or the imposition of an administrative compliance order on the Contractor.

SECTION II SPECIAL TERMS AND CONDITIONS:	SECTION IIA
PARA #201 DEPARTMENT AND CONTRACTOR AGREEMENTS:	(201) 3/17/03

WITNESSETH:

WHEREAS, the Department has a need for and desires therapeutic residential intervention services for children;

AND

WHEREAS, the Contractor has represented to the Department its willingness and ability to provide the services and/or products identified herein.

NOW, THEREFORE, in consideration of the mutual covenants herein set forth, it is agreed by and between the parties hereto as follows:

A.     The Contractor agrees:

1.       That the Level of Care Application proposal, approved by the Department, is by reference made a part of this contract.

2.To accept into care and provide therapeutic residential intervention services (TRIS) to children referred by the Department and its local Department of Family and Children Services offices (DFCS).  Admission decisions will be made within seven working days of the receipt of the completed application, as defined in the program rules, submitted by the Department’s case manager on behalf of the child. To provide written notice of the decision to the Department and to the case manager whether the contractor will accept the referred child into treatment or to not accept the referred child into treatment.

3.To maintain in current status during the term of this contract all such licenses and certificates as may be required by the Department or professional association or accreditation issuer for staff, facilities and programs and to maintain compliance with the Minimum Standards for Level of Care Providers.

4.To use only such contracted service vendors who possess the appropriate license, certificate or accreditation as may required by the Department when providing TRIS services to children accepted under this contract.

5.To participate fully with the Department in any and all such activities that result in rates for payment or recovery of costs from such third parties that may be billable for any such cost for TRIS services provided under this contract.

6.To provide the Department with information in the way of outcomes measures, statistical reports, service narratives, client treatment and care documentation and other such information as the Department deems necessary for the Department’s exclusive use.

7.To accept into care and provide therapeutic residential intervention services (TRIS), subject to the Contractor’s capacity and approved Level of Care proposal, children referred by the Department or its local Department of Family and Children Services offices (DFCS) and children with previous disrupted placements referred by other providers of TRIS services. Within 72 hours of such application, Contractor will provide a written determination to the referring agency that a child is or is not appropriately referred or placed in the Contractor’s facility. (For Emergency Shelters Only)

8.To observe and document the behaviors of children accepted into care and to provide the Department with recommendations for treatment whether or not such child has assessed service level needs identified. (For Emergency Shelters Only)

9.To develop an individual service plan for each child in care for more than 72 hours and placed by the Department or its local Department of Family and Children Services, including the family as appropriate, in order to assist the Department with proper authorizations for services. (For Emergency Shelters Only)

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10.To work with assessment providers, documenting the behaviors exhibited by children placed by the Department or its local Department of Family and Children Services, in order to properly assess a child’s need for service. (For Emergency Shelters Only)

11.     To develop an individual service plan for each child placed by the Department or its local Department of Family and Children Services, including the family as appropriate, in accordance with the level of care identified for such child or children; to provide the service as described in the individual service plan to the individual and family named in the individual service plan; and, to document the provision of services described in the individual service plans and delivered to the individual as contained in these plans and in accordance with the professional standards and other such requirements as may be designated by the Department.

12.     To involve the local Department of Family and Children Services in the entire treatment planning process and ensure that the local Department of Family and Children Services office is sent written documentation of all treatment planning activities, including progress reports done on at least a quarterly basis and to work as a partner with the local Department of Family and Children Services, with the goal of achieving permanency for the child.

13.     To notify the Department immediately upon discovery of any significant injury or demise of any child placed with the contractor, whether or not the Department placed that child. To notify the Department immediately upon discovery of any serious health or safety issues. To place on file with the Department (with the programmatic contact) the contractor’s protocol on child disappearance.

14.     To allow the Department access to pertinent records/charts upon request and to maintain documentation for a period of six years from the date of service.

15.     To allow authorized representatives of the Department access to children placed by the Department in order to fulfill departmental case management obligations.

16.     To notify the Department of any change of address, telephone number, administrator/executive director or any other changes significantly impacting the provider’s delivery of services.

17.     To notify the Department of any unplanned discharge of any child placed by the Department at least 72 hours prior to such discharge except for as provided by the health and safety standards defined by the Office of Regulatory Services.

18.     To work with and support the Department in developing baseline data and instituting measures and related review process that will facilitate performance improvement in service outcomes for mission critical areas:

a.      Child health and safety.

b.      Family and community involvement.

c.      Permanency

d.      Functioning levels

e.      Placement stability.

f.       Reentry to care.

AND

B.      The Department will:

1.       Provide training to the Contractor regarding time study, cost report and required services documentation.

2.       Provide the Contractor with timely notification of any procedural or policy change impacting service delivery, case documentation or reporting.

3.       Provide service authorization documentation for each child placed with Contractor.

4.       Pay provider directly or through one of its local operating offices within 30 days of properly completed forms necessary to effect payment.

5.       Monitor the delivery of service and documentation of service by contractor and issue reports to contractor about the results of that monitoring.

6.       Develop measures to review performance in service outcomes for mission critical areas.

7.       Provide reasonable notice to the provider prior to discharging a child from care, changing the case manager for a child in care or temporarily removing a child from the provider’s program.

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SECTION III CONTRACT PAYMENT PROVISIONS
PARA #301 DEPARTMENT PAYMENT TO CONTRACTOR:	(301E) 2/23/84

The department will pay the contractor at the level of care rates described in Annex E.  The rates per day identified in Annex E are to be claimed only if a child is placed by the Department and is in residence in the Contractor’s institution or in a Contractor provided community placement overnight. In the event a child is transferred between institutions, only the claim made by the institution where the child slept overnight will be honored. The Contractor agrees to accept the Division’s payment rates and conditions for the services specified in this Contract for the identified population. The Contractor agrees and is required to pursue reimbursement from other insurers and payers from which coverage for the consumers’ services may be provided. The Contractor has the right and obligation to collect payment from eligible consumers for non-covered services, co-payments, and deductibles as well as collecting payment from third party sources for services. The contractor further agrees not to bill any government agency other than the Department orits local Departments of Family and Children Services for any service or any component of any service delivered to any child placed by the Department or its local Department of Family and Children Services under this contract. Billing to the Department or its local Departments of Family and Children Services will be at the contracted rate described in Annex E. This paragraph is not intended to prohibit the contractor from billing other local, state or federal agencies for reimbursable expenses that are not covered by the rates contained on Annex E.

For a child transferring between levels and the new level is lower: If a placement at the lower level is not available, that child may continue at the former higher rate for thirty (30) days upon the notification by the Contractor to the Department, if at the end of that thirty (30) day period, a placement at the lower level is” still not available for the child, an additional fifteen (15) day period at the former rate for the higher level may be authorized by the Department in its sole discretion that it is in the best interest of the child to do so. If, at the end of the additional fifteen (15) day period or forty-five (45) days after a child’s new level is established, no placement at the lower level is available and the Department wishes to maintain the child in care with the Contractor, the child’s placement may be continued at the former higher rate provided the Contractor can document all due diligence in assisting the Department in securing an appropriate placement for the child.

For a child transferring between levels and the now level is higher: The contractor agrees that the new rate will not be billed until after a new individual service plan has been designed and the new level of care services have been delivered to the child. The Contractor agrees to accept the Division’s payment rates and conditions for the services specified in this Contract for the identified population.

Claiming the enhanced rate for education: Contractors which are licensed as Child Caring Institutions and which operate a Department of Education certified school or an accreditation agency approved by DHR/DJJ may claim the enhanced rate for all children aged 5 years and older placed by the Department with them each day the child is in residence with the Contractor.

PARA #302 INVOICE SUBMISSION: (306B) 4/8/98

The Contractor agrees to submit an invoice monthly to the local Department of Family and Children Services Office in accordance with the fixed rate payment schedule during the term of this contract within 10 days of the end of the month of the invoiced month.  Any invoice submitted more than 10 days following the contract termination date will not be paid by the Department for service levels 1-4.

If the contractor is a Child Placing Agency (CPA), the contractor will invoice separately that portion of the rate provided to the contracted community foster home for the room, board or watchful oversight of any child placed by the Department and that portion of the rate which is retained by the agency. The invoice form to be used is attached to this contract as Annex F.

Approved level 5 and 6 service providers will mail invoices to the address on the pre-bill in accordance with the fixed rate payment schedule attached to this contract as Annex E.

SECTION IV COMPLIANCE WITH STATE AND FEDERAL LAWS, RULES, REGULATIONS AND STANDARDS:

STATE AND FEDERAL LAWS. RULES, REGULATIONS AND STANDARDS:

PARA #401 STATE AND FEDERAL LAWS, RULES, REGULATIONS AND STANDARDS: (401F) 05/11/04

Contractor agrees that all work done as part of this contract will comply fully with all administrative and other requirements established by applicable federal and state laws, rules and regulations, and assumes responsibility for full compliance with all such laws, rules and regulations, and agrees to fully reimburse the Department for any loss of funds or resources resulting from non-compliance by the Contractor, its staff, agents, or subcontractor as revealed in any subsequent audits.  Contractor understands that the following items specifically apply to this contract, but do not exclude any other applicable federal or state laws or requirements.

A.     Compliance with Health Insurance Portability and Accountability Act (HIPAA):

It is understood and agreed that the Department is a “covered entity” as defined by HIPAA of 1996 and the federal “Standards for Privacy of Individually Identifiable Health Information” promulgated thereunder at 45 CFR Parts 160 and 164. Further, it is agreed that as a business associate of the Department that its use or disclosure of any person’s protected health information received from or on behalf of the Department will be governed by the Business Associate Agreement, attached hereto as Annex G, which the Contractor agrees to by signing and submitting with this contract. Such Business Associate Agreement is executed and is

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effective simultaneously with this contract/amendment.  However, the Business Associate Agreement will survive this contract amendment pursuant to Section E of the Business Associate Agreement.

3.       45 CFR Part 74; as used in this contract, the word Contractor is synonymous with the word Subgrantee as used in this Code of Federal Regulations.

C.      Compliance with Executive Orders Concerning Ethics:

The Contractor agrees to comply in all applicable respects with the Governor’s Executive Orders concerning ethics matters, including, but not limited to Executive Order dated January 13, 2003 (Establishing Code of Ethics for Executive Branch Officers and Employees, including provisions governing former officers and employees) and Executive Order dated October 1, 2003 (Providing for the Registration and Disclosure of Lobbyists Employed or Retained by Vendors to State Agencies). In this regard, the Contractor certifies that any lobbyist engaged to provide services has both registered and made the disclosures required by the Executive Orders.

D.      Fair Labor Standards Act of 1936, as amended.

E.      Minimum Standards for Level of Care Providers.

F.      Community Opportunities, Accountability, and Training and Educational Services Act of 1998, Title III, Sections 301-309.

G.Social Security Act, Title XIX, as amended; Public Laws 89-97, 90-248, and 91-56; 42 U.S.C. 1396 et seq., as amended; Public Law 92-223; Public Law 92-603; Public Law 93-66; Public Law 93-233; Public Law 96-499; Public Law 97-35; Public Law 97-248; Public Law 98-369; Public Law 99-272; Public Law 99-509; Public Law 100-93; Public Law 100-202; Public Law 100-203; Public Law 100-360; Public Law 100-436; Public Law 100-485; Public Law 100-647; Public Law 101-166; Public Law 101-234; Public Law 101-239; Public Law 101-508; Public Law 101-517; Public Law 102-234; Public Law 102-170; Public Law 102-394; Public Law 103-66; Public Law 103-112; Public Law 103-333; Public Law 104-91; Public Law 104-191; Public Law 104-193; Public Law 104-208, 104-134; Balanced Budget Act of 1997, Public Law 105-33; Public Law 106-113; Public Law 106-554.

PARA #402 ENTIRE UNDERSTANDING: (403) 5/02/02

This contract, together with the annexes and all other documents incorporated by reference, represents the complete and final understanding of the parties to this contract. No other understanding, oral or written regarding the subject matter of this contract, may be deemed to exist or to bind the parties at the time of execution.

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SECTION V:
PARA #501 CONTRACT ANNEX INCLUSION:	(501) 3/17/03

This contract includes annexes as listed below, which are hereto attached:

Annex A	Service Delivery Sites
Annex B	Certification Regarding Lobbying
Annex C	Debarment Certification
Annex D	Contractor Proposal
Annex E	Rate Schedule
Annex F	Invoice –Form 526 LOC
Annex G	HIPAA Business Association Agreement
Annex H	Government Funded Religious Activities Clarification

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SIGNATURES TO CONTRACT BETWEEN THE DEPARTMENT OF HUMAN RESOURCES

AND

National Mentor HealthCare, Inc.

CONTRACTS WITH FOR PROFIT CORPORATIONS

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures on the dates indicated.

The contractor certifies by signature hereon that the named corporation is registered with the Georgia Secretary of State to do business in the State of Georgia and that all required reports have been filed with that office, so as to ensure that the corporation is in good standing with the Georgia Secretary of State.

CONTRACTOR EXECUTION:		MENTAL EXECUTION:
National Mentor HealthCare, Inc.
Name of Corporation	[GRAPHIC]	[ILLEGIBLE] Commissioner of the
		Department of Human Resources
By:
Title
The person signing on behalf of Contractor has
full power and has been properly authorized and empowered to enter into this Contract.		WILLIAM L. HARRIS Departmental Contract Liaison Office of Financial Services Procurement/Contracts Administration
***Date signed by Contractor		***Date signed by the Department

***Must be a date equal to or earlier than the effective date of the contract as specified in paragraph #102 of this contract.

14

ANNEX A

SERVICE DELIVERY SITES

National Mentor Healthcare, Inc.

2987 Clairmont Avenue

Atlanta, Georgia 30329

National Mentor Healthcare, Inc.

2799 Lawrenceville Hwy

Suite 201

Decatur, Georgia 30033

National Mentor Healthcare, Inc.

205 Cleveland Rd.

Bogart, Georgia 30622

National Mentor Healthcare, Inc.

5569 Houston Ave.

Macon, Georgia 31206

National Mentor Healthcare, Inc.

7130 Hodgson Memorial Drive

Suite 203

Savannah, Georgia 31406

National Mentor Healthcare, Inc.

4210–17 Columbia Road

Martinez, Georgia 30907

National Mentor Healthcare, Inc.

1315 Delaunay Ave.

Suite 108

Columbus, Georgia 31091

National Mentor Healthcare, Inc.

1216 Dawson Rd.

Suite 113

Albany, Georgia 31707

National Mentor Healthcare, Inc.

951 Harmony Rd.

Eatonton, Georgia 31024

ANNEX B

CERTIFICATION REGARDING LOBBYING

Certification for Contracts, Grants, Loans, and Cooperative Agreements

The undersigned certifies, to the best of his or her knowledge and belief, that:

1.No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

2.If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

3.The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all sub recipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

By	/s/ Larry Webb	Date	9/29/04
(Signature of Official Authorized to Sign)

16

ANNEX C

CERTIFICATION REGARDING

DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION
LOWER TIER COVERED TRANSACTION

(1)The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

(2)Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

/s/ Larry Webb, Exe Dir	/s/ Larry Webb	9/29/04
Name and Title of Authorized Representative	Signature	Date

INSTRUCTIONS FOR CERTIFICATION

1.       By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below.

2.The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

3.The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

4.The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered transaction,” “participant,” “person,” “primary covered transaction,” “principal,” “proposal,” and “voluntarily excluded,” as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations.

5.The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

6.The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7.A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List (Telephone 202/245-0729).

8.Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9.Except for transactions authored under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntary excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

17

ANNEX D

CONTRACTOR’S PROPOSAL ON FILE WITH THE DEPARTMENT

ANNEX E

LEVEL OF CARE RATE SCHEDULE

LEVEL OF CARE RATES	RATE PER DAY
Child Caring Institutions
Level 1	$	72.00
Level 2	$	81.00
Level 3	$	97.20
Level 4	$	136.89
Level 4 w/Education	$	157.50
Level 5	$	197.19
Level 5 w/Education	$	217.80
Level 6	$	298.00
Level 6 w/Education	$	321.00
Emergency Shelters
	$97.20, unless the child is assessed at level 4-6
Child Placing Agencies
Level 1	$	34.00
Level 2	$	41.00
Level 3	$	82.00
Level 4	$	124.00
Level 5	$	170.00
Level 6	$	197.00

INVOICE

ANNEX F

Please provide written notification of any change in address or contact person to the division of office representative.

Remit Checks or Remittance Advice to:

CONTRACTOR:

Attn:                                                            CONTRACT NUMBER 427-93-

ADDRESS:

City/State/Zip:

CONTRACTOR’S ACCOUNT/INVOICE#:

MAIL INVOICE TO:

Attn:

*Attach additional sheets if needed.

Dates of Service Description of Accomplishments Amount

I, the undersigned, certify that the services or products shown above have been provided according to the terms of the contract and that the payment amount claimed accurately reflects the contracted rate: Approved for Payment:

Contractor Signature	DHR Program Officer
Date Submitted to Division	Date Received by Division

Rev. 3/02

Annex F

Georgia Department of Human Resources
LEVEL OF CARE DFCS FOSTER CARE INVOICE

Foster Home	2. CASE WORKER NAME:
Institution
o Emerg. Shelter	3. CHILD’S NAME:	AGE:
o Respite
o Other	4. UAS PROGRAM CODE(S)   (DFCS USE ONLY)                        ,                         ,
	County DFCS

Institution Address City State Zip

EXPENDITURES	DESCRIPTION	AMOUNT	FUND SOURCE (DFCS USE ONLY)
PLASE ATTACH RECEIPTS)
	FROM            TO                    Inclusive
PER DIEM LEVEL
	FOR      DAYS @ $      PER DAY
CLOTHING
SUPPLEMENTAL SUPERVISION
MEDICAL
INCIDENTALS (List)
OTHER EXPENSES (List)
LESS: REVENUE, COPAY, INSURANCE
	B. GRAND TOTAL:	$

Hereby certify that the above services have been rendered and that the total cost billed is a true reflection of the level of care rate, other costs reflects the application of other revenues received for this child this month.

CONTRACTOR AUTHORIZED SIGNATURE DATE

Certify that this invoice has been checked and is approved for payment.

DFCS APPROVING AUTHORITY SIGNATURE DATE

ITEMS 11-14 DFCS USE ONLY 11. VENDOR #              12. CHILD’S #

??. EXPENDITURES	CODE	STATE	CODE	COUNTY	CODE	RESTRICTED	TOTAL
Per Diem - Regular
Per Diem - Special
AIDS Approved Per Diem
State App. Per Diem Waivers
Initial Clothing
Annual Clothing
Clothing (County/R.F.)
Supplemental Supervision
Child Restraint Devices
Medical Needs
Incidentials
Written Waiver Item
Other
14. TOTALS:

Form 526 LOC (Rev. 12-03) Original - - Accounting     Copy - Case Record Copy - Foster Patent (if desired)

PROVIDER INSTRUCTIONS FOR THE 526 LOC

FOSTER CARE INVOICE

THIS FORM IS ONLY FOR USE BY PROVIDERS APPROVED FOR LEVELS 1-4. PROVIDERS APPROVED FOR LEVELS 5 AND 6 (FORMER MATCH INTERMEDIATE AND INTENSIVE PLACEMENTS) WILL CONTINUE TO USE THE EXISTING MATCH PREBILL PAYMENT PROCESS.

Form 526 LOC serves a dual purpose. The top half serves as the provider’s invoice with the bottom half serving as the account-coding document. Items 1-9 are to be completed by the LOC provider. DFCS staff completes items 10-24 and other places where DFCS USE ONLY is indicated. Complete a separate form for each child.

FOR PROVIDERS of LEVELS 1-4 SERVICES:

Item 1– Check the appropriate box to indicate the appropriate type of care. If the agency is a CHILD PLACING AGENCY only, check other and write CPA beside the other box.

Item 2– Enter the caseworker’s name for the child.

Item 3– Enter the child’s name.

Item 4– DFCS use only.

Item 5–Enter the name of the county DFCS office that has legal custody of the child. If this child is a Parental Custody child referred by Mental Health, enter the county of residence for the parents and write P.C. for parental custody.

Item 6– Enter the legal name and address of the LOC provider. If there are multiple sites, also enter the site name.

Item 7– For each sub item a-f enter a description and amount per item. DO NOT ENTER THE FUND SOURCE INFORMATION. DFCS staff will code the fund source information. If the agency is a CHILD PLACING AGENCY the administration and per diem must be split in accordance with federal regulations. Enter the per diem paid to the agency’s home in item a and the administration in item f “other” with a description of CPA Administration along with the amount. In Item g, enter the amount if any of any other revenue, co-payments made by parents or insurance received for this child.

Item 8– add items 7a through 7f and subtract item 7g. Enter this amount in item 8.

Item 9– Sign and date the invoice. Mail one invoice per child to the county office that has legal custody and place the child with your agency.

Approved Level 5 and 6 providers will continue to mail invoices to the address on the pre-bill.

ANNEX G

HIPAA BUSINESS ASSOCIATE AGREEMENT

GEORGIA DEPARTMENT OF HUMAN RESOURCES

This Business Associate Agreement (hereinafter referred to as “Agreement”), effective the day and year first written above, is made and entered into by and between the Georgia Department of Human Resources (hereinafter referred to as “DHR”) and the Contractor (hereinafter referred to as “Business Associate”).

WHEREAS, DHR is required by the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”), to obtain satisfactory assurances that its Business Associates will provide appropriate safeguards of Protected Health Information (“PHI”) that a business associate may receive or create on behalf of DHR pursuant to this Contract and to document those assurances by entering into Business Associate Agreements with certain entities that provide functions, activities, or services involving the use of PHI;

WHEREAS, Business Associate may provide functions, activities, or services involving the use of PHI;

NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, DHR and Business Associate (each individually a ‘Party’ and collectively the ‘Parties’) hereby agree as follows:

A. Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in the Privacy Rule, published as the Standards for Privacy of individually Identifiable Health Information in 45 CFR Parts 160 and 164 (“Privacy Rule”).

B. Except as limited in this Agreement Business Associate may use of disclose PHI only to extent necessary to meet its responsibilities as set forth in the Contract provided that such user of disclosure would not violate the Privacy rule if done by DHR.

C. Unless otherwise Required by Law, Business Associate agrees:

1.  That it will not request, create, receive, use or disclose PHI other than as permitted or required by this Agreement or as required by law.

2.  To establish, maintain and use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this Agreement.

3.  To mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement.

4.  That its agents or subbusiness Associates are subject to the same obligations that apply to Business Associate under this Agreement and Business Associate agrees to ensure that its agents or subbusiness Associates comply with the conditions, restrictions, prohibitions and other limitations regarding the request for, creation, receipt, use or disclosure of PHI, that are applicable to Business Associate under this Agreement.

5.  To report to DHR any use or disclosure of PHI that is not provided for by this Agreement of which it becomes aware. Business Associate agrees to make such report to DHR in writing in such form as DHR may require within twenty-four(24) hours after Business Associate becomes aware.

6. To make any amendment(s) to PHI in a Designated Record Set that DHR directs or agrees to pursuant to 45 CFR 164.526 at the request of DHR or an individual, within five (5) business days after request of DHR or of the individual Business Associate also agrees to provide DHR with written confirmation of the amendment in such format and within such time as DHR may require.

7. To provide access to PHI in a Designated Record Set to DHR upon request, within five (5) business days after such request, or, as directed by DHR, to an individual.  Business Associate also agrees to provide DHR with written confirmation that access has been granted in such format and within such time as DHR may require.

8.  To give DHR, the Secretary of the U.S. Department of Health and Human Services (the “Secretary”) of their designees access to Business Associate’s books and records and policies, practices or procedures relating to the use and disclosure of PHI for or on behalf of DHR within five (5) business days after DHR, the Secretary or their designees request such access or otherwise as DHR, the Secretary or their designees may require. Business Associate also agrees to make such information available for review, inspection and copying by DHR, the Secretary or their designees during normal business hours at the location or locations where such information is maintained or to otherwise provide such information to DHR, the Secretary or their designees in such form, format or manner as DHR, the Secretary or their designees may require.

9. To document all disclosures of PHI and information related to such disclosures as would be required for DHR to respond to a request by an individual or by the Secretary for an accounting of disclosures of PHI accordance with the requirements of the Privacy Rule.

10. To provide to DHR or to an individual, information collected in accordance with Section 3.1. of this Agreement, above, to permit DHR to respond to a request by an individual for an accounting of disclosures of PHI as provided in the Privacy Rule.

D. Unless otherwise required by Law, DHR agrees:

1.  That it will notify Business Associate of any new limitation in DHR’s Notice of Privacy Practices in accordance with the provisions of the Privacy Rule if, and to the extent that, DHR determines in the exercise of its sole discretion that such limitation will affect Business Associates use or disclosure of PHI.

2.  That it will notify Business Associate of any change in, or revocation of, permission by an individual for DHR to use or disease PHI to the extent that DHR determines in the exercise of its sole discretion that such change or revocation will affect Business Associates use or disclosure of PHI.

3.  That it will notify Business Associate of any restriction regarding its use or disclosure of PHI that DHR has agreed to in accordance with the Privacy Rule if, and to the extent that, DHR determines in the exercise of its sole discretion that such restriction will affect Business Associate’s use or disclosure of PHI.

E. The Term of this Agreement shall commence on the day and year first written above, and shall terminate when all the PHI provided by DHR to Business Associate, or created or received by Business Associate on behalf of DHR, is destroyed or returned to DHR, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions in this Annex.

1.  Termination for Cause. Upon DHR’s knowledge of a material breach by Business Associate, DHR shall either;

a.  Provide an opportunity for Business Associate to cure the breach or end the violation, and terminate this Agreement if Business Associate does not cure the breach or end the violation within the time specified by DHR;

b.  Immediately terminate this Agreement if Business Associate has breached a material term of this Agreement and cure is not possible; or

c.  If neither termination nor cure is feasible, DHR shall report the violation to the Secretary.

2.  Effect of Termination.

a.  Except as provided in paragraph (A.) (2) of this Section, upon termination of this Agreement, for any reason, Business Associate shall return or destroy all PHI received from DHR, or created or received by Business Associate on behalf of DHR. This provision shall apply to PHI that is in the possession of subbusiness Associates or agents of Business Associate. Neither Business Associate nor its agents nor subbusiness Associates shall retain copies of the PHI.

b.  In the event that Business Associate determines that returning or destroying the PHI is not feasible. Business Associate shall send DHR detained written notice of the specific reasons why it believes such return or destruction is not feasible and the factual basis for such determination, including the existence of any conditions or circumstances which make such return or disclosure infeasible. If DHR determines, in the exercise of its sole decretion, that the return or destruction of such PHI is not feasible. Business Associate agrees that it will limit its further use or disclosure of PHI only to those purposes DHR may, in the exercise of its sole discretion, deem to be in the public interest or necessary for the protection of such PHI, and will take such additional action as DHR may require for the protection of patient privacy or the safeguarding, security and protection of such PHI.

c.  If neither termination nor cure is feasible, DHR shall report the violation to the Secretary.

d.  Section E.2 of this Agreement, regarding the effect of termination or expiration, shall survive the termination of this Agreement.

F.  Interpretation. Any ambiguity in this Agreement shall be resolved to permit DHR to comply with appleable state and federal laws, rules and regulations, and the Privacy Rule, and any rules, regulations, requirements, rulings, interpretations, procedures or other actions related thereto that are promulgated, issued or taken by or on behalf of the Secretary, provided that applicable federal laws, rules and regulations and the laws of the State of Georgia shall supersede the Privacy Rule if, and to the extent that, they impose additional requirements, have requirements, that are more stringent than or provide greater protection of patient privacy or the security or safeguarding of PHI than those HIPAA and its Privacy Rule.

All other terms and conditions contained in the Contract and any amendment thereto, not amended by this Annex, shall remain in full force and effect. The undersigned Business Associate agents, by signing this Agreement below, that it will comply with all provisions of HIPAA and the federal “Standards for Privacy of Individually Identifiable Health Information” promulgated thereunder at 45 CFR Parts 160 and 164, and that it assures to DHR that it will provide appropriate safeguards of Protected Health Information (“PHI”) as an entity that provides functions, activities, or services involving the use of PHI;

For the Contractor.	For the Commissioner of the Department of Human Resources:
/s/  [ILLEGIBLE]
Signature and Title of Contractors Authorized Representative	Office of Financial Services/Procurement/Contracts Administration
[ILLEGIBLE]
Date Signed/by Contractor	Date Signed by the Department

ANNEX H

GOVERNMENT FUNDED RELIGIOUS ACTIVITIES CLARIFICATION

1. The Department shall defer to the Contractor’s designation of positions serving a primarily spiritual, ministerial, or religious purpose. (Para. 104.A.)

2. The Contractor shall be deemed to be in compliance with the restrictions on the use of government monies in Paragraphs 104.A. and 105 if it segregates such funds into a separate account and refrains from using those funds to sponsor religious activities or to pay compensation or benefits to persons in non-secular positions. (Paras. 104.A. and 105.)

3. Without changing the requirements of Paragraph 104A, the Contractor maintains the right to employ personnel who can accept and support the Contractor’s mission statement and who can effectively support and relate to foster parents for whom religious beliefs are important.  Employee personnel other than those in non-secular positions who_only incidentally interact with spiritual, ministerial or religious programs may nevertheless be evaluated on their ability to fulfill the functions of these positions, which evaluation may include the ability to interact and communicate with those in non-secular positions and consideration of all other relevant factors.  However, such incidental interaction with spiritual, ministerial or religious programs or personnel on the part of such employee personnel shall not be construed to constitute impermissible funding or support of such programs or personnel. The inability or unwillingness of an employee or prospective employee to work well with and be supportive of the Contractor’s other personnel, including its non-secular employees, may be considered by the Contractor. (Para. 104.A.)

4. The Contractor shall make available for inspection by the Department all non-privileged legally producible records required by this Contract; provided, however, that the private, confidential employment records of individual employees or prospective employees shall be treated as confidential by the Department and its personnel and shall not be disclosed to any third party without the consent of such employee or prospective employee, and if such records contain the mental impressions of Contractor agents, the consent of the Contractor. (Para. 104.A.) However, it is understood that the Department is subject to the provisions of the Georgia Open Records Act found at O.C.G.A. §§ 50-18-70 et seq. with regard to records coming into its possession in the normal course of business.

5. The phrases “consumer/customer/client,” “any person,” and “any individual” as used in Paragraph 104.B. refer only to children in state custody, and shall not be construed to include the potential and actual foster families with whom the Contractor places children. (Para. 104.B.)

6. The word “harassment” as used in Paragraph 104.B. shall be given its customary and ordinary meaning in law. (Para. 104.B.)

7. The term “government monies” as used in paragraphs 104 and 105 means only funds received by the Contractor directly from the Department.

8. The Department recognizes that as a religiously-based service provider, Contractor may from time to time engage in religious activities in its services and programs, including religious worship, instruction, proselytization, or promotion, and that no provision of Paragraph 105 shall be construed to prohibit said activities. The Department clarifies that

incidental participation in such activities by employees other than those in non-secular positions shall not be construed to constitute impermissible funding or support of such activities in violation of this paragraph, but significant levels of participation in such activities will require payment from segregated funds or other means of pro-ration to assure that the employee’s participation is not government funded. The Department further clarifies that residential programs may exert reasonable efforts to afford opportunities for religious activities for foster children or to excuse foster children from required religious activities in accordance with this paragraph. The Department will work with the Contractor to meet or accommodate the spiritual needs of a child when the child’s worship service, religious study, or religious observance is not attended by the majority of the children for whom the Contractor is providing care, or the Contractor does not have the resources to meet the child’s religious needs. (Para. 105)

9. Contractor will determine the nature of contractor’s relationship with foster parents. Should contractor enter into subcontracts with foster parents, all subcontractor requirements of Paragraph 116 under the contract will apply. Subcontractor requirements will not apply to foster parents considered as agents, volunteers, or compensated or uncompensated staff members of contractor, but the anti-discrimination clauses as herein clarified will apply.

10. The Department recognizes that compliance with paragraphs 104 and 105 may require Contractor to engage in substantial revisions of its operating policies and procedures. Accordingly, while Contractor is expected to make best efforts to come into compliance as soon as possible, full compliance shall not be required until October 3, 2004, provided the Contractor commences its good faith compliance efforts with reasonable promptness.

11. All services provided by parties contracting with, funded in whole or in part by, or acting on behalf of the Department of Human Resources or its divisions, including individual foster parents, child welfare agencies, child caring institutions and child-placing institutions as defined in O.C.G.A. § 49-5-3, shall be performed without discrimination or harassment based upon a child’s religion, religious beliefs, race, color, national origin, age, disability, creed, political affiliation, gender, sexual orientation, or HIV/AIDS status. This provision, and contractual terms related to this provision, are intended to acknowledge the Department’s commitment to see that no child in its custody is taunted, verbally or physically assaulted, or otherwise ridiculed for reasons based on sexual orientation or for any other reason. Nothing in this provision or in the contractual terms related to this provision is intended to create or recognize sexual orientation as a new protected class or to confer rights and privileges based on sexual orientation beyond what is required by law.

12. It is understood that should controlling provisions of the federal or state constitutions be subjected to narrowing interpretation by decisions of the United States Supreme Court or Georgia Supreme Court issued hereafter that the provisions of the LOC contract shall be revised to be consistent with then existing law.

13. Nothing in this contract shall be interpreted or applied in a manner that violates the constitutional rights of the Contractor, its employees agents or subcontractors including the foster families with whom it places children in state custody or to cause the Department to violate any legally binding constitutional or statutory provisions, including the Open Records Act.

EX-10.21

Exhibit 10.21

SECTION 9

ATTACHMENT A

APPLICATION AND QUALIFIED VENDOR AGREEMENT AWARD

APPLICATION and	ARIZONA DEPARTMENT OF
	ECONOMIC SECURITY
QUALIFIED VENDOR AGREEMENT AWARD
	DIVISION OF
RFQVA NO. DDD 704011	DEVELOPMENT DISABILITIES

APPLICATION

TO: THE STATE OF ARIZONA

The undersigned hereby applies and agrees to provide the service(s) in compliance with the RFQVA
For clarification of this application, contact:

Greg Torres				04-2893910
Name				Federal Employer Identification Number
(617) 790-4800				National Mentor Healthcare, Inc. DBA Arizona Mentor
Phone Number				Company Name
(617) 790-4901				3724 N. 3rd St. Suite 200
Fax Number				Mailing Address
greg.torres@TheMentorNetwork.com				Phoenix	AZ	85012
Email Address				City	State	Zip
If awarded a Qualified Vendor Agreement,				602-200-9494
all notices should be sent to:				Phone Number
Kay S. Moore				kay.moore@TheMentorNetwork.com
Name				E-Mail Address
3724 N. 3rd St. Suite 200				/s/ Greg Torres
Mailing Address				Signature & Person Authorized to Sign Application
Phoenix	AZ		85012
City	State		Zip	Greg Torres
				Printed Name
602-200-9494		602-200-8588
Phone Number		Fax Number		CEO
				Title
kay.moore@TheMentorNetwork.com
EMail Address

APPROVAL OF APPLICATION AND AGREEMENT AWARD (FOR STATE OF ARIZONA USE ONLY)

Your application is hereby approved.  The Qualified Vendor is now bound to provide the service (s) listed in the attached award notice based upon the RFQVA, including all terms, conditions, service specifications, scope of work, amendments, etc., and the Qualified Vendor’s application as accepted by the State.

This agreement shall henceforth be referred to as Qualified Vendor Agreement No. 00455. The begin date and the effective date of this agreement is either the date that this award is signed by the Procurement Officer or July 1, 2003, whichever is later.

State of Arizona
Awarded this Date:	7/1/03
/s/ Antonia Valladares
Procurement Officer

A-1

SECTION 1

NOTICE OF REQUEST FOR QUALIFIED VENDOR APPLICATIONS (RFQVA)

State of Arizona

Department of Economic Security (DES) or (Department)

Division of Developmental Disabilities (DDD) or (Division)

RFQVA Number: DDD 704011

o Time Limited

ý Open and Continuous

Application Due Date:

Pursuant to Arizona Revised Statutes (A.R.S.) § 36-557 and rules adopted thereunder (R6-6-2101 et seq.), which are incorporated herein by reference, Applications for the services listed below will be accepted by the Division at the time and manner specified below. Through this Request for Qualified Vendor Applications (RFQVA) the Arizona Department of Economic Security (DES or Department), Division of Developmental Disabilities (DDD or Division) will execute Qualified Vendor Agreements with providers for the provision of services.

Applications must be submitted electronically using the Qualified Vendor Application and Directory System as well as submitting a printable hard copy with signatures and necessary additional documentation. See Section 3 and Section 9.

Applications will be accepted from current contracted providers beginning April 7, 2003. To assure service continuation effective July 1, 2003 Applications should be submitted by May 1, 2003 at 5 p.m. Arizona time. Applicants new to DDD may submit Applications beginning May 5, 2003. All Applicants shall not expect to be awarded an agreement sooner than 60 days after the submittal of a complete Application. [NOTE: Applications from independent providers as defined in Section 6 will not be processed or result in an agreement until the statewide published rates for independent providers have been adopted in the fall of 2003.]

Submittal Location:

ELECTRONICALLY GENERATED HARD COPY WITH ORIGINAL SIGNATURE

AND NECESSARY DOCUMENTATION

In Person or By Courier to:

DDD Contract Unit, 4^th Floor Southwest

Business Operations — Site Code 791A

Division of Developmental Disabilities

Arizona Department of Economic Security

1789 West Jefferson Street

Phoenix, Arizona 85007

(602) 542-6874

I-1

By Mail to:

DDD Contract Unit

Business Operations - Site Code 791A

Division of Developmental Disabilities

Arizona Department of Economic Security

P.O. Box 6123

Phoenix, Arizona 85005

Services:

Home-Based Services: Attendant Care; Habilitation, Community Protection and Treatment Hourly; Habilitation, Support; Housekeeping; and Respite. Day Treatment and Training Services: Day Treatment and Training, Adult; Day Treatment and Training, Children (After-School); and Day Treatment and Training, Children (Summer). Developmental Home Services:  Habitation, Vendor Supported Developmental Home (Child and Adult); and Room and Board, Vendor Supported Developmental Home (Child and Adult). Independent Living Services: Habilitation, Individually Designed Living Arrangement. Group Home Services: Habilitation, Community Protection and Treatment Group Home; Habilitation, Group Home; Habilitation, Nursing Supported Group Home; and Room and Board, All Group Homes. Professional Services: Home Health Aide; Nursing; Occupational Therapy; Occupational Therapy Early Intervention; Physical Therapy; Physical Therapy Early Intervention; Speech Therapy; and Speech Therapy Early Intervention. Other Services: Transportation.

First Pre-Application Conference:

Date: March 19, 2003, Arizona Time: 10 a.m. to 2 p.m.

Location:Sheraton Crescent Hotel

2620 West Dunlap Avenue

Phoenix, Arizona

(602) 943-8200

Second Pre-Application Conference:

The second pre-Application conference will be held after the electronic application is released. The purpose of the conference will be to answer specific questions about the electronic application, referred toas the Qualified Vendor Application and Directory System.

Date: March 28, 2003, Arizona Time: Session 1 - 9 a.m. to Noon; Session 2 - 1 p.m. to 4 p.m.

These two sessions will provide the same information. Applicants whose Federal Employer Identification Number (FEIN) or Social Security Number (SSN) ends with an odd number shall attend the morning (9 am to noon) session, and Applicants whose FEIN or SSN ends with an even number shall attend the afternoon (1 p.m. to 4 p.m.) session.

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Location:Auditorium in the basement of the Arizona Land Department

1616 West Adams Street

Phoenix, Arizona

(602) 542-4631

Persons with a disability may request a reasonable accommodation by contacting the RFQVA contact person. (For TDD/TTY call through the Arizona Relay Service at 800 367-8939). Requests should be made as early as possible to allow time to arrange the accommodation.

Agreement Type: Qualified Vendor Agreement with Published Rate

Agreement Term: 12 months beginning no sooner than 7/1/03, with five one-year options for the Division to extend or renew the agreement, with all agreements ending 6/30/09. The agreement can be terminated as specified in Section 6, DES/DDD Terms and Conditions.

RFQVA Contact Person (Phone/email)

Cathie Rodman (602) 542-6896 /CRodman@azdes.gov

DDD Procurement Specialist Date

AN EQUAL EMPLOYMENT OPPORTUNITY AGENCY

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EX-10.22

Exhibit 10.22

Attachment 1

STATE OF NEW JERSEY

DEPARTMENT OF HUMAN SERVICES

STANDARD LANGUAGE DOCUMENT

FOR SOCIAL SERVICE AND TRAINING CONTRACTS

This CONTRACT is effective as of the date recorded on the signature page between the Department and the Provider Agency identified on the signature page.

WHEREAS the New Jersey Department of Human Services (the “Department”) has been duly designated under the authority of N.J.S.A. 30:1A-1, 30:1-11, 30:1-12, and 30:1-20 to administer or supervise the administration of social service and training programs and has, in turn, designated the Departmental Component to be directly responsible for the funding, implementation and administration of certain social service and training programs, including the program(s) covered by this Contract; and

WHEREAS the Department desires that the Provider Agency provide services and the Provider Agency has agreed to provide services in accordance with the terms and conditions contained in this Contract;

THEREFORE the Department and the Provider Agency agree as follows:

I.              DEFINITIONS

For the purposes of this document, the following terms, when capitalized, shall have meanings as stated:

Additional Insured means an endorsement to an insurance policy extending the coverage to the State of New Jersey against loss in accordance with the terms of the policy.  Designating the State as an additional insured permits the Department to pay the premium should the insured fail to do so.

Annex(es) means the attachment(s) to this document containing programmatic and financial information.

Contract means this document, the Annex(es), any additional appendices or attachments (including any approved assignments, subcontracts or modifications) and all supporting documents.  The Contract constitutes the entire agreement between the parties.

Expiration means the cessation of the Contract because its term has ended.

March  2002

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Notice means an official written communication between the Department and the Provider Agency.  All Notices shall be delivered in person or by certified mail, return receipt requested, and shall be directed to the persons and addresses specified for such purpose in the Annex(es) or to such other persons as either party may designate in writing.

The Notice shall also be sent by regular mail and shall be presumed to have been received by the addressee five Days after being sent to the last address known by the Department.

Termination means an official cessation of this Contract, prior to the expiration of its term, that results from action taken by the Department or the Provider Agency in accordance with provisions contained in this Contract.

II.            BASIC OBLIGATIONS OF THE DEPARTMENT

Section 2.01 Payment. As established in the Annex(es), payment for Contract services delivered shall be based on allowable expenditures or the specified rate per unit of service delivered. Such payment(s) shall be authorized by the Department in accordance with the time frames specified in the Annex(es). Total payments shall not exceed the maximum Contract amount, if any, specified in the Annex(es). All payments authorized by the Department under this Contract shall be subject to revision on the basis of an audit or audits conducted under Section 3.09 Audit or on the basis of any Department monitoring or evaluation of the Contract.

Section 2.02 Referenced Materials. Upon written request of the Provider Agency, the Department shall make available to the Provider Agency copies of federal and State regulations and other material specifically referenced in this document.

III.           BASIC OBLIGATIONS OF THE PROVIDER AGENCY

Section 3.01 Contract Services.  The Provider Agency shall provide services to eligible persons in accordance with all specifications contained in this Contract.

Section 3.02 Reporting. The Provider Agency shall submit to the Department programmatic and financial reports on forms provided by the Department. The reporting frequency and due date(s) are specified and sample forms to be used are included in the Annex(es), or otherwise made available by the Departmental Component.

Section 3.03 Compliance with Laws. The Provider Agency agrees in the performance of this Contract to comply with all applicable federal, State and local laws, rules and regulations (collectively,

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“laws”), including but not limited to the following: State and local laws relating to licensure; federal and State laws relating to safeguarding of client information; the federal Civil Rights Act of 1964 (as amended); P.L. 1975, Chapter 127, of the State of New Jersey (N.J.S.A. 10:5-31 et seq. ) and associated executive orders pertaining to affirmative action and nondiscrimination in public contracts; the federal Equal Employment Opportunity Act; Section 504 of the federal Rehabilitation Act of 1973 pertaining to non-discrimination on the basis of handicap, and regulations thereunder; the Americans With Disabilities Act (ADA), 42 U.S.C. 12101 et: seq.  Failure to comply with the laws, rules and regulations referenced above shall be grounds for Termination of this Contract for cause.

If any provision of this Contract shall conflict with any federal or State law(s) or shall have the effect of causing the State to be ineligible for federal financial participation in payment for Contract services, the specific Contract provision shall be considered amended or nullified to conform to such law(s). All other Contract provisions shall remain unchanged and shall continue in full force and effect.

Section 3.04 Business Registration.  According to P.L. 2001, c. 134 (N.J.S.A. 52:32-44 et seq. ) all profit and non-profit corporations (domestic and foreign), as well as, all limited partnerships, limited liability companies, and limited liability partnerships must submit annual reports and associated processing fees (annual business registration) to the Division of Revenue, Department of the Treasury commencing with the year after they file for their Certificate of Incorporation with the State of New Jersey. No State agency (the Department) may Contract with a Provider Agency if the Provider has not filed for its incorporation papers or filed its annual business registration.  Furthermore, no Provider Agency that Contracts with the Department shall enter into any subcontract unless the subcontractor can demonstrate that it is incorporated in the State of New Jersey or its annual business registration is current.  Failure to comply with this paragraph or the citation referenced above shall be grounds for the Department to Terminate this Contract for cause.

Section 3.05 Set-off for State Tax.  Pursuant to P.L. 1995, c. 159, effective January 1, 1996, and notwithstanding any provision of the law to the contrary, whenever any taxpayer (Provider Agency), partnership or S corporation under contract to provide goods or services or construction projects to the Department is entitled to payment for those goods or services at the same time a taxpayer, partner or shareholder of that entity is indebted for any State tax, the Director of the Division of Taxation shall seek to set off so much of that payment as shall be necessary to satisfy the

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indebtedness.  The amount of the set-off shall not allow for the deduction of any expense or other deductions which might be attributable to the taxpayer, partner, or shareholder subject to set-off under this Act.

The Director ofthe Division of Taxation shall give notice of the set-off to the taxpayer, partner or shareholder and provide an opportunity for a hearing within 30 Days of such notice under the procedures for protests established under R.S. 54:49-18. No request for conference, protest or subsequent appeal to the Tax Court from any protest shall stay the collection of the indebtedness.  Interest that may be payable by the State, pursuant to P.L. 1987, c. 184 (c. 52:32-32 et seq.) to the taxpayer shall be stayed.

Section 3.06 Affirmative Action. During the performance of this Contract, the contractor (Provider Agency) agrees as follows:

The contractor or subcontractor, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, sex or disability. Except with respect to affectional sexual orientation, the contractor will take affirmative action to ensure that such applicants are recruited and employed.

The contractor will also take affirmative action to ensure that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry marital status, affectional or sexual orientation, sex or disability. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause.

The contractor or subcontractor, where applicable, in all solicitations or advertisements for employees placed by or on behalf of the contractor, shall state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, sex or disability.

The contractor or subcontractor, where applicable, will send to each labor union or representative or workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the

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labor union or workers’ representative of the contractor’s commitments  under this Act and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

The contractor or subcontractor, where applicable, agrees to comply with the regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time.

The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers consistent with the applicable county employment goals prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time.

The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, and labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, sex or disability, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices.

The contractor or subcontractor agrees to revise any of its testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job-related testing, as established by the statutes and court decisions of the State of New Jersey and as established by applicable federal law and applicable federal court decisions.

The contractor and subcontractor agree to review all procedures relating to transfer, upgrading, downgrading and layoff to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, sex or disability, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable federal law and applicable federal court decisions.

The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may be requested by the Office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for

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conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (N.J.A.C. 17:27).

Section 3.07 Department Policies and Procedures. In the administration of this Contract, the Provider Agency shall comply with all applicable policies and procedures issued by the Department including, but not limited to, the policies and procedures contained in the Department’s Contract Reimbursement Manual (as from time to time amended) and the Department’s Contract Policy and Information Manual (as from time to time amended). Failure to comply with these policies and procedures shall be grounds to terminate this Contract.

Section 3.08 Financial Management System. The Provider Agency’s financial management system shall provide for the following:

(a)accurate, current and complete disclosure of the financial results of this Contract and any other contract, grant, program or other activity administered by the Provider Agency;

(b)records adequately identifying the source and application of all Provider Agency funds and all funds administered by the Provider Agency.  These records shall contain information pertaining to all contract and grant awards and authorizations, obligations, unobligated balances, assets, liabilities, outlays and income;

(c)effective internal control structure over all funds, property and other assets. The Provider Agency shall adequately safeguard all such assets and shall ensure that they are used solely for authorized purposes;

(d)comparison of actual outlays with budgeted amounts for this Contract and for any other contract, grant, program or other activity administered by the Provider Agency;

(e)accounting records supported by source documentation;

(f)procedures to minimize elapsed time between any advance payment issued and the disbursement of such advance funds by the Provider Agency; and

(g)procedures consistent with the provisions of any applicable Department policies and procedures for determining the reasonableness, allowability and allocability of costs under this Contract.

Section 3.09 Audit. The Department requires submission of the Provider Agency’s annual organization-wide audit.

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Audits shall be conducted in accordance with theFederal Single Audit Act of 1984, generally accepted auditing standards as specified in the Statements onAuditing Standards issued by the American Institute of Certified Public Accountants and Government Auditing Standards issued by the Comptroller General of the United States.

At any time during the Contract term, the Provider Agency’s overall operations, its compliance with specific Contract provisions, and the operations of any assignees or subcontractors engaged by the Provider Agency under Section 5.02 Assignment and Subcontracts may be subject to audit by the Department, by any other appropriate unit or agency of State or federal government, and/or by a private firm or firms retained or approved by the Department for such purpose.

Whether or not such audits are conducted during the Contract term, a final financial and compliance audit of Contract operations, including the relevant operations of any assignees or subcontractors, may be conducted after Contract Termination or Expiration.

The Provider Agency is subject to audit up to four years after Termination or Expiration of the Contract.  If any audit has been started but not completed or resolved before the end of the four-year period, the Provider Agency continues to be subject to such audit until it is completed and resolved.

Section 3.10 Federal Davis-Bacon Act and New Jersey Prevailing Wage Act. Any Department Contract containing federal funds in excess of $2,000 utilized for the construction, alteration, renovation, repair or modification of public works or public buildings to which the federal government is a party, or any contract for similar work on public works financed with federal funds must comply with the federal Davis-Bacon Act, 40 U.S.C. section 276a et seq.  The Davis-Bacon Act requires that the contractor must pay the prevailing wages to each designated worker class engaged under the contract at wage rates determined by the U.S. Secretary of Labor.

In addition, any State funds in excess of $2,000 utilized through a subsequent Provider Agency contract or subcontract for any public work in which the Department is a party, or for public work to be done on property or premises leased or to be leased by the Department shall comply with the NJ Prevailing Wage Act, N.J.S.A. 34:11-56.27. Such contracts or subcontracts shall contain a provision stating that the prevailing wage rate, as designated by the New Jersey Commissioner of Labor, must be paid to all designated classes of workers employed through said contracts or subcontracts.  The Provider Agency must determine if the New Jersey Prevailing Wage Act applies and follow all directives per N.J.S.A. 34:11-56 et seq.

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Section 3.11 Contract Closeout. The Provider Agency shall comply with all requirements of Policy Circular P7.01, Contract Closeout, including the timely submittal of the Final Report of Expenditures and any other financial or programmatic reports required by the Department. All required documentation is due within 120 Days of Contract Expiration or Termination.

IV.         TERMINATION

The Department may terminate or suspend this Contract in accordance with the sections listed below.

Section 4.01 Default and Termination for Cause. If the Provider Agency fails to fulfill or comply with any ofthe terms or conditions of the Contract, in whole or in part, the Department may by Notice place the Provider Agency in default status, and take any action(s) listed in accordance with Department Policy Circular P9.05, Contract Default. Notice shall follow the procedures established in the Policy Circular.

The above notwithstanding, the Departments may immediately upon Notice terminate the Contract prior to its expiration, in whole or in part, whenever it is determined that the Provider Agency has jeopardized the safety and welfare of the Department’s clients, materially failed to comply with the terms and conditions of the Contract, or whenever the fiscal or programmatic integrity of the Contract has been compromised. The Notice of Termination shall state the reason for the action(s); the Provider Agency’s informal review options, time frames and procedures; the effective date of the Termination; and the fact that a request for areview of the decision for action(s) does not preclude the determined action(s) from being implemented.

Section 4.02 Termination by the Department or Provider Agency. The Department or provider Agency may terminate this Contract upon 50 Days’ advance written Notice to the other party for any reason whatsoever, including lack of funding by the Department.

The parties expressly recognize and agree that the Department’s ability to honor the terms and conditions of this Contract is contingent upon receipt of federal funds and/or appropriations of the State legislature. If during the term of this Contract, therefore, the federal and/or the State government reduces its allocation to the Department,the Department reserves the right, upon Notice to the Provider Agency, to reduce or terminate the Contract.

Section 4.03 Termination Settlement. When a Contract is terminated under any section of Article IV of this Contract or Policy

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Circular P9.05, Contract Default, the Provider Agency shall be prohibited from incurring additional obligations of Contract funds. The Department may allow costs that the Provider Agency could not reasonably avoid during the Termination process to the extent that said costs are determined to be necessary and reasonable.

The Provider Agency and Department shall settle or adjust all accounts in a manner specified by the Department and shall be subject to a final audit under Section 3.09 Audit.

V.            ADDITIONAL PROVISIONS

Section 5.01 Application of New Jersey Law. This Contract shall be governed, construed and interpreted in accordance with the laws of the State of New Jersey including the New Jersey Contractual Liability Act (N.J.S.A. 59:13-1 et seq.).

Section 5.02 Assignment and Subcontracts. This Contract, in whole or in part, may not be assigned by the Provider Agency or assumed by another entity for any reason, including but not limited to changes in the corporate status of the Provider Agency, without the prior written consent of the Department.  Upon prior written notice of a proposed assignment, the Department may: (1) approve the assignment and continue the Contract to term; (2) approve the assignment conditioned upon the willingness of the assignee to accept all contractual modifications deemed necessary by the Department; or (3) disapprove the assignment and either terminate the Contract or continue the Contract with the original Provider Agency.

The Provider Agency may not subcontract any of the services that it has committed to perform or provide pursuant to this Contract without the prior written approval of the Department.  Such consent to subcontract shall not relieve the Provider Agency of its full responsibilities under this Contract.  Consent to the subcontracting of any part of the services shall not be construed to be an approval of said subcontract or of any of its terms, but shall operate only as an approval of the Provider Agency’s request for the making of a subcontract between the Provider Agency and its chosen subcontractor. The Provider Agency shall be responsible for all services performed by the subcontractor and all such services shall conform to the provisions of this Contract.

Section 5.03 Client Fees.  Other than as provided for in the Annex(es) and/or Departmental Component specific policies, the Provider Agency shall impose no fees or any other types of charges of any kind upon recipients of Contract services. 

Section 5.04 Indemnification.  The Provider Agency shall assume all risk of and responsibility for, and agrees to indemnify, defend

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and hold harmless the State of New Jersey and its employees from and against any and all claims, demands, suits, actions, recoveries, judgments and costs, and expenses in connection therewith on account of the loss of life, property or injury or damages to the person, body or property of any person or persons, whatsoever, which shall arise from or result directly or indirectly from (1) the work, service or materials provided under this Contract; or (2) any failure to perform the Provider’s obligations under this Contract or any improper or deficient performance of the Provider’s obligations under this Contract. This indemnification obligation isnot limited by, but is in addition to, the insurance obligations contained in this Contract.

Furthermore, the provisions of this indemnification clause shall in no way limit the obligations assumed by the Provider under this Contract, nor shall they be construed to relieve the Provider from any liability nor preclude the State of New Jersey, its Agencies, and/or the Department of Human Services from taking any other actions available to them under any other provisions of this Contract or otherwise in law.

Section 5.05 Insurance.  The Provider Agency shall maintain adequate insurance coverage. The State shall be included as an Additional Insured on any insurance policy applicable to this Contract. Should the Provider Agency fail to pay any premium on any insurance policy when due, the Department may pay the premium and, upon Notice to the Provider Agency, reduce payment to the Provider Agency by the amount of the premium payment.

Section 5.06 Modifications and Amendments. If both parties to this Contract agree to amend or supplement this Contract, any and all such amendments or supplements shall be in writing and signed by both parties. The amendment or supplement shall incorporate the entire Contract by reference and will not serve to contradict, amend or supplement the Contract except as specifically expressed in the amendment or supplement.

Section 5.07 Statement of Non-Influence. No person employed by the State of New Jersey has been or will be paid any fee, commission, or compensation of any kind or granted any gratuity by the Provider Agency or any representative thereof in order to influence the awarding or administration of this Contract.

Section 5.08 Exercise of Rights.  A failure or a delay on the part of the Department or the Provider Agency in exercising any right, power or privilege under this Contract shall not waive that right, power or privilege.  Moreover, a single or a partial exercise shall not prevent another or a further exercise of that or of any other right, power or privilege.

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Section 5.09 Recognition of Cultural Sensitivity.  The Provider Agency agrees in the performance of this Contract to be sensitive to the needs of the minority populations of the State of New Jersey. This sensitivity includes the employment, if possible, of a culturally diverse staff that can communicate with, and be representative of, the community it serves.

The Provider Agency shall make programs linguistically appropriate and culturally relevant to underserved minority groups within the community.  Appropriate accommodations for services shall be developed and maintained for those minority individuals who are deprived of reasonable access to those services due to language barriers or ethnic and cultural differences.  In addition, Provider Agencies shall make certain that all programs and services are reflective of the demographic needs of the community, while providing all minorities the opportunity to experience any and all available social services irrespective of their ethnic or cultural heritage.

Section 5.10 Copyrights.  The State of New Jersey reserves a royalty-free, nonexclusive and irrevocable right to reproduce, publish or otherwise use any work or materials developed under a Department or federally funded contract or subcontract.  The Department also reserves the right to authorize others to reproduce, publish or otherwise use any work or materials developed under said contract or subcontract.

Section 5.11 Successor Contracts.  If an audit or Contract close-out reveals that the Provider Agency has failed to comply with the terms and/or conditions of this Contract, the Department reserves the right to make all financial and/or programmatic adjustments it deems appropriate to any other Contract entered into between the Department and the Provider Agency.

Section 5.12 Sufficiency of Funds.  The Provider Agency agrees that this Contract is contingent upon availability of appropriated funding and fulfillment of the following procedure(s):

A separate Contract confirmation letter may be sent by the Department’s Contract Policy and Management Unit to the Provider Agency prior to the effective date of the Contract.  The confirmation shall include the Contract term and the negotiated Contract reimbursable ceiling.  The confirmation letter shall be signed by the authorized Provider Agency signatory and returned to the Contract Policy and Management Unit.  The Contract shall not be valid or binding and no payment(s), other than the Initial Advance Payment will be approved until the Contract Policy and Management Unit is in receipt of a properly executed confirmation letter.

Whenever a Contract ceiling is revised (increased or decreased) during the Contract term, a Contract Modification confirmation letter

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may be initiated that follows the same procedure as the Contract confirmation letter.

The Contract term and reimbursement ceiling specified in the Contract confirmation letter(s) are hereby incorporated into and made a part of this Contract.

Section 5.13 Collective Bargaining. State and federal law allow employees to organize themselves into a collective bargaining unit.

Funds provided under this Contract shall not be utilized to abridge the rights of employees to organize themselves into a collective bargaining organization or preclude them from negotiating with Provider Agency management. Funds may be utilized for legitimate and reasonable management purposes at the direction of the Provider Agency during the process of collective bargaining organization.

Section 5.14 Independent Employer Status. Employees of Provider Agencies that Contract with the Department of Human Services are employees of the Provider Agency, not the State.

In accordance with the National Labor Relations Act, 29 U.S.C.A. 152(2) and State law, N.J.S.A. 34:l3A-l et seq., Provider Agencies are independent, private employers with all the rights and obligations of such, and are not political subdivisions of the Department of Human Services.

As such, the Provider Agency acknowledges that it is an independent contractor, providing services to the Department of Human Services, typically through a contract-for-services agreement. As independent contractors, Provider Agencies are responsible for the organization’s overall functions which includes the overseeing and monitoring of its operations, establishing the salary and benefit levels of its employees, and handling all personnel matters as the employer of its workers.

The Provider Agency acknowledges its relationship with its employees as that of employer. While the Department has an adjunct role with Provider Agencies through regulatory oversight and ensuring contractual performance, the Provider understands that the Department is not the employer of a Provider Agency’s employees.

The Provider Agency further acknowledges that while the Department reimburses Provider Agencies for all allowable costs under the Contract, this funding mechanism does not translate into the Department being responsible for any of the elements of any collective bargaining agreements into which Provider Agencies may enter. Moreover, each Provider Agency understands that it is responsible for funding its own programs and is not limited to the

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amount of funding provided by the Department, and, in fact, is encouraged to solicit non-State sources of funding, whenever possible.

Section 5.15 Executive Order No. 189.  Executive Order No. 189 establishes the expected standard of responsibility for all parties that enter into a contract with the State of New Jersey.  All such parties must meet a standard of responsibility that assures the State and its citizens that such parties will compete and perform honestly in their dealings with the State and avoid conflicts of interest.

In compliance with Paragraph 3 of Executive Order No. 189, no Provider Agency shall pay, offer to pay, or agree to pay, either directly or indirectly, any fee, commission, compensation, gift, gratuity, or other thing of value of any kind to any State officer or employee or special State officer or employee, as defined by N.J.S.A. 52:13D-l3b and e, in the Department of the Treasury or any other agency with which such Provider Agency transacts or offers or proposes to transact business, or to any member of the immediate family, as defined by N.J.S.A. 52:13D-l3i, of any such officer or employee, or any partnership, firm, or corporation with which they are employed or associated, or in which such officer or employee has an interest within the meaning of N.J.S.A. 52:13D-13g.

The solicitation of any fee, commission, compensation, gift, gratuity or other thing of value by any State officer or employee or special State officer or employee from any Provider Agency shall be reported in writing forthwith by the Provider Agency to the Attorney General and the Executive Commission on Ethical Standards.

No Provider Agency may, directly or indirectly, undertake any private business, commercial or entrepreneurial relationship with, whether or not pursuant to employment, contract or other agreement, express or implied, or sell any interest in such Provider Agency to, any State officer or employee or special State officer or employee having any duties or responsibilities in connection with the purchase, acquisition or sale of any property or services by or to any State agency or any instrumentality thereof, or with any person, firm or entity with which he is employed or associated or in which he has an interest within the meaning of N.J.S.A, 52:13D-13g.  Any relationships subject to this provision shall be reported in writing forthwith to the Executive Commission on Ethical Standards, which may grant a waiver of this restriction upon application of the State officer or employee or special State officer or employee upon a finding that the present or proposed relationship does not present the potential, actuality or appearance of a conflict of interest.

No Provider Agency shall influence, or attempt to influence or cause to be influenced, any State officer or employee or special

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State officer or employee in his official capacity in any manner which might tend to impair the objectivity or independence of judgment of said officer or employee.

No Provider Agency shall cause or influence, or attempt to cause or influence, any State officer or employee or special State officer or employee to use, or attempt to use, his official position to secure unwarranted privileges or advantages for the Provider Agency or any other person.

The provisions cited above shall not be construed to prohibit a State officer or employee or special State officer or employee from receiving gifts from or contracting with Provider Agencies under the same terms and conditions as are offered or made available to members of the general public subject to any guidelines the Executive Commission on Ethical Standards may promulgate.

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CONTRACT SIGNATURES AND DATES

The terms of this Contract have been read and understood by the persons whose signatures appear below. The parties agree to comply with the terms and conditions of the Contract set forth on the preceding pages in Articles I through Articles V, and any related Annexes.

This contract contains 15 pages and is the entire agreement of the parties. Oral evidence tending to contradict, amend or supplement the contract is inadmissible; the parties having made the Contract as the final and complete expression of their agreement.

BY:	/s/ Lisa A Coscia		BY:
		(signature)	(signature)

	Lisa A Coscia	Muriel Brantley
(type name)

TITLE:	Executive Director,	TITLE:	Regional Assistant Director,
	Eastern Division		Metropolitan Region

PROVIDER AGENCY:	National Mentor Healthcare Inc.	COMPONENT:	DEPARTMENTAL DYFS
	(type)

DATE:	9/10/04	DATE:
		Contract Effective Date:				10/01/04
		Contract Expiration Date:					9/30/05
		Contract Number:			05DDMM
		Contract Ceiling:		N/A
		Federal ID#:	04-2893910/00

Providercontract Individual:	Lisa Coscia
	(print name)

Attachment A

STATE OF NEW JERSEY

DEPARTMENT OF HUMAN SERVICES

CONTRACT MODIFICATION FORM

Provider Agency Name National Mentor Healthcare, Inc. Modification # 2

Fiscal-Year End 09/30/06 Contract Term                                          thru                       

Contract # 05DDMM Cognizant Contract: Yes   ý       No  o

Division(s) affected by the Modification        DYFS/CENTRAL AND METRO REGION; CAMDEN

•              Date of most recently approved Contract Modification:

•              Requested effective date for this Contract Modification:        04/01/05

•              Check applicable area(s) for modification:

Revisions applicable to all Contracts

oChanges to the Reimbursable Ceiling: from                                               to

oContract term: from                                                   to                                 

oChange in payment methodology

oChange that alters the target population, negotiated performance standards, lowers the level of service, lowers staff client ratio, or violates licensing and other State established minimum standards.

oChange in payment rate

Revisions to Cost-Related Contracts only

oTransfer of funds from one Cluster to another or, in the absence of a Cluster, from one Program to another.

oAddition of a Budget Category or addition of a Line Item.

oLine Item increase in Personnel/Fringe Benefits greater than 5% or the addition or deletion of a staff position.

oLine Item increase of $2,000 or 15% of the Budget Category total, whichever is greater for: Consultants and Professional Fees, Materials and Supplies, Facility Costs, Specific Assistance to Clients, and Other.

oAddition of an Item of Equipment not included in the approved budget and/or an increase greater than $2,000 of 15% of the Equipment Budget Category totals, whichever is greater.

oGeneral and Administrative (G&A): Line Item increase or change in G&A costs as stated above for Personnel/Fringe Benefits and all other Budget Category totals, (i.e., as G&A costs are subject to the same controls as the Direct cost Budget Categories) and/or change to the method of allocating G&A costs.

oChange greater than 10% in a previously approved donor match, or negotiated cost sharing.

oChange in the fee schedule which directly impact clients served by the Contract.

oChange of subcontractors or subcontracted services.

oChange to the method of allocating G&A, the indirect cost rate and/or its application.

ýOther	7 Slots	(EMERGENCY TREATMENT HOMES Regular)
	5 Slots	(EMERGENCY TREATMENT HOMES Camden)

Level 2 Treatment Homes slots are being increased from 40 slots to 45 slots- (5 slots SRO YES/CPAC)

On a separate sheet, specify the provisions to be modified, explain why the Modification is needed, and how the Modification will effect the Contract.

Expansion of the contract to include seven Emergency Treatment home (Regular) Beds for the Central and Metro Regions only. 5 Emergency Treatment homes (Camden) are dedicated as a detention alternative for Camden youth ages 5-17. Level 2 Treatment Homes slots are being increased from 40 slots to 45 slots (5 slots SRO YES/CPAC)

This form, its attachments and/or revised section(s) of the programmatic annex and/or the revised itemized budget or Rate Information Summary, constitute this entire Contract Modification. The persons whose signatures appear below agree to this Contract Modification.

BY:	/s/ Lisa Coscia	BY:	/s/ Alfred Sambataro
	(signature)		(signature)
	Lisa Coscia		Alfred Sambataro
	(type name)		(type name)
Title	Executive Director		Title	Administrator, Business Operations

Provider Agency:		National Mentor Healthcare, Inc		Component:		Departmental MRO
Date:	6/2/05			Date:	6/15/05
			DATE EFFECTIVE:
					(To be completed by the Department)

STATE OF NEW JERSEY

DEPARTMENT OF HUMAN SERVICES

ANNEX B-2: CONTRACT RATE INFORMATION SUMMARY

PROVIDER:		National Mentor Healthcare, Inc.	DATE: 04/01/05
CONTRACT No:	05DDMM		THIS ANNEX B-2 SUPERCEDES THE ANNEX B-2 DATED:
FEDERAL I.D. No: 04-2893910
NEW o RENEWAL o CONTRACT MODIFICATION ý MOD # 2

SECTION I: RATES

	MEDICAID	PCIS LOCATION	UNIT OF	CONTRACT	LICENSED	RATE PER		TYPE OF	EFFECTIVE PERIOD		CONTRACT
PROGRAM/SERVICE	PROVIDER #	& PROGRAM CODE	SERVICE	SLOTS	SLOTS	SERVICE UNIT*		RATE	FROM	TO	CAPACITY
Treatment Home Level 1	8884803	00/01	Days	173	173	$	155.81	Fixed	10/01/04-01/31/05		21,279
			Days	188	188	$	155.81	Fixed	02/01/05-9/30/06		114,116
Treatment Home Level 2	8884901	00/02	Days	40	40	$	134.09	Fixed	10/01/04-03/31/05		7,280
				45	45	$	134.09	Fixed	04/01/05-09/30/06		24,660
Special Needs Sex Offender Program*     (Second Chance)	9075003	00/08	Days	15	15	$	320.85	Fixed	10/01/04-01/30/05		1,845
*Polygraph, Abel Assessment and P1eythemograh included in rate
			Days	16	16	$	320.85	Fixed	02/01/05-09/30/06		9,712
Emergency Treatment Homes(regular)			Days	7	7	$	200.00	Fixed	04/01/05-09/30/06		3,836
Emergency Treatment Homes (Camden)			Days	5	5	$	200.00	Fixed	04/01/05-09/3006		2,740

Contract Reimbursable Ceiling: $30,401,993.00

* THESE RATES ARE SUBJECT TO THE CONDITIONS IN SECTION II AND III.

SECTION II: CONTRACT STIPULATIONS

A.The service capacity of the Provider Agency is (contracted service days ( See above Under “Contract Capacity”) for the term of this Contract. (Check here if not applicable:                 .)

B.The Provider Agency shall submit to the Department a o monthly, o quarterly, o semi-annual, ý annual report certifying to the actual program expenditures consistent with the Provider’s approved budget set forth in the Contract Budget. This report is due 120 days after the end of the reporting period. (Check here if periodic expenditure reporting is not applicable:           .) See Section III; Part D # 5

C.The Provider Agency shall submit to the Department a o monthly, o quarterly, o semi-annual, ýannual report certifying to the actual units of service delivered during the reporting period. This report is due     days after the end of the reporting period. (Check here if periodic level of service reporting is not applicable    .) See Section III; Part D # 5

Other: (Specify reporting requirements if B and C are not applicable.)

D.These slots will hence forth be dedicated “Special Needs Service Sex Offender Program slots. Authorization for utilization will require approval through the DCBHS residential placement unit. Note: There will be in the near future a specialized confirmation number which will be utilized to identify children appropriated for the level of clinical care associated with the utilization of these service days/slots.

SECTION III: GENERAL

A.Limitations: Use of the rate(s) contained in this Annex is subject to any statutory or administrative limitations. Acceptance of the rate(s) agreed to herein is predicated on the condition that no information furnished by the Provider Agency and used in the establishment of the rate(s) as applicable is found to be materially incomplete or inaccurate.  In addition, if the rate(s) agreed to herein was/were calculated based on costs contained in the Contract Budget (Annex B), acceptance of the rate(s) is predicated on the conditions that: (1) no costs other than Provider Agency costs were included in the Annex B as finally accepted; (2) all costs reflected in the Contract’s Reimbursable Ceiling are allowable under the governing cost principles; and (3) similar types of costs were accorded consistent accounting treatment.

B.Types of Rates:

1.Provisional: A provisional rate is a temporary or interim rate and is subject to adjustment on the basis of a final rate calculated when actual costs are reported.

2.Fixed: A fixed rate is a permanent rate, not subject to adjustment, which is agreed to for a specified future period, usually one year.

C.Notification of State agencies: Copies of this document may be furnished to other State agencies as a means of notifying them of the information it contains.

D.Other:

1.This contract is conditional based on the program(s) that is/are listed above has/have been approved by the New Jersey Medicaid Program as a Medicaid Provider under the Partnership for Children.

2.Billing under this contract will be processed directly to the New Jersey Medicaid Program for reimbursement through the Medicaid payment system.

1

3.The unit rate specified in this contract includes $2.46 per diem rate for clothing. The clothing rate is a component of the Personal Needs Allowance (PNA) which includes clothing, personal allowance, and personal care items to meet the needs of children in placement.

4.The provider must maintain at a minimum, a system that tracks your cumulative level of service, billings sent to Medicaid, payments received for Medicaid billings and an account receivable for pending billings related to the contract.

5.The provider is required to submit an annual report of expenditures in the DHS Annex B Budget format within 120 days of the end of each provider fiscal year during the contract period, which shall be prepared in accordance with the governing cost principles set forth in the Department of Human Services Contract Reimbursement Manual (CRM). Where the contract covers portions of more than one provider fiscal year, the first report shall be from the beginning of the contract to the end of the providers first fiscal year. The second report shall cover the full provider fiscal year.

Under separate cover we will be providing a reporting format for you to use with the DHS expenditure reporting document. The Information will contain instructions on the classification of expenses in terms of room, board and treatment.

The aforementioned documents will also report units of service for the applicable time period.

The purpose of this report is to provide the Department with cost data that may be used to determine costs associated with “Rehabilitation Services” and “Room and Board” These reported costs shall not retrospectively effect the Provider’s “Fixed” payment rates.

ANNEX A

PROGRAM DESCRIPTION

Instructions

The following Program Description form must be completed in full by all agencies signing a Model Agreement for Residential Services with the Department of Institutions and Agencies, Division of Youth and Family Services.

The form is self-explanatory and agencies are requested, in-so-far as possible, not to exceed space provided on form in answering questions, unless a more detailed response is specifically requested for the item.

Agencies having questions should telephone or write:

I - AGENCY INFORMATION

PROGRAM: Mentor - New Jersey - Treatment Homes

A.Name of agency which will be responsible for the operation of the program specified herein.

NAME	National Mentor Inc. - D.B.A.	MENTOR - NEW JERSEY
ADDRESS	80 Cottontail Lane
	Somerset, New Jersey 08873
COUNTY  Somerset		TELEPHONE	(732) 627-9890

B.Addresses of facilities in which contract services are to be provided (if different from “A”)

NAME	Various Mentor Homes in the community
ADDRESS	on file in office and available upon request
NAME
ADDRESS

C.Name and title of Chief Executive Officer responsible for the administration of the Program.

Name	Title	Telephone (include area code)
Lisa Coscia	Executive Director, Eastern Division	(732) 627-9890 ext. 210

D.Name of individual or officer to who referrals should be sent.

Name	Title	Telephone (include area code)
Barbara Wetzel	Program Manager	(732) 627-9890 ext. 213

E.Attach in appendix a Certificate of Incorporation

F.     Board of Directors: Attach in appendix a list with names, addresses, occupations, responsibilities, by-laws, election dates and terms.

G.Are there minutes of meeting?       ý No      o Yes

H.Type of Corporation:ý Profit                        o Non-Profit                      o Religious Non-Profit

I.Date of most recent Financial Statement (attach to Annex B):       September 30, 2003

J.Date(s) of most recent Fire and Health Inspections: Mentor homes are licensed by DDD -Office of Licensing and Inspections when approved by the MENTOR Recruiting Department

K.History of Applicant Agency

1.In a brief narrative, describe the history and background of your agency from its founding to the present including as you see the, its most significant accomplishments:

NATIONAL MENTOR HEALTHCARE, Inc. is a national behavioral health company serving more than 18,000 individuals with special needs. MENTOR operates some 90 programs in 30 states including New Jersey. MENTOR - New Jersey has been a DYFS provider for more than ten years. MENTOR - New Jersey received its original Certificate of Approval from DYFS - Division of Licensing in May of 1992. In addition to serving children through the DYFS, MENTOR also provides services to the Department of Human Services - Division of Developmental Disabilities and the Division of Medical Assistance under the TBI Medicaid Waiver program. MENTOR - NJ also provides children psychiatric and adult brain injury treatment services to a number of private health insurance companies.

L.Area Served

1.Describe briefly the geographic area currently served by your program. Please note if your program serves a specific catchment area and, if so, describe it specifically.

MENTOR - New Jersey is a statewide service organization.  At present we have certified homes in most counties of New Jersey except for Cape May. It is difficult to indicate where we might have an opening at any given time, but we currently have homes throughout the state.

M.Name and Title of Individual or Officer Authorized to Sign Contract

Name	Title	Telephone (include area code)
Lisa Coscia	Executive Director, Eastern Division	(732) 627-9890 ext. 210

II - ADMISSIONS AND DISCHARGE POLICIES

A.Admissions Requirements and Capacity

1.Age range accepted:           3 yoa through 70 +             Male     Yes      Female      Yes

2.I.Q. range accepted:    MR/DD Services - Not under 30

3.Capacity: Total Average 1:8 clinician to client ratio - no maximum capacity Male    Yes    Female    Yes

4.Describe your agency’s policy concerning pre-placement visits.

We strongly encourage pre-placement visits between the client and the potential mentor. This will include an initial meeting preferably at the current place of residence of the child and then will include day visits if clinically indicated, and overnight visits to the mentor homes. All of this is done with the cooperation of the client, their family orguardian and treatment team.

5.Describe the identifying evaluative reports and records required for each referral.

At a minimum, the following is required for each client: current DYFS assessment, psychosocial history, psychiatric/psychological evaluations, immunization records, school records, referral summary from the DYFS caseworker, medication records. Additional information may be requested if the evaluating clinician feels it is necessary.

6.List the agencies and individuals from whom your agency will accept referrals or applications for admission.

*NJ - Department of Human Services:

*The Division of Youth and Family Services

*The Division of Developmental Disabilities

*County Human Service and Mental Health Organizations

*Managed Health Care and Health Insurance Programs

7.Describe any physical limitations which would preclude admissions.

Each case is evaluated on an individual basis. If there is an available mentor home which can accommodate a client and the client meets admission criteria (see guidelines), he or she will be considered. MENTOR - - NJ will also consider modifying a mentor home if funding is available and the mentor is favorably inclined to do so. Also, MENTOR - NJ can conduct specialized recruitment to meet special needs. As much as three months advanced planning may be required to identify and secure an accessible home.

8.Child Study classifications approved for Beadleston Special Education payments:

ý Auditorily handicapped ý Multiply handicapped

ý	Chronically ill	ý	Neurologically impaired
ý	Communication handicapped	ý	Orthopedically handicapped
ý	Emotionally disturbed	ý	Perceptually impaired
ý	Mentally retarded	ý	Socially maladjusted
		ý	Visually impaired

* Please be advised that we evaluate each case on an individual basis. Admission into the program will also depend on the availability of a suitable mentor home. The matching of the client and the mentor is an important piece of the evaluation.

9.For the list of characteristics and behaviors below, give an indication as to the acceptability of each in terms ofyour admission criteria, acceptable (yes), not acceptable (no). If there is a need to qualify certain entries, please briefly do so in the space provided.

		YES	NO
a)	Incarcerated delinquent	ý	o
b)	Adjudicated delinquent	ý	o
c)	Adjudicated JINS	ý	o
d)	Physically aggressive	ý	o
e)	Drug experience	ý	o
f)	Drug addiction	ý	o
g)	Alcoholic	ý	o
h)	Runaway	ý	o
i)	Controlled epilepsy	ý	o
j)	Uncontrolled epilepsy	o	ý
k)	Enuretic	ý	o
l)	Stealing	ý	o
m)	Destructive to property	ý	o
n)	Fire setting (within past 2 years)	o	ý
o)	Fire setting (more than 2 years ago)	ý	o
p)	Suicide attempts	ý	o
q)	Psychotic	ý	o
r)	Overt homosexuality	ý	o
s)	Promiscuity	ý	o
t)	Dependent and / or neglected	ý	o
u)	Diabetic	ý	o
v)	Married (Client only in placement)	ý	o
w)	Pregnant	o	ý
x)	Other (identify)	o	o

f &g- Individual must be involved in a drug or alcohol treatment program andagree to complete the program to remain in the MENTOR MR/DD residential program.

STATE OF NEW JERSEY

DEPARTMENT OF HUMAN SERVICES

ANNEX B-2: CONTRACT RATE INFORMATION SUMMARY

PROVIDER:     National Mentor Healthcare, Inc.			DATE: 9/7/04
CONTRACT #:           05DDMM		THIS ANNEX B-2 SUPERCEDES THE
	ANNEX B-2 DATED:
FEDERAL I.D. #:      04- 2893910

SECTION II RATES

			RATE PER SERVICE UNIT*		REIMBURSABLLE CEILING		EFFECTIVE PERIOD
PROGRAM/SERVICE	UNIT OF SERVICE	SLOTS		TYPE OF RATE			FROM	TO
Treatment Home Level 1 ID/LOC 00 Prg. 01	Days	173	155.81	Fixed	$	9,838,622.45	10/01/04-9/30/05
Treatment Home Level 2 ID/LOC 00 Prg. 02	Days	40	134.09	Fixed	$	1,957,714.00	10/01/04-9/30/05
Special Needs Sex Offenders Program* (Second Chance) ID/LOC Prg. 08	Days	15	320.85	Fixed	$	1,756,653.75	10/01/01-9/30/05
*Polygraph, Abel Assessment and Pleythsmograph included in rate*
Total Contract Ceiling will not exceed					$	13,552,990.20

*THESE RATES ARE SUBJECT TO THE CONDITIONS IN SECTION II AND III.

SECTION II: CONTRACT STIPULATIONS

A.The service capacity of the Provider Agency is                 for the term of this Contract. (Check here if not applicable :)

B.The Provider Agency shall submit to the Department a o monthly, o quarterly, o semi-annual, ý annual report certifying to the actual program expenditures consistent with the Provider’s approved budget set forth in the Contract Budget. This report is due      days after the end of the reporting period. (Check here if periodic expenditure reporting is not applicable:)

C.The Provider Agency shall submit to the Department a o monthly, o quarterly, o semi-annual, o annual report certifying to the actual units of service delivered during the reporting period. This report is due       days after the end of the reporting period, (Check here if periodic level of service reporting is not applicable ý.)

D.Other: (Specify reporting requirements if B and C above are not applicable).

SECTION III: GENERAL

A.Limitations: Use of rate(s) contained in this Annex is subject to any statutory or administrative limitations. Acceptance of the rate(s) agreed to herein is predicated on the condition that no information furnished by the Provider Agency and used in the establishment of the rate(s) subsequently found to be materially incomplete or inaccurate. In addition, if the rate(s) agreed to herein was/were calculated based on costs contained in the Contract Budget (Annex B), acceptance of the rate(s) is predicated on the conditions that:

1

(1) no costs other than Provider Agency costs were included in the Annex B as finally accepted; (2) all costs reflected in the Contract’s Reimbursable Ceiling are allowable under the governing cost principles; and (3) similar types of cost were accorded consistent accounting treatment.

B.Types of Rates:

1.Provisional: A provisional rate is a temporary or interim rate and is subject to adjustment on the basis of a final rate calculated when actual costs are reported.

2.Fixed: A fixed rate is a permanent rate, not subject to adjustment, which is agreed to for a specified future period, usually one year.

C.Notification of State Agencies: Copies of this document may be furnished to other agencies as a means of notifying them of the information it contains.

D.Other:

1.This contract is conditional on the approval of programs noted in Section I by the New Jersey MEDICAID Program as a “Medicaid Provider” program under the Department of Human Services Children’s System of Care Initiative (CSOCI).

2.Reimbursement under the CSOCI will be through the NJ Medicaid Program. Billing under this contract will be processed directly to the NJ Medicaid Program or an appropriate billing agent.

3.This contract does ( ) does not (X) allow for a       month advance payment in the amount of                 . The advance payment represents a prospective payment for services that will be delivered, and therefore the advance payment will be recouped through the MEDICAID payment process.

4.The unit rate specified in this contract includes a per diem rate for clothing that is necessary to meet the needs of children in placement. The clothing per diem for the period 1/1/02-6/30/02 is $2.41; for the period 7/1/02-12/31/02 the clothing rate is $2.46.

5.The contracted slots and unit per diems identified in Section I represent the maximum per diems that are reimbursable under the terms of the contract. Any slots/per diem billed beyond those specified in Section I will result in an over billing. Reimbursement received for units that exceed the above maximum per diem units will be subject to recovery by Medicaid.

6.You must maintain at a minimum a system that tracks your cumulative level of service, billings sent Medicaid, payments received for Medicaid billings and an account receivable for all pending billings related to the contract.

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EX-12.1

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Exhibit 12.1

National Mentor Holdings, Inc.

Computation of earnings to fixed charges

Amounts in thousands, except ratio of earnings to fixed charges

		Predecessor			Holdings
		Year Ended September 30,	Five Months Ended February 28,		Seven Months Ended September 30,		Year Ended September 30,			Nine Months Ended June 30,
		2000	2001		2001		2002	2003	2004	2004	2005
Earnings:
	Income (loss) before provision for income taxes	1,865	(5,186	)	(215	)	1,816	10,404	18,606	15,939	17,988
	Fixed Charges	8,515	3,496		4,911		7,575	15,809	26,825	16,882	22,592
	Income (loss) before provision for income taxes and fixed charges	10,380	(1,690	)	4,696		9,391	26,213	45,431	32,821	40,580
Fixed charges:
	Interest expense	8,515	3,496		4,911		7,575	15,809	26,825	16,882	22,592
Ratio of earnings to fixed charges		1.2	(1	)	(1	)	1.2	1.7	1.7	1.9	1.8

(1)

For the five months ended February 28, 2001 and for the seven months ended September 30, 2001, earnings were insufficient to cover fixed charges by $5.2 million and $215,000, respectively.

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Exhibit 12.1

National Mentor Holdings, Inc. Computation of earnings to fixed charges Amounts in thousands, except ratio of earnings to fixed charges

EX-21.1

EXHIBIT 21.1

1.	NATIONAL MENTOR HOLDINGS, INC. (Delaware)
	WHOLLY OWNED SUBSIDIARIES OF NATIONAL MENTOR HOLDINGS, INC.
2.	National Mentor, Inc. (Delaware)
3.	National Mentor, LLC (Delaware)
4.	National Mentor Services, LLC (Delaware)
5.	Family Advocacy Services, LLC (Delaware)
6.	National Mentor Services, Inc. (Delaware)
7.	Mentor Management, Inc. (Delaware)
8.	National Mentor Healthcare, LLC (Delaware)
9.	Carolina Behavioral Services, LLC (Delaware)
10.	Center for Comprehensive Services, Inc. (Illinois)
11.	Illinois Mentor, Inc. (Illinois)
12.	Rehabilitation Achievement Center, Inc. (Illinois)
13.	Massachusetts Mentor, Inc. (Massachusetts)
14.	Loyd’s Liberty Homes, Inc. (California)
15.	Unlimited Quest, Inc. (California)
16.	First Step Independent Living Program, Inc. (California)
17.	Horrigan Cole Enterprises, Inc. (California)
18.	Ohio Mentor, Inc. (Ohio)
19.	South Carolina Mentor, Inc. (South Carolina)
20.	Mentor Maryland, Inc. (Maryland)
21.	Cornerstone Living Skills, Inc. (California)
22.	REM, Inc. (Minnesota)
23.	REM Arizona, Inc. (Arizona)
24.	REM Arizona Rehabilitation, Inc. (Arizona)
25.	REM Arrowhead, Inc. (Minnesota)
26.	REM Atlantic, Inc. (Iowa)
27.	REM Central Lakes, Inc. (Minnesota)
28.	REM Colorado, Inc. (Colorado)
29.	REM Community Payroll Services, LLC (Minnesota)
30.	REM Community Options, Inc. (West Virginia)
31.	REM Connecticut Community Services, Inc. (Connecticut)
32.	REM Consulting & Services, Inc. (Minnesota)
33.	REM Consulting of Ohio, Inc. (Ohio)
34.	REM Council Bluffs, Inc. (Minnesota)
35.	REM Developmental Services, Inc. (Iowa)
36.	REM Health, Inc. (Minnesota)
37.	REM Health of Iowa, Inc. (Iowa)
38.	REM Health of Nebraska, LLC (Delaware)
39.	REM Health of Wisconsin, Inc. (Wisconsin)
40.	REM Health of Wisconsin II, Inc. (Wisconsin)
41.	REM Heartland, Inc. (Minnesota)
42.	REM Hennepin, Inc. (Minnesota)
43.	REM Home Health, Inc. (Minnesota)

44.	REM Indiana, Inc. (Indiana)
45.	REM Indiana Community Services, Inc. (Indiana)
46.	REM Indiana Community Services II, Inc. (Indiana)
47.	REM Iowa Community Services, Inc. (Iowa)
48.	REM Iowa, Inc. (Iowa)
49.	REM Leadway, Inc. (Minnesota)
50.	REM Management, Inc. (Minnesota)
51.	REM Maryland, Inc. (Maryland)
52.	REM Minnesota Community Services, Inc. (Minnesota)
53.	REM Minnesota, Inc. (Minnesota)
54.	REM Nevada, Inc. (Nevada)
55.	REM New Jersey, Inc. (New Jersey)
56.	REM North Dakota, Inc. (North Dakota)
57.	REM North Star, Inc. (Minnesota)
58.	REM Ohio, Inc. (Ohio)
59.	REM Ohio Waivered Services, Inc. (Ohio)
60.	REM Oklahoma Community Services, Inc. (Oklahoma)
61.	REM Pennsylvania Community Services, Inc. (Pennsylvania)
62.	REM Ramsey, Inc. (Minnesota)
63.	REM River Bluffs, Inc. (Minnesota)
64.	REM SILS of Iowa, Inc. (Iowa)
65.	REM South Central Services, Inc. (Minnesota)
66.	REM Southwest Services, Inc. (Minnesota)
67.	REM Utah, Inc. (Utah)
68.	REM West Virginia, Inc. (West Virginia)
69.	REM Wisconsin, Inc. (Wisconsin)
70.	REM Wisconsin II, Inc. (Wisconsin)
71.	REM Wisconsin III, Inc. (Wisconsin)
72.	REM Woodvale, Inc. (Minnesota)
73.	REM New Jersey Properties, Inc. (New Jersey)

EX-23.1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

        We consent to the reference to our firm under the caption "Experts" and to the use of our report dated December 23, 2004, in the Registration Statement (Form S-4) for the registration of $150,000,000 in 9⁵/8% Senior Subordinated Notes due 2012, Series B.

/s/ Ernst & Young LLP

Boston, Massachusetts
October 17, 2005

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Exhibit 23.1

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

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)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Richard Prokosch
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3918

(Name, address and telephone number of agent for service)

National Mentor Holdings, Inc.

(Issuer with respect to the Securities)

Delaware	31-1757086
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

313 Congress Street, 6th Floor Boston, Massachusetts	02210
(Address of Principal Executive Offices)	(Zip Code)

9-5/8% Senior Subordinated Notes Due 2012

(Title of the Indenture Securities)

FORM T-1

Item 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.

Comptroller of the Currency

Washington, D.C.

b)Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.           AFFILIATIONS WITH OBLIGOR.     If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.         LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

1.A copy of the Articles of Association of the Trustee.*

2.A copy of the certificate of authority of the Trustee to commence business.*

3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4.A copy of the existing bylaws of the Trustee.*

5.A copy of each Indenture referred to in Item 4.  Not applicable.

6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.Report of Condition of the Trustee as of June 30, 2005 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*              Incorporated by reference to Registration Number 333-125542.

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NOTE

The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors.  While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 30th September 2005.

		By:	/s/ Richard Prokosch
			Richard Prokosch
			Vice President
By:	/s/ Raymond Haverstock
	Raymond Haverstock
	Vice President

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Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: September 30, 2005
		By:	/s/ Richard Prokosch
			Richard Prokosch
			Vice President
By:	/s/ Raymond Haverstock
	Raymond Haverstock
	Assistant Vice President

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2005

($000’s)

	6/30/2005
Assets
Cash and Due From Depository Institutions	$	6,450,815
Federal Reserve Stock	0
Securities	42,078,340
Federal Funds	3,154,120
Loans & Lease Financing Receivables	129,709,823
Fixed Assets	2,193,705
Intangible Assets	10,387,232
Other Assets	9,503,538
Total Assets	$	203,477,573
Liabilities
Deposits	$	128,180,426
Fed Funds	16,063,915
Treasury Demand Notes	0
Trading Liabilities	153,065
Other Borrowed Money	25,358,095
Acceptances	94,841
Subordinated Notes and Debentures	6,808,639
Other Liabilities	6,051,172
Total Liabilities	$	182,710,153
Equity
Minority Interest in Subsidiaries	$	1,024,947
Common and Preferred Stock	18,200
Surplus	11,804,040
Undivided Profits	7,920,233
Total Equity Capital	$	20,767,420
Total Liabilities and Equity Capital	$	203,477,573

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:	/s/ Richard Prokosch
	Vice President
Date: September 30, 2005

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EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

To Tender for Exchange

9 5/8% Senior Subordinated Notes due 2012

of

NATIONAL MENTOR, INC.

Pursuant to the Prospectus Dated           , 2005

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON              , 2005 UNLESS EXTENDED (THE “EXPIRATION DATE”).

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

If you desire to accept the Exchange Offer, this Letter of Transmittal should be completed, signed and submitted to the Exchange Agent:

U.S. Bank National Association

(the “Exchange Agent”)

By Overnight Courier or Registered/Certified Mail:	Facsimile Transmission:
	(651) 495-8158
U.S. Bank National Association
Corporate Trust Services 60 Livingston Avenue St. Paul, Minnesota 55107 Attention: Specialized Finance Department	For information or to confirm receipt of facsimile by telephone (call toll-free): (800) 934-6802

Delivery of this Letter of Transmittal to an address or facsimile number other than as set forth above will not constitute a valid delivery.

For any questions regarding this Letter of Transmittal or for any additional information, you may contact the Exchange Agent by telephone at (800) 934-6802.

The undersigned hereby acknowledges receipt of the Prospectus dated        , 2005 (the “Prospectus”) of National MENTOR, Inc., a Delaware corporation (the “Issuer”), and this Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Issuer’s offer (the “Exchange Offer”) to exchange $1,000 in principal amount of their 9 5/8% Senior Subordinated Notes due 2012, Series B (the “New Securities”) which have been registered under the Securities Act for each $1,000 in principal amount of their outstanding 9 5/8% Senior Subordinated Notes due 2012 (the “Outstanding Securities”).  Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

The undersigned hereby tenders the Outstanding Securities described in Box 1 below (the “Tendered Securities”) pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal.  The undersigned is the registered owner of all the Tendered Securities and the undersigned represents that it has received from each beneficial owner of the Tendered Securities (“Beneficial Owners”) a duly completed and executed form of “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner”

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accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.

Subject to, and effective upon, the acceptance for exchange of the Tendered Securities, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title, and interest in, to and under the Tendered Securities.

Please issue the New Securities exchanged for Tendered Securities in the name(s) of the undersigned.  Similarly, unless otherwise indicated under “Special Delivery Instructions” below (Box 3), please send or cause to be sent the certificates for the New Securities (and accompanying documents, as appropriate) to the undersigned at the address shown below in Box 1.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney in fact of the undersigned with respect to the Tendered Securities, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver the Tendered Securities to the Issuer or cause ownership of the Tendered Securities to be transferred to, or upon the order of, the Issuer, on the books of the registrar for the Outstanding Securities and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuer upon receipt by the Exchange Agent, as the undersigned’s agent, of the New Securities to which the undersigned is entitled upon acceptance by the Issuer of the Tendered Securities pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Tendered Securities, all in accordance with the terms of the Exchange Offer.

The undersigned understands that tenders of Outstanding Securities pursuant to the procedures described under the caption “Exchange Offer” in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer, subject only to withdrawal of such tenders on the terms set forth in the Prospectus under the caption “Exchange Offer — Withdrawal of Tenders.” All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned or any Beneficial Owner(s) hereunder shall be binding upon the heirs, representatives, successors, and assigns of the undersigned and such Beneficial Owner(s).

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign, and transfer the Tendered Securities and that the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, and adverse claims when the Tendered Securities are acquired by the Issuer as contemplated herein.  The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Issuer or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby.

The undersigned hereby represents and warrants that the information set forth in Box 2 is true and correct.

By accepting the Exchange Offer, the undersigned hereby represents and warrants that (i) the New Securities to be acquired by the undersigned and any Beneficial Owner(s) in connection with the Exchange Offer are being acquired by the undersigned and any Beneficial Owner(s) in the ordinary course of business of the undersigned and any Beneficial Owner(s), (ii) the undersigned and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the New Securities, (iii) except as otherwise disclosed in writing herewith, neither the undersigned nor any Beneficial Owner is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer, (iv) that the undersigned is not a broker-dealer tendering securities directly acquired from the Issuer for its own account, and (v) the undersigned and each Beneficial Owner acknowledge and agree that any person participating in the Exchange Offer with the intention or for the purpose of distributing the New Securities must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale of the New Securities acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in the no-action letters that are discussed in the section of the Prospectus entitled “Exchange Offer— Resale of the Exchange Notes.”

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In addition, by accepting the Exchange Offer, the undersigned hereby (i) represents and warrants that, if the undersigned or any Beneficial Owner of the Outstanding Securities is a broker-dealer, such broker-dealer acquired the Outstanding Securities for its own account as a result of market-making activities or other trading activities and has not entered into any arrangement or understanding with the Issuer or any “affiliate” of the Issuer (within the meaning of Rule 405 under the Securities Act) to distribute the New Securities to be received in the Exchange Offer, and (ii) acknowledges that, by receiving New Securities for its own account in exchange for Outstanding Securities, where such Outstanding Securities were acquired as a result of market-making activities or other trading activities, such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New 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.

The Issuer has agreed that, for a period starting on the Expiration Date and ending on the close of business on the earlier of the (i) 180th day after the registration statement is declared effective and (ii) date on which all broker-dealers who have elected to exchange Outstanding Securities acquired for their own account as a result of market-making activities or other trading activities for New Securities have sold all New Securities held by them, it will make the Prospectus available to any such broker-dealer for use in connection with any such resale.

oCHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED HEREWITH.

oCHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE  “Use of Guaranteed Delivery” BELOW (Box 4).

oCHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE “Use of Book-Entry Transfer” BELOW (Box 5).

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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING THE BOXES

BOX 1

DESCRIPTION OF OUTSTANDING SECURITIES TENDERED

(Attach additional signed pages, if necessary)

Name(s) and Address(es) of Registered Outstanding Security Holder(s), exactly as name(s) appear(s) on Outstanding Security Certificate(s) (Please fill in, if blank)	Certificate Number(s) of Outstanding Securities*	Aggregate Principal Amount Represented by Certificate(s)	Aggregate Principal Amount Tendered**
	Total

*Need not be completed by persons tendering by book-entry transfer.

**The minimum permitted tender is $1,000 in principal amount of any series of Outstanding Securities. All other tenders must be in integral multiples of $1,000 of principal amount of any series of Outstanding Securities. Unless otherwise indicated in this column, the principal amount of all Outstanding Security Certificates identified in this Box 1 or delivered to the Exchange Agent herewith shall be deemed tendered.

See Instruction 4.

BOX 2

BENEFICIAL OWNER(S)

State of Principal Residence of Each
Beneficial Owner of Tendered Securities Principal Amount of Tendered Securities
Held for Account of Beneficial Owner

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BOX 3

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 5, 6 and 7)

TO BE COMPLETED ONLY IF NEW SECURITIES EXCHANGED FOR OUTSTANDING SECURITIES AND UNTENDERED OUTSTANDING SECURITIES ARE TO BE SENT TO SOMEONE OTHER THAN THE UNDERSIGNED, OR TO THE UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN ABOVE.

Mail New Securities and any untendered Outstanding Securities to:

Name(s) (please print):

Address (include Zip Code):

Tax Identification or
Social Security No.:

BOX 4

USE OF GUARANTEED DELIVERY

(See Instruction 2)

TO BE COMPLETED ONLY IF OUTSTANDING SECURITIES ARE BEING TENDERED BY MEANS OF A NOTICE OF GUARANTEED DELIVERY.

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution which Guaranteed Delivery:

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BOX 5

USE OF BOOK-ENTRY TRANSFER

(See Instruction 1)

TO BE COMPLETED ONLY IF DELIVERY OF TENDERED SECURITIES IS TO BE MADE BY BOOK-ENTRY TRANSFER.

Name of Tendering Institution:

Account Number:

Transaction Code Number:

BOX 6

TENDERING HOLDER SIGNATURE

(See Instructions 1 and 5)

In Addition, Complete Substitute Form W-9

	Signature Guarantee
X	(If required by Instruction 5)
X	Authorized Signature:
(Signature of Registered Holder(s) or Authorized Signatory)
	X
Note: The above lines must be signed by the registered holder(s) of Outstanding Securities as their name(s) appear(s) on the Outstanding Securities or by persons(s) authorized to become registered holder(s) (evidence of such authorization must be transmitted with this Letter of Transmittal). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. See Instruction 5.
	Name:
	Title:
	Name of Firm:
Name(s):	(Must be an Eligible Institution as defined in Instruction 2)
	Address:
Capacity:
Street Address (include Zip Code):
	Area Code and Telephone Number:
	Dated:
Area Code and Telephone Number:
Tax Identification or Social Security Number:

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BOX 7

BROKER-DEALER STATUS

o    CHECK HERE IF THE BENEFICIAL OWNER IS A PARTICIPATING BROKER-DEALER WHO HOLDS SECURITIES ACQUIRED AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISHES TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF NEW SECURITIES RECEIVED IN EXCHANGE FOR SUCH SECURITIES.

Name:

Address:

Area Code and Telephone Number:

Contact Person:

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer.—Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000.  The table below will help determine the number to give the payer.

For this type of account:		Give the SOCIAL SECURITY Number of ¾	For this type of account:		Give the EMPLOYER IDENTIFICATION number of ¾
1.	An individual’s account	The individual	6.	A valid trust, estate, or pension trust	The legal entity (4)
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)	7.	Corporate or LLC electing corporate status on Form 8832	The corporation
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)	8.	Association, club, religious, charitable, educational or tax exempt organization	The organization
4.	a.The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee (1)	9.	Partnership or multimember LLC	The partnership
	b.So-called trust account that is not a legal or valid trust under State law	The actual owner (1)	10.	A broker or registered nominee	The broker or nominee
5.	Sole proprietorship or single owner LLC	The owner (3)	11.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)List first and circle the name of the person whose number you furnish.  If only one person on a joint account has a social security number, that person’s number must be furnished.

(2)Circle the minor’s name and furnish the minor’s social security number.

(3)Show the name of the owner.  You may also enter your business or “doing business as” name.  You may also use either your social security number or employer identification number (if you have one).  If you are a sole proprietor, the IRS encourages you to use your SSN.

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(4)List first and circle the name of the legal trust, estate, or pension trust.   (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note:If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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REQUESTER’S NAME:
NATIONAL MENTOR,  INC.

Substitute	Part 1  ¾ PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT OR, IF YOU DO NOT HAVE A TIN, WRITE “APPLIED FOR” AND SIGN THE CERTIFICATION BELOW.
FORM W-9			Social Security Number
Department of the Treasury Internal Revenue Service (IRS)			OR
Payer’s Request for Taxpayer Identification Number (TIN)			Taxpayer Identification Number
Please fill in your name and address below:
Name
Address (number and street)
City, State and Zip Code
Part 2— Certification — Under penalties of perjury, I certify that:
(1)The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me),
(2)I am not subject to backup withholding either because (a) I am exempt from backup withholding, (b) I have not been notified by the IRS that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
(3)I am a U.S. person (as defined for U.S. federal income tax purposes).
Certification Instructions — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the box in Part 4 and see the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.”
Signature		Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING ON PAYMENTS MADE TO YOU PURSUANT TO THE PLAN, AS WELL AS FUTURE INTEREST AND DIVIDEND PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION. YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE “APPLIED FOR” ON SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that unless I provide a taxpayer identification number within 60 days, all reportable payments made to me after 60 days will generally be subject to backup withholding.
Signature		Date

The IRS does not require your consent to any provision of this document
other than the certifications required to avoid backup withholding.

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NATIONAL MENTOR, INC.

INSTRUCTIONS TO LETTER OF TRANSMITTAL

FORMING PART OF THE TERMS AND CONDITIONS

OF THE EXCHANGE OFFER

1.Delivery of this Letter of Transmittal and Outstanding Securities.  A properly completed and duly executed copy of this Letter of Transmittal, including Substitute Form W-9,  and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein, and either certificates for Tendered Securities must be received by the Exchange Agent at its address set forth herein or such Tendered Securities must be transferred pursuant to the procedures for book-entry transfer described in the Prospectus under the caption “Exchange Offer—Procedures for Tendering” (and a confirmation of such transfer received by the Exchange Agent), in each case prior to 5:00 p.m., New York City time, on the Expiration Date.  The method of delivery of certificates for Tendered Securities, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the tendering holder and the delivery will be deemed made only when actually received by the Exchange Agent.  If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.  Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service.  In all cases, sufficient time should be allowed to assure timely delivery.  No Letter of Transmittal or Outstanding Securities should be sent to the Issuer.  Neither the Issuer nor the registrar is under any obligation to notify any tendering holder of the Issuer’s acceptance of Tendered Securities prior to the closing of the Exchange Offer.

2.Guaranteed Delivery Procedures.  Holders who wish to tender their Outstanding Securities but whose Outstanding Securities are not immediately available, and who cannot deliver their Outstanding Securities, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date must tender their Outstanding Securities according to the guaranteed delivery procedures set forth below, including completion of Box 4.  Pursuant to such procedures:  (i) such tender must be made by or through a firm which is a member of a recognized Medallion Program approved by the Securities Transfer Association Inc. (an “Eligible Institution”) and the Notice of Guaranteed Delivery must be signed by the holder; (ii) prior to the Expiration Date, the Exchange Agent must have received from the holder and the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by mail, hand delivery or facsimile transmission) setting forth the name and address of the holder, the certificate number(s) of the Tendered Securities and the principal amount of Tendered Securities, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal together with the certificate(s) representing the Outstanding Securities or a confirmation of book-entry transfer of the Outstanding Securities into the Exchange Agent’s account at the Depositary Trust Company (the “DTC”) and any other required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed Letter of Transmittal or facsimile of the Letter of Transmittal, as well as all other documents required by this Letter of Transmittal and the certificate(s) representing all Tendered Securities in proper form for transfer or a confirmation of book-entry transfer of the Outstanding Securities into the Exchange Agent’s account at the DTC, must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.  Any holder who wishes to tender Outstanding Securities pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Securities prior to 5:00 p.m., New York City time, on the Expiration Date.  Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by an Eligible Holder who attempted to use the guaranteed delivery process.

3.Beneficial Owner Instructions to Registered Holders.  Only a holder in whose name Tendered Securities are registered on the books of the registrar (or the legal representative or attorney-in-fact of such

11

registered holder) may execute and deliver this Letter of Transmittal.  Any Beneficial Owner of Tendered Securities who is not the registered holder must arrange promptly with the registered holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the registered holder of the Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner form accompanying this Letter of Transmittal.

4.Partial Tenders.  Tenders of Outstanding Securities will be accepted only in integral multiples of $1,000 in principal amount.  If less than the entire principal amount of Outstanding Securities held by the holder is tendered, the tendering holder should fill in the principal amount tendered in the column labeled “Aggregate Principal Amount Tendered” of the box entitled “Description of Outstanding Securities Tendered” (Box 1) above.  The entire principal amount of Outstanding Securities delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.  If the entire principal amount of all Outstanding Securities  held by the holder is not tendered, then Outstanding Securities for the principal amount of Outstanding Securities not tendered and New Securities issued in exchange for any Outstanding Securities tendered and accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the appropriate box on this Letter of Transmittal, as soon as practicable following the Expiration Date.

5.Signatures on the Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.  If this Letter of Transmittal is signed by the registered holder(s) of the Tendered Securities, the signature must correspond with the name(s) as written on the face of the Tendered Securities without alteration, enlargement or any change whatsoever.

If any of the Tendered Securities are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.  If any Tendered Securities are held in different names, it will be necessary to complete, sign and submit as many separate copies of the Letter of Transmittal as there are different names in which Tendered Securities are held.

If this Letter of Transmittal is signed by the registered holder(s) of Tendered Securities, and New Securities issued in exchange therefor are to be issued (and any untendered principal amount of Outstanding Securities is to be reissued) in the name of the registered holder(s), then such registered holder(s) need not and should not endorse any Tendered Securities, nor provide a separate bond power.  In any other case, such registered holder(s) must either properly endorse the Tendered Securities or transmit a properly completed separate bond power with this Letter of Transmittal, with the signature(s) on the endorsement or bond power guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of any Tendered Securities, such Tendered Securities must be endorsed or accompanied by appropriate bond powers, in each case, signed as the name(s) of the registered holder(s) appear(s) on the Tendered Securities, with the signature(s) on the endorsement or bond power guaranteed by an Eligible Institution.

If this Letter of Transmittal or any Tendered Securities or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Issuer, evidence satisfactory to the Issuer of their authority to so act must be submitted with this Letter of Transmittal.

Endorsements on Tendered Securities or signatures on bond powers required by this Instruction 5 must be guaranteed by an Eligible Institution.

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution unless the Tendered Securities  are tendered (i) by a registered holder who has not completed the box set forth herein entitled “Special Delivery Instructions” (Box 3) or (ii) by an Eligible Institution.

6.Special Delivery Instructions.  Tendering holders should indicate, in the applicable box (Box 3), the name and address to which the New Securities and/or substitute Outstanding Securities for principal amounts not tendered or not accepted for exchange are to be sent, if different from the name and address of the person signing

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this Letter of Transmittal.  In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

7.Transfer Taxes.  The Issuer will pay all transfer taxes, if any, applicable to the exchange of Outstanding Securities pursuant to the Exchange Offer.  If, however, a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Securities pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or on any other person) will be payable by the tendering holder.  If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Tendered Securities listed in this Letter of Transmittal.

8.Tax Identification Number.  Federal income tax law requires that the holder(s) of any Tendered Securities which are accepted for exchange must provide the Issuer (as payor) with its correct taxpayer identification number (“TIN”), which, in the case of a holder who is an individual, is his or her social security number.  If the Issuer is not provided with the correct TIN, the Holder may be subject to backup withholding and a $50 penalty imposed by the Internal Revenue Service.  (If withholding results in an over-payment of taxes, a refund may be obtained.)  Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements.  See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.

To prevent backup withholding, each holder of Tendered Securities must provide such holder’s correct TIN by completing the Substitute Form W-9 set forth herein, certifying that the TIN provided is correct (or that such holder is awaiting a TIN), and that (i) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding.  If the Tendered Securities are registered in more than one name or are not in the name of the actual owner, consult the “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for information on which TIN to report.

The Issuer reserves the right in its sole discretion to take whatever steps are necessary to comply with the Issuer’s obligation regarding backup withholding.

9.Validity of Tenders.  All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of Tendered Securities will be determined by the Issuer in its sole discretion, which determination will be final and binding.  The Issuer reserves the right to reject any and all Outstanding Securities not validly tendered or any Outstanding Securities the Issuer’s acceptance of which would, in the opinion of the Issuer or its counsel, be unlawful.  The Issuer also reserves the right to waive any conditions of the Exchange Offer or defects or irregularities in tenders of Outstanding Securities as to any ineligibility of any holder who seeks to tender Outstanding Securities in the Exchange Offer.  The interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) by the Issuer shall be final and binding on all parties.  Unless waived, any defects or irregularities in connection with tenders of Outstanding Securities must be cured within such time as the Issuer shall determine.  Neither the Issuer, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Outstanding Securities, nor shall any of them incur any liability for failure to give such notification.  Tenders of Outstanding Securities will not be deemed to have been made until such defects or irregularities have been cured or waived.  Any Outstanding Securities 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, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.

10.Waiver of Conditions.  The Issuer reserves the right to amend, waive or modify any of the conditions in the Exchange Offer in the case of any Tendered Securities.

11.No Conditional Tender.  No alternative, conditional, irregular, or contingent tender of Outstanding Securities or transmittal of this Letter of Transmittal will be accepted.

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12.Mutilated, Lost, Stolen or Destroyed Outstanding Securities.  Any tendering Holder whose Outstanding Securities have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated herein for further instructions.

13.Requests for Assistance or Additional Copies.  Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address indicated herein.  Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

14.Acceptance of Tendered Securities and Issuance of New Securities; Return of Outstanding Securities.  Subject to the terms and conditions of the Exchange Offer, the Issuer will accept for exchange all validly tendered Outstanding Securities as soon as practicable after the Expiration Date and will issue New Securities therefor as soon as practicable thereafter.  For purposes of the Exchange Offer, the Issuer shall be deemed to have accepted tendered Outstanding Securities when, as and if the Issuer has given written or oral notice (immediately followed in writing) thereof to the Exchange Agent.  If any Tendered Securities are not exchanged pursuant to the Exchange Offer for any reason, such unexchanged Outstanding Securities will be returned, without expense, to the undersigned at the address shown in Box 1 or at a different address as may be indicated herein under “Special Delivery Instructions” (Box 3).

15.Withdrawal.  Tenders may be withdrawn only pursuant to the procedures set forth in the Prospectus under the caption “Exchange Offer—Withdrawal of Tenders.”

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EX-99.2

Exhibit 99.2

INSTRUCTIONS

TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER FACILITY PARTICIPANT
FROM BENEFICIAL OWNER
OF

NATIONAL MENTOR, INC.

In Respect of

Exchange Offer for

9 5/8% Senior Subordinated Notes due 2012

Pursuant to the Prospectus dated             , 2005

To Registered Holder and/or Book Entry Transfer Facility Participant:

The undersigned hereby acknowledges receipt of the Prospectus, dated            , 2005 (the “Prospectus”) of National MENTOR, Inc., a Delaware corporation (the “Issuer”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Issuer’s offer (the “Exchange Offer”).  Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you, a registered holder and/or Book-Entry Transfer Participant, as to action to be taken by you relating to the Exchange Offer with respect to the $150,000,000 in aggregate principal amount of the 9 5/8% Senior Subordinated Notes due 2012 (the “Outstanding Securities”) held by you for the account of the undersigned.

The aggregate principal amount of the Outstanding Securities held by you for the account of the undersigned is (fill in amount):

$                          .

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

oTO TENDER Outstanding Securities held by you for the account of the undersigned in the aggregate principal amount of (fill in amount, if any):

$                          .

oNOT TO TENDER any Outstanding Securities held by you for the account of the undersigned.

If the undersigned instructs you to tender the Outstanding Securities held by you for the account of the undersigned, it is understood that you are authorized:

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(a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (i) the undersigned’s principal residence is in the state of (fill in state)                   , (ii) the undersigned is not participating, does not participate, and has no arrangement or understanding with any person to participate in the distribution of the New Securities, (iii) the New Securities to be acquired by the undersigned and any Beneficial Owner(s) in connection with the Exchange Offer are being acquired by the undersigned and any Beneficial Owner(s) in the ordinary course of business of the undersigned and any Beneficial Owner(s), (iv) the undersigned and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the New Securities, (v) except as otherwise disclosed in writing herewith, neither the undersigned nor any Beneficial Owner is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer, (vi) that the undersigned is not a broker-dealer tendering securities directly acquired from the Issuer for its own account, and (vii) the undersigned and each Beneficial Owner acknowledge and agree that any person participating in the Exchange Offer with the intention or for the purpose of distributing the New Securities must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), in connection with a secondary resale of the New Securities acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in the no-action letters that are discussed in the section of the Prospectus entitled “The Exchange Offer”;

(b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and

(c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of such Outstanding Securities.

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name (please print):

Address:

Telephone number:

Taxpayer Identification or Social Security Number:

Date:

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EX-99.3

Exhibit 99.3

NOTICE OF GUARANTEED DELIVERY

NATIONAL MENTOR, INC.

With Respect to the Exchange Offer

Pursuant to the Prospectus Dated        , 2005

This form must be used by holders of the$150,000,000 in aggregate principal amount of the 9 5/8% Senior Subordinated Notes due 2012, (the “Outstanding Securities”) of National MENTOR, Inc., a Delaware corporation (the “Issuer”), who wish to tender Outstanding Securities to the Exchange Agent pursuant to the guaranteed delivery procedures described in “Exchange Offer—Guaranteed Delivery Procedures” of the Issuer’s Prospectus, dated         , 2005 and in Instruction 2 to the related Letter of Transmittal.  Any holder who wishes to tender Outstanding Securities pursuant to such guaranteed delivery procedures must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery prior to the Expiration Date of the Exchange Offer.  Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus or the Letter of Transmittal.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                   , 2005 UNLESS EXTENDED (THE “EXPIRATION DATE”).

U.S. Bank National Association

(the “Exchange Agent”)

By Overnight Courier or	Facsimile Transmission:
Registered/Certified Mail:
	(651) 495-8158
U.S. Bank National Association
Corporate Trust Services	For information or to confirm receipt of facsimile
60 Livingston Avenue	by telephone (call toll-free):
St. Paul, Minnesota 55107
Attention: Specialized Finance Department	(800) 934-6802

Delivery of this instrument to an address other than as set forth above will not constitute a valid delivery.

This form is not to be used to guarantee signatures.  If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

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Ladies and Gentlemen:

The undersigned hereby tenders to the Issuer, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Outstanding Securities set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 2 of the related Letter of Transmittal.

The undersigned hereby tenders the Outstanding Securities listed below:

Certificate Number(s) (if known) of Outstanding
Securities or Account Number at the Book-Entry Facility Aggregate Principal
Amount
Represented Aggregate Principal
Amount Tendered

PLEASE SIGN AND COMPLETE
Signatures of Registered Holder(s) or
Authorized Signatory:	Date:	, 2005
	Address:
Name(s) of Registered Holder(s):
	Area Code and Telephone No.
This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as their name(s) appear on certificates for Outstanding Securities or on a security position listing as the owner of Outstanding Securities, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:
Please print name(s) and address(es)
Name(s):
Capacity:
Address(es):

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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), together with the Outstanding Securities tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Outstanding Securities into the Exchange Agent’s account at the Book-Entry Transfer Facility described in the Prospectus under the caption “Exchange Offer” and in the Letter of Transmittal) and any other required documents, all by 5:00 p.m., New York City time, on the third New York Stock Exchange trading day following the Expiration Date.
Name of firm:
Address:	(Authorized Signature)
	Name:
	(Please Print)
	Title:
Area Code and Tel. No.	Dated:	, 2005

DO NOT SEND OUTSTANDING SECURITIES WITH THIS FORM.  ACTUAL SURRENDER OF OUTSTANDING SECURITIES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1.Delivery of this Notice of Guaranteed Delivery.  A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address as set forth herein prior to the Expiration Date.  The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent.  If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.  As an alternative to delivery by mail, the holders may wish to consider using an overnight or hand delivery service.  In all cases, sufficient time should be allowed to assure timely delivery.  For a description of the guaranteed delivery procedures, see Instruction 2 of the related Letter of Transmittal.

2.Signatures on this Notice of Guaranteed Delivery.  If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Securities referred to herein, the signature must correspond with the name(s) written on the face of the Outstanding Securities without alteration, enlargement, or any change whatsoever.  If this Notice of Guaranteed Delivery is signed by the Trustee whose name appears on a security position listing as the owner of the Outstanding Securities, the signature must correspond with the name shown on the security position listing as the owner of the Outstanding Securities.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Securities listed or a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appears on the Outstanding Securities or signed as the name of the participant shown on the Book-Entry Transfer Facility’s security position listing.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and submit with the Letter of Transmittal evidence satisfactory to the Issuer of such person’s authority to so act.

3.Requests for Assistance or Additional Copies.  Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified in the Prospectus.  Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

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