S-4

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 2002.

                                                          REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

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

                                 RES-CARE, INC.
                  AND THE GUARANTORS IDENTIFIED IN FOOTNOTE(1)
                             ON THE FOLLOWING PAGES
             (Exact name of Registrant as specified in its charter)

                                                                
             KENTUCKY                             8050                            61-0875371
 (State or other jurisdiction of      (Primary Standard Industrial     (I.R.S. Employee Identification
  incorporation or organization)      Classification Code Number)                    No.)



                             ---------------------
                            10140 LINN STATION ROAD
                           LOUISVILLE, KENTUCKY 40223
                                 (502) 394-2100

               (Address, Including Zip Code and Telephone Number,
        Including Area Code, of Registrant's Principal Executive Office)
                             ---------------------

                                                 
                                                                         COPY TO:
                  RONALD G. GEARY                                    ALAN K. MACDONALD
       PRESIDENT AND CHIEF EXECUTIVE OFFICER                       FROST BROWN TODD LLC
                  RES-CARE, INC.                                   400 W. MARKET STREET
              10140 LINN STATION ROAD                                   32ND FLOOR
            LOUISVILLE, KENTUCKY 40223                        LOUISVILLE, KENTUCKY 40202-3363
                  (502) 394-2100                                      (502) 589-5400



(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of
                               Agent For Service)
                             ---------------------
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

    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.  [ ]

    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 number of the earlier effective
registration statement for the same Offering.  [ ]

    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.  [ ]

                        CALCULATION OF REGISTRATION FEE



- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
                                                                       PROPOSED         PROPOSED MAXIMUM
            TITLE OF EACH CLASS                 AMOUNT TO BE       MAXIMUM OFFERING        AGGREGATE            AMOUNT OF
      OF SECURITIES TO BE REGISTERED           REGISTERED(1)      PRICE PER NOTE(2)    OFFERING PRICE(1)   REGISTRATION FEE(2)
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                               
$150,000,000 10 5/8% Senior Notes due
  2008.....................................     $150,000,000             100%             $150,000,000           $13,800
- -------------------------------------------------------------------------------------------------------------------------------
$150,000,000 Guarantees of 10 5/8% Senior
  Notes due 2008(3)........................     $150,000,000             (4)                  (4)                  (4)
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------


(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457 under the Securities Act of 1933, as amended.

(2) Pursuant to Rule 457(f)(2) of the Securities Act of 1933, as amended, the
    registration fee has been estimated based on the book value of the
    securities to be received by the registrant in exchange for the securities
    to be issued hereunder in the exchange offer described herein.

(3) See Footnote (1) below for table of registrant guarantors.

(4) Pursuant to Rule 457(n), no additional registration fee is required in
    respect of the guarantees.

    THE REGISTRATION HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE TIME UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION ("SEC"), ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


(1) The following domestic subsidiaries of Res-Care, Inc. are Guarantors of the
    Exchange Notes and are Co-Registrants:



- --------------------------------------------------------------------------------------------------------------
                                                    STATE OF OR OTHER     PRIMARY STANDARD
                                                     JURISDICTION OF         INDUSTRIAL        I.R.S. EMPLOYER
           EXACT NAME OF REGISTRANT AS                INCORPORATION      CLASSIFICATION CODE   IDENTIFICATION
            SPECIFIED IN ITS CHARTER                 OR ORGANIZATION           NUMBER              NUMBER
- --------------------------------------------------------------------------------------------------------------
                                                                                      
Alternative Choices, Inc.........................       California              8050             33-0456663
Alternative Youth Services, Inc..................        Delaware               8050             61-1313657
B.W.J Opportunity Centers, Inc...................         Texas                 8050             74-2436417
Baker Management, Inc............................        Missouri               8050             43-1361852
Bald Eagle Enterprises, Inc......................        Missouri               8050             43-1784286
Bolivar Developmental Training Center, Inc.......        Missouri               8050             43-1283738
Bolivar Estates, Inc.............................        Missouri               8050             43-1549539
Brinkley Group Homes, Inc........................        Missouri               8050             43-1343367
Capital TX Investments, Inc......................        Delaware               8050             61-1251455
Careers in Progress, Inc.........................       Louisiana               8050             72-1275369
CATX Properties, Inc.............................        Delaware               8050             61-1263159
CNC/Access, Inc..................................      Rhode Island             8050             05-0422187
Community Advantage, Inc.........................        Delaware               8050             61-1239945
Community Alternatives Illinois, Inc.............        Delaware               8050             31-1493235
Community Alternatives Indiana, Inc..............        Delaware               8050             61-1242499
Community Alternatives Kentucky, Inc.............        Delaware               8050             61-1312326
Community Alternatives Missouri, Inc.............        Missouri               8050             43-1636671
Community Alternatives Nebraska, Inc.............        Delaware               8050             61-1247067
Community Alternatives Texas Partner, Inc........        Delaware               8050             61-1314648
Community Alternatives Virginia, Inc.............        Delaware               8050             61-1273991
Creative Networks, LLC...........................        Arizona                8050             86-0800357
Ebenezer Estates, Inc............................        Missouri               8050             43-1549537
EduCare Community Living -- Normal Life, Inc.....         Texas                 8050             75-2588340
EduCare Community Living -- Texas Living Centers,
  Inc............................................         Texas                 8050             75-2633891
EduCare Community Living
  Corporation -- America.........................        Delaware               8050             74-2473426
EduCare Community Living Corporation -- Gulf
  Coast..........................................         Texas                 8050             74-2421937
EduCare Community Living
  Corporation -- Missouri........................        Missouri               8050             43-1588987
EduCare Community Living Corporation -- Nevada...         Nevada                8050             74-2706116
EduCare Community Living Corporation -- New
  Mexico.........................................       New Mexico              8050             85-0415637
EduCare Community Living Corporation -- North
  Carolina.......................................     North Carolina            8050             56-1735505
EduCare Community Living Corporation -- Texas....         Texas                 8050             74-2436416
EduCare Community Living Limited Partnership.....        Kentucky               8050             61-1326692
Employ-Ability Unlimited, Inc....................          Ohio                 8050             31-1464800
Fort Mason Estates, Inc..........................        Missouri               8050             43-1557466
General Health Corporation.......................        Arizona                8050             86-0529797
Hillside Estates, Inc............................        Missouri               8050             43-1533399
Hydesburg Estates, Inc...........................        Missouri               8050             43-1557463
Individualized Supported Living, Inc.............        Missouri               8050             43-1700277
J. & J. Care Centers, Inc........................       California              8050             68-0067564
Meadow Lane Estates, Inc.........................        Missouri               8050             43-1581692
Missouri Progressive Services, Inc...............        Missouri               8050             43-1557899
Normal Life Family Services, Inc.................       Louisiana               8050             72-1275755
Normal Life of California, Inc...................       California              8050             77-0455009
Normal Life of Central Indiana, Inc..............        Indiana                8050             62-1365098
Normal Life of Georgia, Inc......................        Georgia                8050             31-1529990
Normal Life of Indiana (general partnership).....        Indiana                8050             61-1305095
Normal Life of Kentucky, Inc.....................        Kentucky               8050             61-1260819
Normal Life of Lafayette, Inc....................       Louisiana               8050             74-2499272
Normal Life of Lake Charles, Inc.................       Louisiana               8050             61-1196456





- --------------------------------------------------------------------------------------------------------------
                                                    STATE OF OR OTHER     PRIMARY STANDARD
                                                     JURISDICTION OF         INDUSTRIAL        I.R.S. EMPLOYER
           EXACT NAME OF REGISTRANT AS                INCORPORATION      CLASSIFICATION CODE   IDENTIFICATION
            SPECIFIED IN ITS CHARTER                 OR ORGANIZATION           NUMBER              NUMBER
- --------------------------------------------------------------------------------------------------------------
                                                                                      
Normal Life of Louisiana, Inc....................       Louisiana               8050             72-0981523
Normal Life of Southern Indiana, Inc.............        Indiana                8050             35-1572479
Normal Life, Inc.................................        Kentucky               8050             61-1053590
Oak Wood Suites of Bolivar, Inc..................        Missouri               8050             43-1784427
Oakview Estates of Bolivar, Inc..................        Missouri               8050             43-1533776
P.S.I. Holdings, Inc.............................          Ohio                 8050             31-1629153
Pebble Creek Estates, Inc........................        Missouri               8050             43-1549534
PeopleServe, Inc.................................        Delaware               8050             31-1477505
RAISE Geauga, Inc................................          Ohio                 8050             34-1660712
Res-Care Alabama, Inc............................        Delaware               8050             61-1327501
Res-Care Aviation, Inc...........................        Kentucky               8050             31-1508734
Res-Care California, Inc.........................        Delaware               8050             61-1268555
Res-Care Florida, Inc............................        Florida                8050             61-1204314
Res-Care Illinois, Inc...........................        Delaware               8050             61-1278144
Res-Care Kansas, Inc.............................        Delaware               8050             61-1278142
Res-Care New Jersey, Inc.........................        Delaware               8050             61-1312327
Res-Care New Mexico, Inc.........................        Delaware               8050             61-1254414
Res-Care Ohio, Inc...............................        Delaware               8050             61-1259401
Res-Care Oklahoma, Inc...........................        Delaware               8050             61-1286352
Res-Care Other Options, Inc......................        Delaware               8050             61-1316063
Res-Care Premier, Inc............................        Delaware               8050             61-1313340
Res-Care Tennessee, Inc..........................        Delaware               8050             61-1298925
Res-Care Training Technologies, Inc..............        Delaware               8050             61-1297942
Res-Care Washington, Inc.........................        Delaware               8050             61-1328026
River Bluff Estates, Inc.........................        Missouri               8050             43-1557898
Rockcreek, Inc...................................       California              8050             33-0403356
RSCR California, Inc.............................        Delaware               8050             61-1278143
RSCR Inland, Inc.................................       California              8050             33-0468570
RSCR West Virginia, Inc..........................        Delaware               8050             31-1489372
Sha-Ree Estates, Inc.............................        Missouri               8050             43-1567929
Skyview Estates, Inc.............................        Missouri               8050             43-1533401
Southern Home Care Services, Inc.................        Georgia                8050             58-1408815
Tangram Rehabilitation Network, Inc..............         Texas                 8050             75-1768981
Texas Home Management, Inc.......................        Delaware               8050             61-1245563
The Academy for Individual Excellence, Inc.......        Delaware               8050             31-1563871
The Citadel Group, Inc...........................         Texas                 8050             74-2764035
THM Homes, Inc...................................        Delaware               8050             61-1251391
Upward Bound, Inc................................        Missouri               8050             43-1498913
VOCA Corp........................................          Ohio                 8050             31-0946580
VOCA Corporation of America......................          Ohio                 8050             31-1580449
VOCA Corporation of Florida......................        Florida                8050             31-1524533
VOCA Corporation of Indiana......................        Indiana                8050             35-1872670
VOCA Corporation of Maryland.....................        Maryland               8050             31-1288343
VOCA Corporation of New Jersey...................       New Jersey              8050             31-1427741
VOCA Corporation of North Carolina...............     North Carolina            8050             31-1282449
VOCA Corporation of Ohio.........................          Ohio                 8050             31-1264951
VOCA Corporation of Washington, D.C..............  District of Columbia         8050             31-1257932
VOCA Corporation of West Virginia, Inc...........     West Virginia             8050             31-1208122
VOCA of Indiana, LLC.............................        Indiana                8050             35-2063976
VOCA Residential Services, Inc...................          Ohio                 8050             31-1355744
Williard Estates, Inc............................        Missouri               8050             43-1557465
Youthtrack, Inc..................................        Delaware               8050             61-1292060



The information in this Preliminary Prospectus is not complete and may be
changed. We may not exchange these Securities until the Registration Statement
filed with the Securities and Exchange Commission is effective. This Preliminary
Prospectus is not an offer to exchange these Securities and is not soliciting
offers to exchange these Securities in any state where the exchange is not
permitted.

                 SUBJECT TO COMPLETION DATED FEBRUARY   , 2002

PRELIMINARY PROSPECTUS                         PROSPECTUS DATED           , 2002
- --------------------------------------------------------------------------------

                                [RES-CARE LOGO]

                OFFER TO EXCHANGE 10 5/8% SENIOR NOTES DUE 2008
                      THAT HAVE BEEN REGISTERED UNDER THE
                     SECURITIES ACT OF 1933 FOR ANY AND ALL
                   OUTSTANDING 10 5/8% SENIOR NOTES DUE 2008

              $150,000,000 AGGREGATE PRINCIPAL AMOUNT OUTSTANDING
- --------------------------------------------------------------------------------

+ The exchange offer expires 5:00 p.m., New York City time, on           , 2002,
  unless extended.

+ We will exchange your validly tendered unregistered notes (the "old notes")
  for an equal principal amount of registered exchange notes (the "exchange
  notes") with substantially identical terms.

+ The exchange offer is not subject to any condition other than the condition
  that the exchange offer not violate applicable law or any applicable
  interpretation of the staff of the Securities and Exchange Commission and
  certain other customary conditions.

+ You may withdraw your tender of old notes at any time before the expiration of
  the exchange offer.

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

+ We will not receive any proceeds from the exchange offer.

+ The terms of the exchange notes to be issued are substantially identical to
  the old notes, except for certain transfer restrictions and registration
  rights relating to the old notes.

+ You may tender outstanding old notes only in denominations of $1,000 and
  multiples of $1,000.

+ Affiliates of our company may not participate in the exchange offer.

     Each 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. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange for Notes where such Notes
were acquired by such broker-dealer as a result of market-making activities or
other trading activities. The Company has agreed that, starting on the
Expiration Date (as defined herein) and ending on the close of business one year
after the Expiration Date, it will make this Prospectus available to any
broker-dealer for use in connection with any such resale. See "Plan of
Distribution".

PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 16 OF THIS DOCUMENT FOR CERTAIN
IMPORTANT INFORMATION.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE NOTES TO BE ISSUED IN THE EXCHANGE
OFFER OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                      WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith file
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by us with the Commission, including the reports and other information
incorporated by reference into this prospectus, can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at its regional office located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at rates prescribed by the Commission or from the Commission's Internet
web site at http://www.sec.gov. Our common stock is quoted on the Nasdaq
National Market. Reports, proxy statements and other information concerning us
can be inspected at the offices of The Nasdaq Stock Market, 1735 K Street,
Washington, D.C. 20006.

     We have agreed that, if at any time while the notes are restricted
securities within the meaning of the Securities Act of 1933 or we are not
subject to the information requirements of the Exchange Act, we will furnish to
holders of such notes and to prospective purchasers designated by such holders
the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act to permit compliance with Rule 144A in connection with resales of
such notes.

                           INCORPORATION BY REFERENCE

     The following information filed by us with the Commission (File No.
0-20372) pursuant to the 1934 Act is incorporated herein by reference:

          1. Annual Report on Form 10-K for the year ended December 31, 2000;

          2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
     2001, June 30, 2001 and September 30, 2001;

          3. The information under the headings "Ownership of Equity
     Securities," "Committees of the Board of Directors," "Executive Committee
     Interlocks and Insider Participation," "Certain Relationships and Related
     Transactions," "Indebtedness of Management" and "Executive Compensation" on
     pages 2-4, 8-10 and 13-17 of our Proxy Statement on Schedule 14A filed on
     July 26, 2001; and

          4. Current Reports on Forms 8-K filed on October 31, 2001 (which
     includes, among other things, updated information located in Exhibit 99.1
     on "Management's Discussion and Analysis of Financial Condition and Results
     of Operations," Exhibit 99.2 on "Business" and in Exhibit 99.5 on "Risk
     Factors") and November 20, 2001.

     We will provide without charge to each person to whom a copy of this
prospectus is delivered, upon the request of any such person, a copy of any or
all of the documents which have been incorporated herein by reference, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests for such documents
should be directed to ResCare, 10140 Linn Station Road, Louisville, Kentucky
40223, Attention: L. Bryan Shaul, telephone: (502) 394-2100.

ANY STATEMENT CONTAINED IN A DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED
BY REFERENCE HEREIN SHALL BE DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF
THIS PROSPECTUS TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN OR IN ANY OTHER
SUBSEQUENTLY FILED DOCUMENT WHICH ALSO IS OR IS DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS PROSPECTUS.

                                        i


                           FORWARD-LOOKING STATEMENTS

     This prospectus, and the other information incorporated by reference into
it, contain numerous forward-looking statements about our financial condition,
results of operations, cash flows, dividends, financing plans, business
strategies, capital or other expenditures, competitive positions, growth
opportunities, plans and objectives of management, markets for debt securities
and other matters. The words "estimate," "project," "intend," "expect,"
"believe," "forecast," and similar expressions are intended to identify these
forward-looking statements, but some of these statements may use other phrasing.
In addition, any statement in this prospectus that is not a historical fact is a
"forward-looking statement." Such forward-looking statements are not guarantees
of future performance and are subject to risks, uncertainties and other factors
that may cause our actual results, performance or achievements to differ
materially from historical results or from any results expressed or implied by
such forward-looking statements. In addition to the specific risk factors
described in the section entitled "Risk Factors," important factors that could
cause actual results to differ materially from those suggested by the forward-
looking statements include, but are not limited to:

     - changes in reimbursement rates, policies or payment practices by
       third-party payors, whether initiated by the payor or legislatively
       mandated;

     - the loss of major customers or contracts with federal or state government
       agencies;

     - impairment of our rights in our intellectual property;

     - increased or more effective competition;

     - changes in laws or regulations applicable to us or failure to comply with
       existing laws and regulations;

     - future health care or budget legislation or other health reform
       initiatives;

     - increased exposure to professional negligence liability, workers'
       compensation and health insurance claims;

     - changes in company-wide or business unit strategies;

     - the effectiveness of our advertising, marketing and promotional programs;
       and

     - increases in interest rates.

Many of these factors are beyond our ability to control or predict, and readers
are cautioned not to put undue reliance on such forward-looking statements.
Except as required by law, we expressly disclaim any obligation to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances after the date of this prospectus or to reflect the occurrence of
unanticipated events.

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

     ResCare, Res-Care, Inc. and PeopleServe are our or our subsidiaries'
registered or pending trademarks. Best in Class 2000 and the Best in Class
Manual are works, including software, that are our registered or pending
copyrights.

                                        ii


                               PROSPECTUS SUMMARY

     This summary highlights the information contained elsewhere in or
incorporated by reference into this prospectus. Because this is only a summary,
it does not contain all of the information that may be important to you. For a
more complete understanding of this offering, we encourage you to read this
entire prospectus and the documents to which we refer you. You should read the
following summary together with the more detailed information and historical and
pro forma financial information, including the notes relating to that
information, appearing elsewhere in this prospectus or incorporated into this
prospectus by reference from our periodic reports filed with the Commission. For
convenience, throughout this prospectus, the words "ResCare," "we," "us," "our"
or similar words refer to Res-Care, Inc., and all of its subsidiaries except
where the context otherwise requires.

                                  OUR COMPANY

     Founded in 1974, we are the nation's largest private provider of
residential, training, educational and support services to populations with
special needs, including persons with developmental and other disabilities and
at-risk and troubled youths. At June 30, 2001, we provided services to
approximately 26,500 persons with special needs in 32 states, Washington, D.C.,
Canada and Puerto Rico. We believe that we provide high quality services on a
more cost effective basis than traditional state-run programs. We are a leading
provider of services for special needs populations because of our proven
programs, operating procedures, financial resources, economies of scale and
experience working with special needs populations and governmental agencies. We
have two reportable operating segments: our Division for Persons with
Disabilities, or DPD, and our Division for Youth Services, or DYS. In 2002, DYS
was reorganized into two separate divisions: DYS and Division for Training
Services. Therefore, beginning in 2002, we will report three segments. For the
nine months ended September 30, 2001, we derived approximately 83% of our total
revenues directly from state programs or agencies and approximately 15% directly
from the U.S. Departments of Labor and the Interior. For the nine months ended
September 30, 2001, we had revenues of $665.5 million, net income of $6.3
million, EBITDAR of $63.4 million and EBITDA of $41.3 million (as these terms
are defined in note 2 of our "Summary Consolidated Financial Information").

                                  OUR INDUSTRY

     The markets for services for special needs populations in the United States
are large, growing, highly fragmented and backed by powerful advocacy groups.
Providing services for special needs populations that we serve constitutes a
$65.6 billion market, of which $25.6 billion is funding for mental retardation
or other developmental disabilities, or MR/DD, services according to a July 2000
study by the Department of Disability and Human Development of the University of
Illinois at Chicago ("State of the States Report"), and approximately $40.0
billion is funding for youth services according to data from the National Center
for Education Statistics and the National Association of State Budget Officers.
We believe that we are well positioned to benefit from favorable demographics
and positive current industry trends. We expect our industry to experience
strong growth rates due to the following:

     - Pressure to Reduce Waiting Lists:  The Arc, a national organization and
       advocacy group for persons with MR/DD, estimated that in 1997 individuals
       with MR/DD on waiting lists for placements in one or more residential,
       day/vocational or other community-based service programs were seeking
       approximately 218,000 placements. Many states have received court orders
       requiring them to address long waiting lists. As a result, many states
       are allocating incremental funding to provide for group home placements
       or for new programs like periodic/in-home services.

     - Increased Medicaid Funding:  MR/DD services are funded mainly by state
       Medicaid programs, for which funding has increased at an
       inflation-adjusted average annual rate of approximately 11% over the last
       two decades, according to the State of the States Report. In 2001,
       reimbursement rates in the states in which we provide MR/DD services
       increased at an average annualized rate of approximately 3%.

     - Privatization Trend:  State and local government agencies have
       historically provided MR/DD and youth services. However, in recent years,
       there has been a trend throughout the United States
                                        1


       toward privatization of service delivery functions for special needs
       populations as governments at all levels face continuing pressure to
       control costs and improve the quality of programs. For example, the State
       of the States Report indicates that the percentage of individuals with
       MR/DD receiving residential services in state-run institutions declined
       from approximately 51.5% in 1977 to approximately 12.7% in 1998.

     - Strong Potential Demand for Services for Persons with
       Disabilities:  Estimates of the number of individuals in the United
       States with some form of MR/DD range from 3.2 million, according to the
       State of the States Report, to 7.5 million, according to The Arc.
       However, the State of the States Report estimates that only approximately
       416,000 persons with MR/DD live in staffed facilities or supported-living
       settings. The report estimates that approximately 1.9 million persons
       with MR/DD live with family caregivers, and 25% of these family
       caregivers are parents aged 60 or older. When family caregivers are no
       longer capable of providing for their dependents with MR/DD, states must
       provide these services for them.

     - Vocal Advocacy Groups:  The rise of advocacy groups, often led by the
       parents or guardians of individuals with MR/DD along with social workers
       and civil rights lawyers, has resulted in long-term trends toward an
       increasing emphasis on training and education as well as an increase in
       community-based settings for residential services, all designed to
       promote a higher quality of life and greater independence.

     - Legislation and Litigation Promoting Increased Community-Based
       Living:  In June 1999, the U.S. Supreme Court, in Olmstead v. L.C., held
       that states must provide individuals with MR/DD the choice to be placed
       in community-based settings when deemed appropriate by medical
       professionals and placement can be reasonably completed within state
       budgets. We believe that this ruling will accelerate the transfer of the
       nation's approximately 45,000 people currently residing in state
       institutional facilities to community-based settings.

     - Expanding Job Corps Program:  The federal Job Corps program, which is
       currently funded at $1.5 billion per year, has grown significantly since
       its inception in 1964. The program provides training for approximately
       70,000 students each year at 119 centers throughout the United States and
       Puerto Rico and is projected by the U.S. Department of Labor, or DOL, to
       increase to 123 centers over the next two years. In addition, federal
       funding for this program has never been reduced since its inception. The
       U.S. Bureau of the Census forecasts that the juvenile population will
       grow by 8% between 1995 and 2015. The U.S. Bureau of the Census estimates
       that 20% of the approximately 70 million children under the age of 18 in
       the United States currently live in households under the poverty level.

                                  OUR BUSINESS

     We provide an array of services in residential and non-residential settings
for adults and youths with MR/DD and disabilities caused by acquired brain
injury and for youths who have special educational or support needs, are from
disadvantaged backgrounds or have severe emotional disorders.

DISABILITIES SERVICES

     We are the nation's largest private provider of services for individuals
with MR/DD. At June 30, 2001, we served more than 17,000 individuals in 29
states, Washington, D.C. and Canada. We base our programs predominantly on
individual habilitation plans designed to encourage greater independence and
development of daily living skills through individualized support and training.
We design these programs to offer individuals specialized support not generally
available in larger state institutions and traditional long-term care facilities
such as nursing homes. We provide our services mainly in community-based group
homes and, to a lesser extent, in other facilities run by us and in the homes of
individuals with MR/DD. At June 30, 2001, approximately 94% of our disabilities
services clients resided in community settings, either in our group homes or in
their own family homes. As of that date, we served approximately 4,800 clients
in their family homes. In each of our programs, services are administered by our
employees and contractors, such as qualified mental retardation professionals,
service coordinators, physicians, psycholo-

                                        2


gists, therapists, social workers and other direct service staff. We staff our
group homes and other facilities 24 hours a day, seven days per week and provide
social, functional and vocational skills training, supported employment and
emotional and psychological counseling or therapy as needed for each individual.
We also provide respite, therapeutic and other services on an as-needed or
hourly basis through our periodic/in-home services programs. Because most of our
clients with MR/DD require services over their entire lives and many states have
extensive waiting lists of people requiring services, we have consistently
experienced occupancy rates of at least 97% since 1996.

     We derive our disabilities services revenues primarily from state
government agencies under the Medicaid reimbursement system and from management
contracts with private operators, generally not-for-profit providers, who
contract with state government agencies and are also reimbursed under the
Medicaid system. Medicaid is a partnership between the federal and state
governments, whereby the federal government matches a percentage of the
expenditures made by a given state. Each state uses some of these Medicaid funds
to provide services to its MR/DD population. For the nine months ended September
30, 2001, we generated revenues of $519.6 million, segment profit of $40.8
million, EBITDAR of $72.2 million, and EBITDA of $53.3 million in DPD, before
general corporate expenses.

YOUTH SERVICES

  JOB CORPS PROGRAM

     We are the nation's second largest operator of Job Corps centers with 15
centers serving approximately 6,900 students, or about 15.3% of total Job Corps
enrollees as of June 30, 2001. Founded in 1964, the federal Job Corps program is
funded and administered by the U.S. Department of Labor and provides educational
and vocational skills training, health care, employment counseling and other
support necessary to enable disadvantaged individuals to obtain employment.
These programs operate 24 hours a day, seven days a week at 119 centers
throughout the United States and Puerto Rico and offer vocational training to
meet job opportunities in a given region. Approximately 70% of Job Corps centers
are privately operated, and a Job Corps contract term is generally five years,
including renewals. Under our Job Corps contracts, we are reimbursed for all
facility and program costs related to Job Corps center operations and allowable
indirect costs for general and administrative expenses, plus a prenegotiated
management fee, normally a fixed percentage of facility and program expense. For
the nine months ended September 30, 2001, we generated revenues of $101.9
million, segment profit of $10.6 million, EBITDAR of $10.8 million and EBITDA of
$10.6 million in our Job Corps program, before general corporate expenses.

  OTHER YOUTH SERVICES PROGRAMS

     We are among the nation's largest private providers of services to
disadvantaged or at-risk youths, serving approximately 2,300 youths in 11
states, Washington, D.C. and Puerto Rico as of June 30, 2001. Our youth programs
are designed to provide consistent, high quality and cost-effective education
and treatment to address the needs of the various segments of the special needs,
at-risk and troubled youth population. Our programs include secure detention
centers, residential treatment programs, emergency shelters, charter schools,
alternative schools and foster care programs designed to address the specific
needs of at-risk and troubled youths. For the nine months ended September 30,
2001, these programs generated revenues of $44.1 million, segment profit of $1.4
million, EBITDAR of $4.9 million and EBITDA of $2.9 million, before general
corporate expenses.

                             COMPETITIVE STRENGTHS

     We believe that we are well positioned to take advantage of industry trends
and that our strong competitive position is attributable to a number of factors,
including the following:

  MARKET LEADING POSITION

     We are the nation's largest private provider of services to populations
with special needs. At June 30, 2001, we provided services to approximately
26,500 persons with special needs in 32 states, Washington, D.C., Canada and
Puerto Rico. Based on revenues, we are currently three times the size of our
nearest

                                        3


for-profit competitor in disabilities services. We are also the second largest
Job Corps program operator. Our market leading position is strengthened by the
following:

     - Close, long-standing relationships with state and local agencies as well
       as advocacy groups, and an understanding of various state and federal
       regulations and reimbursement and billing systems;

     - A compelling value proposition to our customers resulting from our
       corporate mission and supported by our economies of scale;

     - Significant barriers to entry, which we have overcome by our size,
       geographic scope, operating infrastructure and our long term
       relationships with government agencies;

     - Our proactive implementation of a comprehensive compliance program, which
       we believe is the first such program in our industry; and

     - Best in Class 2000, our internal quality management system, which we are
       making available to state agencies and other small providers as a model
       quality management system for the industry.

  RECURRING AND STABLE REVENUES

     Our revenues are recurring and stable for the following reasons:

     - We estimate that the average age of our clients with MR/DD is 40 years.
       Individuals with MR/DD generally require our services for their entire
       lives and have a life expectancy of approximately 70 years;

     - Our clients with MR/DD rarely lose their Medicaid eligibility (although
       clients need to requalify on a periodic basis) and their length of stay
       with us is measured in years, rather than months;

     - We have consistently experienced occupancy rates of at least 97% since
       1996 as a result of strong demand for disabilities services due to long
       state waiting lists;

     - We are reimbursed for our services by Medicaid agencies and other
       government entities in 32 states, as well as by the Department of Labor
       and Department of the Interior, therefore mitigating our reimbursement
       exposure to any one payor;

     - Medicaid funding for disabilities services has risen at an
       inflation-adjusted average annual rate of approximately 11% per year from
       1977 to 1998; and

     - The length of our Job Corps contracts currently averages five years.

  ESTABLISHED RELATIONSHIPS WITH GOVERNMENTAL AGENCIES AND ADVOCACY GROUPS

     We maintain strong relationships with state and local governments and have
developed a reputation as a high quality service provider capable of efficiently
transitioning large numbers of individuals with MR/ DD off waiting lists or from
state institutions and into group homes or other community-based settings. We
believe that our experience and corporate resources enable us to service this
incremental business more successfully than smaller disabilities services
providers. We also have the infrastructure and expertise to accommodate
individuals with MR/DD in their family homes. We are working with advocates and
others to develop funding and find placements for individuals with MR/DD on
state-compiled waiting lists, as well as to enhance the funding available for
existing clients.

  QUALITY SERVICES PROVIDER

     Our size enables us to draw upon the significant experience of our
operations and apply best practices throughout all of our facilities, thereby
improving the quality of our operations. We have spent years developing quality
assurance systems that can address the particular challenges in providing
supports to individuals in the community and in scattered settings. Best In
Class 2000 is our quality management system that establishes the fundamental
expectations we have of our employees and our operations. Best in Class 2000
defines best-practice standards to ensure that we provide high quality services.
We have begun to offer Best In Class 2000 to state agencies and other small
providers with which we work as a model for their quality assurance programs.
The quality of our disabilities services operations is evident in our low level
of deficiencies compared to national averages in facilities subject to Medicaid
survey. We have served

                                        4


the federal Job Corps program since 1976 and won the National Job Corps
Association Member of the Year award, which is given to the highest quality
operator in the program, in two of the last three years. We believe that our
size also enables us to execute our employee training and development programs
effectively and efficiently.

  EXPERIENCED MANAGEMENT TEAM

     Our management team has successfully developed us into the leading
independent provider of services to special needs populations. Our senior
management team of seven executives, led by President and CEO Ronald G. Geary,
has over a century of combined health care experience and 73 years of experience
working with people with special needs. Under Mr. Geary's leadership, we have
grown revenues at a compounded annual growth rate of approximately 30% from $65
million in 1990 to approximately $866 million in 2000 principally due to
acquisitions and internal growth. The presidents of our DPD and DYS operating
divisions have 22 and 28 years of experience in their respective fields. In
addition to our senior leadership, our senior operations personnel have a broad
range of health care experience. We believe that our management team has
excellent depth and breadth and a strong ability to adapt to changing market
conditions.

                               BUSINESS STRATEGY

     Our strategy is to enhance our leading, established market position and to
increase revenue and cash flow by capitalizing on our position as the largest
provider of residential, training, educational and support services to
populations with special needs. Our business strategy focuses on the pursuit of
the following key initiatives:

  ADD NEW GROUP HOMES TO REGIONAL CLUSTERS

     Our current growth strategy is primarily to add new group homes to our
regional clusters where we have existing infrastructure and where Medicaid rates
are attractive, and to selectively pursue other opportunities to provide
services. We plan to achieve this goal, in part, by leveraging our relationships
with various government agencies. According to The Arc, in 1997 individuals with
MR/DD on waiting lists for placements in one or more residential, day/vocational
or other community-based service programs were seeking approximately 218,000
placements. We are working with advocates and others to develop funding and find
placements for these individuals, as well as to enhance the funding available
for individuals with MR/DD.

  INCREASE REVENUES THROUGH EXPANSION OF SERVICES

     We plan to continue to build upon our market leadership position as a
provider of disabilities services and of training and support services for
disadvantaged youths and other special needs populations by expanding the
services that we provide to our clients. In particular, we are focused on
growing our periodic/in-home services and our Job Corps and other youth services
programs.

     - Periodic/In-Home Services.  We began our periodic/in-home services to
       individuals with MR/DD in 1997 and serve approximately 4,800 individuals
       today. We believe this represents a significant avenue for growth that
       leverages our existing infrastructure. In addition, these services
       provide stable margins and require limited capital, providing favorable
       returns to us. Periodic services are disabilities services provided in
       the family homes of clients with MR/DD and, as such, require minimal
       capital investment. We believe that these services are in high demand
       from family caregivers and in some cases are used as an interim measure
       by state governments to provide relief to these families. According to a
       customer satisfaction survey we had conducted by an independent surveyor,
       recipients of our periodic services expressed a high degree of
       satisfaction.

     - Job Corps and Other Youth Services Programs.  We will continue to pursue
       Job Corps and other youth services program contracts as they are put out
       for bid by the U.S. Department of Labor and various states. We believe
       that these opportunities are favorable to our business because of the
       stable reimbursement and low capital investment.

                                        5


  IMPROVE OPERATIONAL EFFICIENCIES AND REDUCE COSTS

     We are continually focused on improving operations in order to both reduce
costs and improve quality. We are leveraging new technologies into tangible
operating efficiencies, improved accounts receivable collection and
cost-effective operations. Currently, we are implementing both an accounts
receivable tracking and billing system, as well as a time and attendance
information system.

     - Accounts Receivable Tracking and Billing System.  We have largely
       completed the installation of the system and have converted 84% of our
       historical information as of September 30, 2001. This system enables us
       to streamline the billing process by automatically populating required
       data fields, removing many manual steps required to properly send bills
       and therefore improve the timing and collection of accounts receivable.
       We believe that this system will enable us to produce complete and
       accurate bills on a more timely and more frequent basis and thereby
       reduce our days sales outstanding and improve cash flow.

     - Time and Attendance System.  The challenge of monitoring our
       approximately 30,000 full-time and part-time employees as well as
       vacation, overtime and temporary labor costs prompted us to find an
       appropriate time and attendance system. We have begun testing such a
       system and plan to install it during the next 16 months. We believe that
       this system will enable us to more efficiently staff our facilities and
       reduce unnecessary overtime and temporary staffing.

     - Increased Accountability at Core Office Level.  In anticipation of the
       implementation of our new information systems, we have created and
       implemented new labor/hour tracking procedures that enable core office
       administrators to monitor direct service hours on a weekly basis. We
       believe these tracking procedures aided in the stabilization and slight
       reduction in total labor hours and costs we experienced in the second
       quarter of 2001. In addition, by improving the oversight of the accounts
       receivables procedures at the local level, we reduced days sales
       outstanding from 69 days at September 30, 2000 to 64 days at September
       30, 2001, representing increased cash flow of nearly $12.5 million.

                                        6


                               THE EXCHANGE OFFER

     On November 15, 2001, we issued $150,000,000 aggregate principal amount of
our 10 5/8% Senior Notes due 2008 (the "old notes") in a private offering. The
old notes are guaranteed by our domestic subsidiaries ("Guarantors"). Our one
foreign subsidiary is not a guarantor of the old notes. The assets, revenues and
income of this subsidiary are not significant to our consolidated financial
condition, results of operations or liquidity.

     We and the Guarantors entered into a registration rights agreement with the
initial purchasers in the private offering in which we agreed, among other
things, to deliver this prospectus to you and to consummate the exchange offer
on or before May 14, 2002. In the exchange offer, you are entitled to exchange
your old notes for registered exchange notes with substantially identical terms.
If we do not complete various tasks by their deadlines, as we discuss in the
"Registration Rights" section of this prospectus, liquidated damages will accrue
on the old notes at a rate of .25% over the stated interest rate on the old
notes for the first 90 days immediately after such deadlines, and will increase
by an additional .25% with respect to each subsequent 90-day period up to a
maximum of 1.0% in the aggregate, until the exchange offer is completed. You
should also read the discussion under the headings "Summary of Terms of the
Exchange Notes" and "Description of the Notes" for further information regarding
the registered exchange notes.

     We believe that the exchange notes issued in the exchange offer may be
resold by you without compliance with the registration and prospectus delivery
requirements of the Securities Act of 1933, subject to certain conditions and
limited exceptions. Following the exchange offer, any old notes held by you that
are not exchanged in the exchange offer will continue to be subject to the
existing restrictions on transfer on the old notes and, except in certain
limited circumstances, we will have no further obligation to register transfers
of outstanding old notes held by you under the Securities Act. You should read
the discussions under the heading "The Exchange Offer" for further information
regarding the exchange offer and the resale of old notes.

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

Issuer........................   Res-Care, Inc.

The Exchange Offer............   We previously issued $150 million aggregate
                                 principal amount of our 10 5/8% Senior Notes
                                 due 2008 in a private offering. These
                                 securities were not registered under the
                                 Securities Act. At the time we issued the old
                                 notes, we entered into a registration rights
                                 agreement in which we agreed to offer to
                                 exchange your unregistered old notes for new
                                 exchange notes that have been registered under
                                 the Securities Act. This exchange offer is
                                 intended to satisfy that obligation. We are
                                 offering to exchange $1,000 principal amount of
                                 registered exchange notes for each $1,000
                                 principal amount of your unregistered old
                                 notes. After the exchange offer is completed,
                                 except in certain limited circumstances, you
                                 will no longer be entitled to any registration
                                 rights with respect to your old notes. In
                                 certain circumstances, certain holders of
                                 outstanding old notes may require us to file a
                                 shelf registration statement under the
                                 Securities Act.

Required Representations......   To participate in this exchange offer, you will
                                 be required to make certain representations to
                                 us in a letter of transmittal, including that:

                                 - any exchange notes will be acquired by you in
                                   the ordinary course of your business;

                                        7


                                 - you have not engaged in, do not intend to
                                   engage in, and do not have an arrangement or
                                   understanding with any person to participate
                                   in a distribution of the exchange notes; and

                                 - you are not an affiliate of our company.

Resale........................   We believe that, subject to limited exceptions,
                                 the exchange notes issued in the exchange offer
                                 may be freely traded by you without compliance
                                 with the registration and prospectus delivery
                                 provisions of the Securities Act provided that:

                                 - the exchange notes issued in the exchange
                                   offer 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 our company.

                                 If our belief is inaccurate and you transfer
                                 any exchange note 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 such requirements, you may
                                 incur liability under the Securities Act. We do
                                 not assume, or indemnify you against, such
                                 liability.

                                 Each broker-dealer that is issued exchange
                                 notes in the exchange offer for its own account
                                 in exchange for old notes that were acquired by
                                 the broker-dealer as a result of market-making
                                 or other trading activities must also
                                 acknowledge that it has not entered into any
                                 arrangement or understanding with us or any of
                                 our affiliates to distribute the exchange notes
                                 and will deliver a prospectus meeting the
                                 requirements of the Securities Act in
                                 connection with any resale of the exchange
                                 notes issued in the exchange offer.

                                 We have agreed in the registration rights
                                 agreement that 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.

Expiration Date...............   The exchange offer will expire at 5:00 p.m.,
                                 New York City time, on           , 2002, unless
                                 extended, in which case the term "expiration
                                 date" will mean the latest date and time to
                                 which we extend the exchange offer.

Conditions to the Exchange
Offer.........................   The exchange offer is subject to certain
                                 customary conditions, which may be waived by
                                 us. The exchange offer is not conditioned upon
                                 any minimum principal amount of old notes being
                                 tendered.

Procedures for Tendering Old
Notes.........................   If you wish to tender your old notes for
                                 exchange pursuant to the exchange offer, you
                                 must transmit to Wells Fargo Bank Minnesota,
                                 National Association, as exchange agent, on or
                                 before the expiration date:

                                 Either:

                                        8


                                 - a properly completed and duly executed letter
                                   of transmittal, which accompanies this
                                   prospectus, or a facsimile of the letter of
                                   transmittal, together with your old notes and
                                   any other required documentation, to the
                                   exchange agent at the address set forth in
                                   this prospectus under the heading "The
                                   Exchange Offer -- Exchange Agent," and on the
                                   front cover of the letter of transmittal; or

                                 - a computer generated message transmitted by
                                   means of The Depository Trust Company's
                                   automated Tender Offer Program system and
                                   received by the exchange agent and forming a
                                   part of a confirmation of book entry transfer
                                   in which you acknowledge and agree to be
                                   bound by the terms of the letter of
                                   transmittal.

                                 If either of these procedures cannot be
                                 satisfied on a timely basis, then you should
                                 comply with the guaranteed delivery procedures
                                 described below. By executing the letter of
                                 transmittal, each holder of old notes will make
                                 certain representations to us described under
                                 "The Exchange Offer -- Procedures for
                                 Tendering."

Special Procedures for
Beneficial Owners.............   If you are a beneficial owner whose old notes
                                 are registered in the name of a broker, dealer,
                                 commercial bank, trust company or other nominee
                                 and you wish to tender your old notes in the
                                 exchange offer, you should contact such
                                 registered holder promptly and instruct such
                                 registered holder to tender on your behalf. If
                                 you wish to tender on your own behalf, you
                                 must, before completing and executing the
                                 letter of transmittal and delivering your old
                                 notes, either make appropriate arrangements to
                                 register ownership of the old notes in your
                                 name or obtain a properly completed bond power
                                 from the registered holder. The transfer of
                                 registered ownership may take considerable time
                                 and may not be able to be completed before the
                                 expiration date.

Guaranteed Delivery
Procedures....................   If you wish to tender your old notes and time
                                 will not permit the documents required by the
                                 letter of transmittal to reach the exchange
                                 agent before the expiration date, or the
                                 procedure for book-entry transfer cannot be
                                 completed on a timely basis, you must tender
                                 your old notes according to the guaranteed
                                 delivery procedures described under "The
                                 Exchange Offer -- Guaranteed Delivery
                                 Procedures."

Acceptance of Old Notes and
Delivery of Exchange Notes....   Subject to the conditions described under "The
                                 Exchange Offer -- Conditions to the Exchange
                                 Offer", we will accept for exchange any and all
                                 old notes that are validly tendered in the
                                 exchange offer and not withdrawn, before 5:00
                                 p.m., New York City time, on the expiration
                                 date.

Withdrawal Rights.............   You may withdraw the tender of your old notes
                                 at any time before 5:00 p.m., New York City
                                 time, on the expiration date, subject to
                                 compliance with the procedures for withdrawal
                                 described in this prospectus under the heading
                                 "The Exchange Offer -- Withdrawal of Tenders."

                                        9


Federal Income Tax
Considerations................   For a discussion of the material federal income
                                 tax considerations relating to the exchange of
                                 old notes for the exchange notes, see "United
                                 States Federal Income Tax Considerations."

Exchange Agent................   Wells Fargo Bank Minnesota, National
                                 Association, the trustee under the indenture
                                 governing the old notes, is serving as the
                                 exchange agent. The address, telephone number
                                 and facsimile number of the exchange agent are
                                 set forth in this prospectus under the heading
                                 "The Exchange Offer -- Exchange Agent."

Consequences of Failure to
Exchange Old Notes............   If you do not exchange your old notes for
                                 exchange notes pursuant to the exchange offer,
                                 you will continue to be subject to the
                                 restrictions on transfer provided in the old
                                 notes and in the indenture governing the old
                                 notes. In general, the unregistered old notes
                                 may not be offered or sold, unless they are
                                 registered under the Securities Act, except
                                 pursuant to an exemption from, or in a
                                 transaction not subject to, the Securities Act
                                 and applicable state securities laws. We do not
                                 currently intend to register the old notes
                                 under the Securities Act.

                                        10


                     SUMMARY OF TERMS OF THE EXCHANGE NOTES

     This exchange offer relates to the exchange of up to $150,000,000 aggregate
principal amount of exchange notes for up to an equal principal amount of the
unregistered outstanding old notes. The form and terms of the exchange notes are
substantially the same as the form and terms of the outstanding old notes,
except that the exchange notes will be registered under the Securities Act.
Therefore, the exchange notes generally will not be subject to transfer
restrictions or registration rights, and the provisions of the registration
rights agreement relating to liquidated damages on the outstanding old notes
under certain circumstances will be eliminated. The exchange notes issued in the
exchange offer will evidence the same debt as the outstanding old notes, which
they replace, and both the outstanding old notes and the exchange notes are
governed by the same indenture. We sometimes refer to the old notes and the
exchange notes collectively in this prospectus as the notes.

Exchange Agent................   We are offering $150,000,000 aggregate
                                 principal amount of our 10 5/8% Senior Notes
                                 due 2008. The exchange notes will be issued
                                 under an indenture dated as of November 15,
                                 2001.

Interest......................   Interest on the exchange notes will accrue from
                                 the last interest payment date on which
                                 interest was paid on the old notes surrendered
                                 in exchange therefor or, if no interest has
                                 been paid on the old notes, from the issue date
                                 of the old notes. Interest on the exchange
                                 notes will be payable semi-annually on May 15
                                 and November 15 of each year, commencing May
                                 15, 2002.

Maturity Date.................   November 15, 2008.

Ranking and Guarantees........   The notes and guarantees will be senior
                                 unsecured obligations. All of our current and
                                 future domestic subsidiaries will guarantee the
                                 notes on a senior unsecured basis.

                                 The notes will rank equally with all of our and
                                 our subsidiary guarantors' existing and future
                                 senior unsecured debt.

                                 The notes and guarantees will rank senior to
                                 all of our and our subsidiary guarantors'
                                 unsecured debt that is expressly subordinated
                                 to the notes, but will be effectively
                                 subordinated to all of our and our subsidiary
                                 guarantors' secured indebtedness, if any, with
                                 respect to the assets securing that
                                 indebtedness and effectively subordinated to
                                 all liabilities of our subsidiaries that are
                                 not guarantors with respect to the assets of
                                 such subsidiaries. See "Risk Factors -- The
                                 notes are effectively subordinated to our
                                 secured indebtedness and structurally
                                 subordinated to the liabilities of our
                                 subsidiaries that do not guarantee the notes."

Optional Redemption...........   We may redeem the notes, in whole or in part,
                                 at any time, on or after November 15, 2005 at a
                                 redemption price equal to 100% of the principal
                                 amount thereof plus a premium declining ratably
                                 to par, plus accrued interest.

                                 In addition, before November 15, 2004, we may
                                 redeem up to 35% of the original aggregate
                                 principal amount of the notes with the proceeds
                                 of qualified equity offerings at a redemption
                                 price of 110.625% of the principal amount plus
                                 accrued and unpaid interest, provided that:

                                 - at least 65% of the aggregate principal
                                   amount of the notes issued under the
                                   indenture remains outstanding immediately
                                   after the occurrence of such redemption; and

                                        11


                                 - such redemption occurs within 90 days of the
                                   date of the closing of any such equity
                                   offering.

Change of Control.............   If we experience a change of control, we may be
                                 required to offer to repurchase the notes at
                                 101% of the principal amount plus accrued and
                                 unpaid interest. We may not be able to pay you
                                 the required price for notes you present to us
                                 at the time of a change of control because our
                                 other outstanding indebtedness may prohibit
                                 payment or we may not have enough funds at the
                                 time.

Restrictive Covenants.........   The indenture governing the notes contains
                                 covenants that, among other things, will limit
                                 our ability and the ability of our restricted
                                 subsidiaries to:

                                 - incur additional indebtedness or liens;

                                 - pay dividends or make other distributions or
                                   repurchase or redeem our stock;

                                 - make investments;

                                 - sell assets;

                                 - engage in business activities unrelated to
                                   our current business;

                                 - enter into agreements restricting our
                                   subsidiaries' ability to pay dividends;

                                 - enter into transactions with affiliates; and

                                 - consolidate, merge, or sell all or
                                   substantially all of our assets.

                                 In addition, under certain circumstances we may
                                 be required to make an offer to purchase some
                                 or all of these notes with proceeds received
                                 from asset sales.

                                 These covenants are subject to important
                                 exceptions and qualifications, which are
                                 described under the heading "Description of
                                 Notes" in this prospectus.

Absence of a Public Market for
the Notes.....................   The notes are a new issue of securities, and
                                 there is currently no market for them.
                                 Accordingly, we cannot assure you as to the
                                 development or liquidity of any market for the
                                 notes or, if issued, the exchange notes. The
                                 initial purchasers have advised us that they
                                 currently intend to make a market for the notes
                                 as permitted by applicable laws and
                                 regulations. However, they are not obligated to
                                 do so and may discontinue any such market
                                 making activities at any time without notice.
                                 The notes will be eligible for trading on The
                                 PORTAL Market(SM).

Form of Exchange Notes........   The exchange notes issued in the exchange offer
                                 will be represented by one or more permanent
                                 global certificates, in fully registered form,
                                 deposited with a custodian for, and registered
                                 in the name of a nominee of, The Depository
                                 Trust Company, as depositary. You will not
                                 receive exchange notes in certificated form
                                 unless one of the events set forth under
                                 "Description of Notes -- Book Entry; Delivery
                                 and Form" occurs. Instead, beneficial interests
                                 in the exchange notes will be shown on, and
                                 transfers of these exchange notes will be
                                 effected through,

                                        12


                                 records maintained in book-entry form by The
                                 Depository Trust Company and its participants.

Use of Proceeds...............   We will not receive any proceeds from the
                                 exchange offer.

                                        13


                   SUMMARY CONSOLIDATED FINANCIAL INFORMATION

     The following summary consolidated financial information should be read in
conjunction with our historical consolidated financial statements and related
notes and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this prospectus or incorporated
into this prospectus by reference.

     Some of the summary consolidated financial information for and as of each
of the years ended December 31, 1998, 1999 and 2000 set forth below have been
derived from our audited consolidated financial statements. Some of the summary
consolidated financial information for and as of the nine months ended September
30, 2001 and 2000, set forth below have been derived from our unaudited
condensed consolidated financial statements. In our opinion, the unaudited
condensed consolidated financial statements from which the data below is derived
contain all adjustments, which consist only of normal recurring adjustments,
necessary to present fairly our financial position and results of operations as
of the applicable dates and for the applicable periods. Historical results are
not necessarily indicative of the results to be expected in the future.

     In June 1999, we completed a merger with PeopleServe, Inc., which was
accounted for as a pooling-of-interests. Accordingly, the summary consolidated
financial information has been restated for all periods presented to include the
financial condition and results of operations of PeopleServe. Statistical
information included in "Operating Data" for years before the merger has not
been restated to reflect the operations of PeopleServe.

     The summary as adjusted consolidated financial information as of September
30, 2001, reflects our sale of $150 million principal amount of notes offered in
the private offering and the application of the net proceeds therefrom. The as
adjusted financial data is not necessarily indicative of the operating results
that actually would have occurred if the offering had been effective on the
dates indicated, nor is it necessarily indicative of future operating results.



                                                                                      NINE MONTHS ENDED
                                                       YEAR ENDED DECEMBER 31,          SEPTEMBER 30,
                                                    ------------------------------   -------------------
                                                      1998       1999       2000       2000       2001
                                                    --------   --------   --------   --------   --------
                                                        (Dollars in thousands)           (Unaudited)
                                                                                 
STATEMENT OF INCOME DATA:
Revenues..........................................  $702,914   $824,479   $865,796   $642,484   $665,529
Facility and program expenses.....................   604,760    716,469    763,576    564,097    599,604
                                                    --------   --------   --------   --------   --------
Facility and program contribution.................    98,154    108,010    102,220     78,387     65,925
Operating expenses:
    Corporate general and administrative..........    27,590     27,726     28,111     20,572     23,723
    Depreciation and amortization.................    18,561     21,107     22,308     16,635     16,038
    Special charges (1)...........................        --     20,498      4,149      3,670      1,729
    Other (income) expenses.......................      (307)        40        270        304       (834)
                                                    --------   --------   --------   --------   --------
Total operating expenses, net.....................    45,844     69,371     54,838     41,181     40,656
                                                    --------   --------   --------   --------   --------
Operating income..................................    52,310     38,639     47,382     37,206     25,269
Interest, net.....................................    13,894     18,750     22,559     16,932     14,187
                                                    --------   --------   --------   --------   --------
Income from continuing operations before income
  taxes...........................................    38,416     19,889     24,823     20,274     11,082
Income tax expense................................    15,484     10,153     10,647      8,413      4,821
                                                    --------   --------   --------   --------   --------
Income from continuing operations.................    22,932      9,736     14,176     11,861      6,261
Gain from sale of unconsolidated affiliate, net of
  tax.............................................        --        534         --         --         --
Cumulative effect of accounting change, net of
  tax.............................................        --     (3,932)        --         --         --
                                                    --------   --------   --------   --------   --------
Net income........................................  $ 22,932   $  6,338   $ 14,176   $ 11,861   $  6,261
                                                    ========   ========   ========   ========   ========


                                        14




                                                                                      NINE MONTHS ENDED
                                                       YEAR ENDED DECEMBER 31,          SEPTEMBER 30,
                                                    ------------------------------   -------------------
                                                      1998       1999       2000       2000       2001
                                                    --------   --------   --------   --------   --------
                                                        (Dollars in thousands)           (Unaudited)
                                                                                 
OTHER STATEMENT OF INCOME DATA:
EBITDAR (2).......................................  $ 92,655   $106,043   $ 98,975   $ 72,553   $ 63,412
EBITDAR margin (2)................................     13.2%      12.9%      11.4%      11.3%       9.5%
EBITDA (2)........................................  $ 70,871   $ 80,244   $ 73,839   $ 53,841   $ 41,307
EBITDA margin (2).................................     10.1%       9.7%       8.5%       8.4%       6.2%
Depreciation and amortization.....................  $ 18,561   $ 21,107   $ 22,308   $ 16,635   $ 16,038
Facility rent (3).................................    21,784     25,799     25,136     18,712     22,105
Maintenance capital expenditures (4)..............    10,734     12,166      9,322      6,370      4,597
OPERATING DATA:
Number of facilities..............................     1,379      2,350      2,400      2,400      2,400
Disabilities Services Segment:
    Total revenue.................................  $570,626   $654,553   $680,629   $506,247   $519,600
    Persons served................................    11,952     15,927     16,561     16,820     17,320
    Capacity utilized.............................     97.4%      98.2%      97.9%      98.0%      97.9%
Youth Services Segment:
    Total revenue.................................  $132,288   $169,926   $185,167   $136,237   $145,929
    Persons served................................     8,395      8,340      9,410      8,448      9,186
    Capacity utilized.............................     97.9%      82.2%      96.4%      90.7%      93.8%
SELECTED HISTORICAL RATIOS: (2)(5)(6)
Ratio of EBITDAR to interest and facility rent....      2.5x       2.3x       2.0x       2.0x       1.7x
Ratio of EBITDA to interest expense...............      4.6x       4.0x       3.1x       3.1x       2.6x
Ratio of total adjusted debt to EBITDAR...........      4.7x       4.7x       4.8x         --         --
Ratio of total debt to EBITDA.....................      3.7x       3.6x       3.7x       2.8x       2.7x
Percentage of total debt to total
  capitalization..................................     62.6%      64.1%      60.5%      63.4%      54.7%
Ratio of earnings to fixed charges................      2.7x       1.7x       1.8x       1.9x       1.5x




                                                                                       SEPTEMBER 30, 2001
                                                             DECEMBER 31,              ------------------
                                                   ---------------------------------                AS
                                                    1998         1999         2000     ACTUAL    ADJUSTED
                                                   -------   ------------   --------   -------   --------
                                                        (Dollars in thousands)            (Unaudited)
                                                                                  
BALANCE SHEET DATA:
Working capital..................................  $75,486     $102,141     $122,305   $88,928   $153,033
Total assets.....................................  493,793      523,131      536,106   501,767    554,087
Total debt, including capital leases.............  258,762      291,713      272,277   222,696    274,632
Total adjusted debt (5)..........................  433,034      498,105      473,365   458,483    502,864
Shareholders' equity.............................  154,587      163,384      178,123   184,715    184,946
Days sales outstanding...........................       60           62           59        64         64


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

(1) Special charges for the year ended December 31, 2000 include the following:
    (1) a charge of $1.8 million ($1.1 million net of tax, or $0.04 per share)
    related to the write-off of costs associated with the terminated
    management-led buyout, (2) a charge of $1.7 million ($1.0 million net of
    tax, or $0.04 per share) related to our 2000 restructuring plan and (3) a
    charge of $0.6 million for the settlement of a lawsuit. Special charges for
    the nine months ended September 30, 2001 include a charge of approximately
    $1.6 million ($0.9 million net of tax, or $0.04 per share) for costs
    associated with the exit from Tennessee. Special charges for the nine months
    ended September 30, 2000 include the charge related to the terminated
    management-led buyout and the restructuring charge. Special charges for 1999
    include the charge of $20.5 million ($13.7 million net of tax, or $0.55 per
    share) recorded in connection with the PeopleServe merger.

(2) EBITDA is defined as earnings from continuing operations before depreciation
    and amortization, net interest expense and income taxes. EBITDAR is defined
    as EBITDA before facility rent. EBITDA margin and EBITDAR margin are defined
    as EBITDA and EBITDAR, respectively, divided by total revenues. EBITDA and
    EBITDAR are commonly used as analytical indicators within the health care
    industry, and also serve as measures of leverage capacity and debt service
    ability. EBITDA and EBITDAR should not be considered as measures of
    financial performance under accounting principles generally accepted in the
    United States, and the items excluded

                                        15


    from EBITDA and EBITDAR are significant components in understanding and
    assessing financial performance. EBITDA and EBITDAR should not be considered
    in isolation or as alternatives to net income, cash flows generated by
    operating, investing or financing activities or other financial statement
    data presented in the consolidated financial statements as indicators of
    financial performance or liquidity. Because EBITDA and EBITDAR are not
    measurements determined in accordance with accounting principles generally
    accepted in the United States and are thus susceptible to varying
    calculations, EBITDA and EBITDAR as presented may not be comparable to other
    similarly titled measures of other companies.

(3) Facility rent is defined as land and building lease expense less
    amortization of any deferred gain on applicable sale and leaseback
    transactions.

(4) Maintenance capital expenditures represent purchases of fixed assets
    excluding land, buildings and acquisitions of businesses.

(5) Total adjusted debt is defined as total debt plus annual facility rent times
    a multiple of eight.

(6) For the purpose of determining the ratio of earnings to fixed charges,
    earnings are defined as income before income taxes, plus fixed charges.
    Fixed charges consist of interest expense on all indebtedness and
    amortization of capitalized debt issuance costs and an estimate of interest
    within rental expense.

                                        16


                                  RISK FACTORS

     In addition to the risk factors set forth below, we urge you to refer to
the risk factors included as Exhibit 99.5 to our Current Report on Form 8-K
filed on October 31, 2001, which are incorporated into this prospectus by
reference. See "Incorporation By Reference" and "Where You Can Find More
Information."

THE NOTES ARE EFFECTIVELY SUBORDINATED TO OUR SECURED INDEBTEDNESS AND
STRUCTURALLY SUBORDINATED TO THE LIABILITIES OF OUR SUBSIDIARIES THAT DO NOT
GUARANTEE THE NOTES.

     The notes are unsecured obligations of ours and are effectively
subordinated to our secured indebtedness. The effect of this subordination is
that if we or a subsidiary guarantor are involved in a bankruptcy, liquidation,
dissolution, reorganization or similar proceeding or upon a default in payment
on, or the acceleration of, any indebtedness under our existing credit agreement
or other secured indebtedness, our assets and those of the subsidiary guarantors
that secure indebtedness will be available to pay obligations on the notes only
after all indebtedness under the credit agreement and other secured indebtedness
have been paid in full from those assets. We may not have sufficient assets
remaining to pay amounts due on any or all of the notes then outstanding. The
notes are also structurally subordinated to all existing and future obligations,
including indebtedness, of our subsidiaries that do not guarantee the notes, and
the claims of creditors of these subsidiaries, including trade creditors, will
have priority as to the assets of these subsidiaries. See "Description of
Notes."

THE RESTRICTIONS IMPOSED BY OUR EXISTING INDEBTEDNESS MAY LIMIT OUR ABILITY TO
OPERATE OUR BUSINESS.

     Our existing credit facility prohibits us from prepaying certain of our
other indebtedness, requires us to comply with specified financial ratios and
tests, and restricts our ability to:

     - incur additional indebtedness or issue preferred or redeemable stock;

     - pay dividends and make other distributions;

     - enter into certain mergers or consolidations;

     - enter into sale and leaseback transactions;

     - create liens; and

     - sell and otherwise dispose of assets.

     We cannot assure you that these restrictions will not adversely affect our
ability to finance our future operations or capital needs or engage in other
business activities that may be in our interest. We also cannot assure you that
we will be able to continue to comply with these covenants and ratios. If we
commit a breach of any of these covenants, ratios or tests, we could be in
default under one or more of the agreements governing our indebtedness, which
could require us to immediately pay all amounts outstanding under those
agreements or prohibit us from making draws on our existing credit facility. If
payments of our outstanding indebtedness were to be accelerated, we cannot
assure you that our assets would be sufficient to repay our indebtedness. See
"Description of Notes -- Certain Covenants" and "Description of Certain
Indebtedness."

THERE IS NO PUBLIC MARKET FOR THE NOTES, AND THERE ARE RESTRICTIONS ON THE
RESALE OF THE NOTES.

     The exchange notes will be new securities for which there is no existing
market and, although the notes are expected to be eligible for trading on The
PORTAL Market(SM), we cannot assure the liquidity of any markets that may
develop for the notes, the ability of holders of the notes to sell their notes
or the prices at which holders would be able to sell their notes. Future trading
prices of the notes will depend on many factors, including, among others,
prevailing interest rates, our operating results and the market for similar
securities. The initial purchasers have advised us that they currently intend to
make a market in the exchange notes offered by this prospectus. However, they
are not obligated to do so and any market making may be discontinued at any time
without notice. We do not intend to apply for listing of the notes on any
securities exchange.

                                        17


                               THE EXCHANGE OFFER

PURPOSE AND EFFECT OF THE EXCHANGE OFFER

     We originally sold the old notes to UBS Warburg LLC, Lehman Brothers Inc.,
Banc One Capital Markets, Inc., U.S. Bancorp Piper Jaffrey, Inc., Jefferies &
Company, Inc. and First Analysis Securities Corporation as initial purchasers in
a private offering that closed on November 15, 2001. In connection with the
private offering of the old notes, we, the Guarantors and the initial purchasers
entered into a registration rights agreement in which we and the Guarantors
agreed to:

     - file a registration statement no later than 90 days after the closing
       date of the private offering of the old notes;

     - use commercially reasonable efforts to cause the registration statement
       to become effective no later than 150 days after the closing date of the
       private offering of the old notes; and

     - upon the effectiveness of the registration statement, offer to the
       holders of the old notes the opportunity to exchange their old notes for
       a like principal amount of exchange notes, and to hold the exchange offer
       open for at least 20 business days after the date notice of the exchange
       offer is mailed to holders.

     The exchange notes will be issued without a restrictive legend and may be
reoffered and resold by the holder without restrictions or limitations under the
Securities Act of 1933, except as described below. We have agreed in the
registration rights agreement to use commercially reasonable efforts to complete
the exchange offer and issue the exchange notes no later than 180 days after the
closing date of the private offering of the old notes. This exchange offer is
intended to satisfy our exchange offer obligations under the registration rights
agreement.

     For each old note surrendered to us pursuant to the exchange offer, the
holder of such old note will receive an exchange note having a principal amount
equal to that of the surrendered old note. The term "holder" with respect to the
exchange offer means any person in whose name old notes are registered on our
books or any other person who has obtained a properly completed bond power from
the registered holder or any person whose old notes are held of record by The
Depository Trust Company ("DTC") who desires to deliver old notes by book-entry
transfer through DTC.

     Under existing interpretations of the Securities Act by the staff of the
SEC contained in several no-action letters to third parties, we believe that the
exchange notes will generally be freely transferable by holders who have validly
participated in the exchange offer without further registration under the
Securities Act (assuming the truth of certain representations required to be
made by each holder of notes, as set forth below). For additional information on
the SEC's position, we refer you to the following no-action letters: Exxon
Capital Holdings Corporation, available April 13, 1988; Morgan Stanley & Co.
Incorporated, available June 5, 1991; and Shearman & Sterling, available July 2,
1993. However, any purchaser of old notes who is one of our "affiliates" as
defined in Rule 405 under the Securities Act, who intends to participate in the
exchange offer for the purpose of distributing the exchange notes, or who is a
broker-dealer who purchased old notes from us to resell pursuant to Rule 144A or
any other available exemption under the Securities Act:

     - will not be able to tender its old notes in the exchange offer;

     - will not be able to rely on the interpretations of the staff of the SEC;
       and

     - must comply with the registration and prospectus delivery requirements of
       the Securities Act in connection with any sale or transfer of the old
       notes unless such sale or transfer is made pursuant to an exemption from
       these requirements.

     If you wish to exchange your old notes for exchange notes in the exchange
offer, you will be required to make representations in a letter of transmittal
which is attached to this prospectus, including that:

     - you are not our "affiliate" (as defined in Rule 405 under the Securities
       Act);

     - any exchange notes to be received by you will be acquired in the ordinary
       course of your business;

                                        18


     - you have no arrangement or understanding with any person to participate
       in the distribution of the exchange notes in violation of the provisions
       of the Securities Act;

     - if you are not a broker-dealer, you are not engaged in, and do not intend
       to engage in, a distribution of exchange notes; and

     - if you are a broker-dealer (a "participating broker-dealer"), you
       acquired the old notes for your own account as a result of market-making
       or other trading activities, you have not entered into any arrangement or
       understanding with us or one of our affiliates to distribute the exchange
       notes and you will deliver a prospectus meeting the requirements of the
       Securities Act in connection with any resale of the exchange notes.

     The SEC has taken the position that participating broker-dealers may be
deemed to be "underwriters" with the meaning of the Securities Act, and
accordingly may fulfill their prospectus delivery requirements with respect to
the exchange notes, other than a resale of an unsold allotment from the original
sale of the notes, with the prospectus contained in the exchange offer
registration statement. Under the registration rights agreement, we are required
to allow participating broker-dealers and other persons, if any, subject to
similar prospectus delivery requirements, to use the prospectus contained in the
exchange offer registration statement in connection with the resale of the
exchange notes.

     Under the registration rights agreement, our obligations to register the
new notes will terminate upon the completion of the exchange offer. However, the
SEC interpretations referred to above may be subject to change, hindering our
ability to complete the exchange offer. If:

     - any changes in applicable law or the applicable interpretations of the
       staff of the SEC do not permit us to conduct the exchange offer;

     - for any other reason the exchange offer is not completed within 180 days
       following the date of the first issuance of the old notes;

     - a holder of old notes notifies us within 20 business days after the
       consummation deadline that the holder (1) was prohibited by law or SEC
       policy from participating in the exchange offer, (2) may not resell the
       new notes acquired by it in the exchange offer to the public without
       delivering a prospectus and the prospectus contained in this registration
       statement is not appropriate or available for such resales by such
       holder, or (3) is a broker-dealer and holds notes acquired directly from
       us or any of our affiliates,

then, we and the Guarantors will, at our cost:

     - as promptly as practicable after such filing obligation arises, use our
       commercially reasonable efforts to file a shelf registration statement
       covering resales of the old notes or exchange notes, as applicable;

     - use our commercially reasonable efforts to cause the shelf registration
       statement to be declared effective under the Securities Act within 90
       days after such filing obligation arises; and

     - use our commercially reasonable efforts to keep effective the shelf
       registration until the earlier of two years after its effective date, or
       the date on which all of the notes to be sold pursuant to such shelf
       registration have been sold.

     If we file a shelf registration statement, we will provide you copies of
the prospectus that is a part of the shelf registration statement, notify you
when the shelf registration statement for the old notes has become effective and
take other actions as are required to permit unrestricted resales of the old
notes. A holder of old notes that sells the old notes pursuant to the shelf
registration statement generally will be:

     - required to be named as a selling security holder in the related
       prospectus and deliver a prospectus to purchasers;

     - subject to certain of the civil liability provisions under the Securities
       Act in connection with the sales; and

     - bound by the provisions of the registration rights agreement that are
       applicable to such a holder, including indemnification obligations.
                                        19


     In addition, each holder of the old notes will be required to deliver
information to be used in connection with the shelf registration statement and
to provide any comments on the shelf registration statement within the time
periods described in the registration rights agreement in order to have their
old notes included in the shelf registration statement and to benefit from the
provisions regarding liquidated damages described below.

     If any of the following (each a "registration default") occurs:

     - either one of these registration statements required to be filed by us is
       not filed with the SEC on or before its required deadline;

     - either one of these registration statements required to be filed by us is
       not declared effective on or before its required deadline;

     - the exchange offer is not completed on or before the 180th calendar day
       following the date of the first issuance of the old notes; or

     - either one of these registration statements required to be filed is filed
       and declared effective but thereafter ceases to be effective or usable
       (subject to certain exceptions),

the interest rate borne by the old notes will increase by 0.25% per annum upon
the occurrence of a registration default. This rate will continue to increase by
0.25% per annum with respect to each 90 day period that the liquidated damages
(as defined below) continue to accrue in any such circumstance. However, the
maximum total increase in the interest rate will in no event exceed one percent
(1.00%) per year. We refer to this increase in the interest rate on the old
notes as "liquidated damages." Such interest is payable in addition to any other
interest payable from time to time with respect to the old notes and the
exchange notes in cash on each interest payment date to the holders of record
for such interest payment date. After the cure of registration defaults, the
accrual of liquidated damages will stop and the interest rate will revert to the
original rate.

     The above summary highlights the material provisions of the registration
rights agreement, but does not restate that agreement in its entirety. We urge
you to review all of the provisions of the registration rights agreement,
because it, and not this description, defines your rights as holders to exchange
your old notes for registered exchange notes. A copy of the registration rights
agreement has previously been filed with the SEC by us, and is incorporated by
reference in the registration statement of which this prospectus forms a part.

     Following the consummation of the exchange offer, holders of old notes who
were eligible to participate in the exchange offer but who did not tender their
old notes will not have any further registration rights, and the old notes will
continue to be subject to restrictions on transfer. Accordingly, the liquidity
of the market for the old notes could be adversely affected.

TERMS OF THE EXCHANGE OFFER

     This prospectus and the accompanying letter of transmittal contain the
terms and conditions of the exchange offer. Upon the terms and subject to the
conditions set forth in this prospectus and in the accompanying letter of
transmittal, we will accept for exchange all old notes that are properly
tendered and not withdrawn on or before 5:00 p.m., New York City time, on the
expiration date. After authentication of the exchange notes by the trustee or an
authentication agent, we will issue and deliver $1,000 principal amount of
exchange notes in exchange for each $1,000 principal amount of outstanding old
notes accepted in the exchange offer. Holders may tender some or all of their
old notes in the exchange offer in denominations of $1,000 and integral
multiples thereof.

     The form and terms of the exchange notes are identical in all material
respects to the form and terms of the old notes, except that:

          (1) the offering of the exchange notes has been registered under the
     Securities Act;

          (2) the exchange notes will generally not be subject to transfer
     restrictions or registration rights; and

                                        20


          (3) certain provisions relating to liquidated damages on the old notes
     provided for in certain circumstances will be eliminated.

     The exchange notes will evidence the same debt as the old notes. The
exchange notes will be issued under and entitled to the benefits of the
indenture.

     As of the date of this prospectus, $150,000,000 aggregate principal amount
of the old notes is outstanding. In connection with the issuance of the old
notes, arrangements were made for the old notes to be issued and transferable in
book-entry form through the facilities of DTC, acting as a depositary. The
exchange notes will also be issuable and transferable in book-entry form through
DTC.

     This prospectus, together with the accompanying letter of transmittal, is
initially being sent to all registered holders of the old notes as of the close
of business on           , 2002. The exchange offer is not conditioned upon any
minimum aggregate principal amount of old notes being tendered. However, our
obligation to accept old notes for exchange pursuant to the exchange offer is
subject to certain customary conditions that we describe under "-- Conditions to
the Exchange Offer" below.

     We shall be deemed to have accepted validly tendered old 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 exchange notes from us and delivering exchange notes to such holders.

     If any tendered old notes are not accepted for exchange because of an
invalid tender or the occurrence of certain other events set forth herein,
certificates for any such unaccepted old notes will be returned, at our cost, to
the tendering holder thereof as promptly as practicable after the expiration
date.

     Holders who tender old 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 old notes
pursuant to the exchange offer. We will pay all charges and expenses, other than
certain applicable taxes, in connection with the exchange offer. See
" -- Solicitation of Tenders; Fees and Expenses" for more detailed information
regarding the expenses of the exchange offer.

     By executing or otherwise becoming bound by the letter of transmittal, you
will be making the representations described under " -- Procedures for
Tendering" below.

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

     The term "expiration date" means 5:00 p.m., New York City time, on
          , 2002, unless we, in our sole discretion, extend the exchange offer,
in which case the term "expiration date" means the latest date to which the
exchange offer is extended. We may extend the exchange offer at any time and
from time to time by giving oral or written notice to the exchange agent and by
timely public announcement.

     We expressly reserve the right, at any time, to extend the period of time
during which the exchange offer is open, and thereby delay acceptance of any old
notes, by giving oral or written notice of such extension to the exchange agent
and notice of such extension to the holders as described below. During any such
extension, all old notes previously tendered will remain subject to the exchange
offer and may be accepted for exchange by us. Any old notes not accepted for
exchange for any reason will be returned without expense to the tendering holder
thereof as promptly as practicable after the expiration or termination of the
exchange offer.

     We expressly reserve the right to amend or terminate the exchange offer,
and not to accept for exchange any old notes that we have not yet accepted for
exchange, if any of the conditions set forth herein under " -- Conditions to the
Exchange Offer" shall have occurred and shall not have been waived by us, if
such conditions are permitted to be waived by us.

     We will give oral or written notice of any extension, amendment,
termination or non-acceptance described above to holders of the old notes as
promptly as practicable. If the exchange offer is amended in a manner determined
by us to constitute a material change, we will promptly disclose the amendment
in a manner reasonably calculated to inform the holders and we will extend the
exchange offer to the extent required by law.

                                        21


     Without limiting the manner in which we may choose to make public
announcements of any extension, amendment, termination or non-acceptance of the
exchange offer, and subject to applicable law, we will have no obligation to
publish, advertise or otherwise communicate any such public announcement other
than by issuing a timely release to the Dow Jones News Service.

INTEREST ON THE EXCHANGE NOTES

     Interest on the exchange notes will accrue from the last interest payment
date on which interest was paid on the old notes surrendered in exchange
therefor or, if no interest has been paid on the old notes, from the issue date
of the old notes. Interest on the exchange notes will be payable semi-annually
on May 15 and November 15 of each year, commencing May 15, 2002.

PROCEDURES FOR TENDERING

  WHAT TO SUBMIT AND HOW

     Each holder of old notes wishing to accept the exchange offer must
complete, sign and date the letter of transmittal, or a facsimile thereof, in
accordance with the instructions contained herein and therein. Each holder
should then mail or otherwise deliver the completed letter of transmittal, or
such facsimile, together with the old notes to be exchanged and any other
required documentation, to Wells Fargo Bank Minnesota, National Association, as
exchange agent, at the address set forth below under " -- Exchange Agent" on or
before the expiration date. A holder may also effect a tender of old notes
pursuant to the procedures for book-entry transfer as provided for herein and in
the letter of transmittal.

     Any financial institution that is a participant in DTC's Book-Entry
Transfer Facility system may make book-entry delivery of the old notes by
causing DTC to transfer the old notes into the exchange agent's account in
accordance with DTC's procedure for such transfer. Although delivery of old
notes may be effected through book-entry transfer into the exchange agent's
account at DTC, the letter of transmittal, or a facsimile thereof, with any
required signature guarantees and any other required documents, must, in any
case, be transmitted to and received by the exchange agent at its address set
forth herein under " -- Exchange Agent" before 5:00 p.m., New York City time, on
the expiration date. Delivery of documents to DTC in accordance with its
procedures does not constitute delivery to the exchange agent.

     Only a holder may tender its old notes in the exchange offer. To tender in
the exchange offer, a holder must:

          (1) complete, sign and date the letter of transmittal or a facsimile
     thereof;

          (2) have the signatures of the holder guaranteed if required by the
     letter of transmittal; and

          (3) unless such tender is being effected pursuant to the procedure for
     book-entry transfer, mail or otherwise deliver the letter of transmittal or
     the facsimile, together with the old notes and other required documents, to
     the exchange agent, before 5:00 p.m., New York City time, on the expiration
     date.

     The tender by a holder will constitute an agreement between such holder,
our company and the exchange agent in accordance with the terms and subject to
the conditions set forth herein and in the letter of transmittal. If less than
all of the old notes are tendered, a tendering holder should fill in the amount
of old notes being tendered in the appropriate box on the letter of transmittal.
The entire amount of old notes delivered to the exchange agent will be deemed to
have been tendered unless otherwise indicated.

     The method of delivery of old notes and the letter of transmittal and all
other required documents to the exchange agent is at the election and risk of
the holders. Instead of delivery by mail, it is recommended that holders use an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to ensure delivery to the exchange agent before the expiration date. No
letter of transmittal or old notes should be sent to ResCare. Holders may also
request that their respective brokers, dealers, commercial banks, trust
companies or nominees effect the tender for holders, in each case as set forth
herein and in the letter of transmittal.

                                        22


     Any beneficial owner whose old notes are registered in the name of his
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 his behalf. If the beneficial owner wishes to
tender on his own behalf, the beneficial owner must, before completing and
executing the letter of transmittal and delivering his old notes, either make
appropriate arrangements to register ownership of the old notes in the owner's
name or obtain a properly completed bond power from the registered holder. The
transfer of record ownership may take considerable time.

  REQUIRED REPRESENTATIONS IN LETTER OF TRANSMITTAL

     The letter of transmittal will include representations to us that, among
other things:

          (1) the exchange notes acquired pursuant to the exchange offer are
     being acquired in the ordinary course of business of the person receiving
     the exchange notes, whether or not such person is the holder;

          (2) neither the holder nor any other person receiving the exchange
     notes is engaged in, intends to engage in or has any arrangement or
     understanding with any person to participate in the distribution of the
     exchange notes;

          (3) neither the holder nor any other person receiving the exchange
     notes is an "affiliate," as defined in Rule 405 under the Securities Act of
     1933, of our company; and

          (4) if the tendering holder is a broker or dealer as defined in the
     Exchange Act, then

             (a) it acquired the old notes for its own account as a result of
        market-making activities or other trading activities; and

             (b) it has not entered into any arrangement or understanding with
        our company or any "affiliate" of our company within the meaning of Rule
        405 under the Securities Act to distribute the exchange notes to be
        received in the exchange offer.

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

  HOW TO SIGN YOUR LETTER OF TRANSMITTAL AND OTHER DOCUMENTS

     Signatures on a letter of transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Exchange Act (each an "Eligible Institution"), unless the old
notes tendered pursuant thereto are tendered:

          (1) by a registered holder who has not completed the box entitled
     "Special Registration Instructions" or "Special Delivery Instruction" of
     the letter of transmittal; or

          (2) for the account of an Eligible Institution.

If the letter of transmittal is signed by a person other than the registered
holder of old notes, the old notes must be endorsed or accompanied by
appropriate bond powers that authorize the person to tender the old notes on
behalf of the registered holder, in either case signed as the name of the
registered holder or holders appears on the old notes. If the letter of
transmittal or any old notes or bond powers are signed or endorsed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, those
persons should so indicate when signing, and unless waived by us, evidence
satisfactory to us of their authority to so act must be submitted with the
completed letter of transmittal.

                                        23


  IMPORTANT RULES CONCERNING THE EXCHANGE OFFER

     You should note that:

     - All questions as to the validity, form, eligibility, including time of
       receipt, acceptance and withdrawal of the tendered old 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 old notes not
       properly tendered or any old notes the acceptance of which would, in our
       judgment or the judgment of our counsel, be unlawful;

     - We also reserve the absolute right to waive any irregularities or
       conditions of tender as to particular old notes. Our company's
       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 old notes must be cured within such time as
       we shall determine;

     - Although we intend to notify holders of defects or irregularities with
       respect to any tender of old notes, neither our company, the exchange
       agent nor any other person will be under any duty to give notification of
       any defect or irregularity with respect to tenders of old notes, nor will
       any of them incur any liability for failure to give that notification;
       and

     - Tenders of old notes will not be deemed to have been made until such
       irregularities have been cured or waived. Any old notes received by the
       exchange agent that we determine are not properly tendered or the tender
       of which is otherwise rejected by us and as to which the defects or
       irregularities have not been cured or waived by us will be returned by
       the exchange agent to the tendering holder unless otherwise provided in
       the letter of transmittal, as soon as practicable following the
       expiration date.

BOOK-ENTRY TRANSFER

     The exchange agent will make a request promptly after the date of this
prospectus to establish accounts with respect to the old notes at the DTC for
the purpose of facilitating the exchange offer. Any financial institution that
is a participant in the DTC's system may make book-entry delivery of old notes
by causing the DTC to transfer the participant's old notes into the exchange
agent's account with respect to the old notes in accordance with DTC's Automated
Tender Offer Program procedures for such transfer. However, the exchange for the
old notes so tendered will only be made after timely confirmation of the
book-entry transfer of old notes into the exchange agent's account, and timely
receipt by the exchange agent of an agent's message and any other documents
required by the letter of transmittal. The term "agent's message" means a
message, transmitted by DTC and received by the exchange agent and forming a
part of the confirmation of a book-entry transfer, which states that DTC has
received an express acknowledgment from a participant that is tendering old
notes that the participant has received the letter of transmittal and agrees to
be bound by the terms of the letter of transmittal, and that we may enforce such
agreement against the participant.

     Although delivery of old notes may be effected through book-entry transfer
into the exchange agent's account at DTC, 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 before the
expiration date, or you must comply with the guaranteed delivery procedures
described below. Delivery of documents to DTC does not constitute delivery to
the exchange agent.

GUARANTEED DELIVERY PROCEDURES

     If you are a registered holder of old notes and you wish to tender your old
notes but your old notes are not immediately available, or time will not permit
your old notes or other required documents to reach

                                        24


the exchange agent before the expiration date, or the procedure for book-entry
transfer cannot be completed on a timely basis, you may effect a tender if:

          (1) the tender is made through an Eligible Institution;

          (2) before the expiration date, the exchange agent receives from the
     Eligible Institution a properly completed and duly executed notice of
     guaranteed delivery, by facsimile transmittal, mail or hand delivery

             (a) stating the name and address of the holder, the certificate
        number or numbers of the holder's old notes and the principal amount of
        the old notes tendered;

             (b) stating that the tender is being made thereby; and

             (c) guaranteeing that, within three New York Stock Exchange trading
        days after the expiration date, the letter of transmittal, or a
        facsimile thereof, together with the certificate(s) representing the old
        notes to be tendered in proper form for transfer, or confirmation of a
        book-entry transfer into the exchange agent's account at DTC of old
        notes delivered electronically, and any other documents required by the
        letter of transmittal, will be deposited by the Eligible Institution
        with the exchange agent; and

          (3) the properly completed and executed letter of transmittal, or a
     facsimile thereof, together with the certificate(s) representing all
     tendered old notes in proper form for transfer, or confirmation of a
     book-entry transfer into the exchange agent's account at DTC of old notes
     delivered electronically and all other documents required by the letter of
     transmittal are received by the exchange agent within three NYSE 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 old notes according to the guaranteed
delivery procedures set forth above.

WITHDRAWAL OF TENDERS

     Except as otherwise provided herein, tenders of old notes may be withdrawn
at any time before 5:00 p.m., New York City time, on the expiration date.

     For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be received by the exchange agent at its address set
forth herein before 5:00 p.m., New York City time, on the expiration date. Any
notice of withdrawal must:

     - specify the name of the person having deposited the old notes to be
       withdrawn (the "Depositor"),

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

     - be signed by the Depositor in the same manner as the original signature
       on the letter of transmittal by which the old notes were tendered,
       including any required signature guarantee, or be accompanied by
       documents of transfer sufficient to permit the trustee with respect to
       the old notes to register the transfer of the old notes into the name of
       the Depositor withdrawing the tender, and

     - specify the name in which any old notes to be withdrawn are to be
       registered, if different from that of the Depositor.

     Please note that all questions as to the validity, form and eligibility,
including time of receipt, of withdrawal notices will be determined by us, and
our determination shall be final and binding on all parties. Any old 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 old notes so withdrawn are validly retendered. Properly withdrawn old notes
may be retendered by following one of the procedures described above under
" -- Procedures for Tendering" at any time before the expiration date.

                                        25


CONDITIONS TO THE EXCHANGE OFFER

     Notwithstanding any other term of the exchange offer, we will not be
required to accept for exchange, or to issue exchange notes in exchange for, any
old notes, and may terminate or amend the exchange offer as provided herein
before the acceptance of the old notes if, in our judgment, any of the following
conditions has occurred or exists or has not been satisfied:

          (1) that the exchange offer, or the making of any exchange by a
     holder, violates the applicable interpretations of the staff of the SEC;

          (2) that any action or proceeding shall have been instituted or
     threatened in any court or by or before any governmental agency or body
     with respect to the exchange offer; or

          (3) that there has been proposed, adopted or enacted any law, statute,
     rule or regulation that, in the sole judgment of our company, might
     materially impair our ability to proceed with the exchange offer.

     If we determine that we may terminate the exchange offer for any of the
reasons set forth above, we may:

          (1) refuse to accept any old notes and return any old notes that have
     been tendered to their holders;

          (2) extend the exchange offer and retain all old notes tendered before
     the expiration date of the exchange offer, subject to the rights of such
     holders of tendered old notes to withdraw their tendered old notes; or

          (3) waive the termination event with respect to the exchange offer and
     accept all properly tendered old notes that have not been withdrawn. If a
     waiver constitutes a material change in the exchange offer, we will
     disclose the change by means of a supplement to this prospectus that will
     be distributed to each registered holder, and we will extend the exchange
     offer for a period of five to ten business days, depending upon the
     significance of the waiver and the manner of disclosure to the registered
     holders, if the exchange offer would otherwise expire during that period.

     The above conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to any such condition. Our failure
at any time to exercise the foregoing rights will not be deemed to be a waiver
by us of any such right and each such right will be deemed an ongoing right that
may be asserted at any time and from time to time.

EXCHANGE AGENT

     National City Bank, the trustee under the indenture, has been appointed as
exchange agent for the exchange offer. All executed letters of transmittal
should be directed to the exchange agent at the address set forth below. In its
capacity as such, the exchange agent has no fiduciary duties and will be acting
solely on the basis of directions of our company. Questions, requests for
assistance and requests for additional copies of this prospectus or of the
letter of transmittal should be directed to the exchange agent addressed as
follows:

                     By Courier, Mail or Hand Delivery:
                     Wells Fargo Bank Minnesota, NA
                     Attention: Corporate Trust Services
                     213 Court Street - Suite 902
                     Middletown, CT 06457
                     Facsimile for Eligible Institutions: (860) 704-6219

     Delivery to an address or facsimile number other than those listed above
will not constitute a valid delivery.

                                        26


SOLICITATION OF TENDERS, FEES AND EXPENSES

     We will pay all expenses of soliciting tenders pursuant to the exchange
offer. The principal solicitation pursuant to the exchange offer is being made
by mail. Additional solicitations may be made by officers and regular employees
of our company and our affiliates in person, by telegraph, telephone or
telecopier.

     We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or other persons
soliciting acceptances of the exchange offer. We will, however, pay the exchange
agent reasonable and customary fees for its services and will reimburse the
exchange agent for its reasonable out-of-pocket costs and expenses in connection
with the exchange offer and will indemnify the exchange agent for all losses and
claims incurred by it as a result of the exchange offer.

     We may also pay brokerage houses and other custodians, nominees and
fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding
copies of this prospectus, letters of transmittal and related documents to the
beneficial owners of the old notes and in handling or forwarding tenders for
exchange.

     The expenses to be incurred in connection with the exchange offer,
including fees and expenses of the exchange agent and trustee and accounting and
legal fees and printing costs, will be paid by our company.

     We will pay all transfer taxes, if any, applicable to the exchange of old
notes pursuant to the exchange offer. If, however, certificates representing
exchange notes or old notes for principal amounts not tendered or accepted for
exchange are to be delivered to, or are to be registered or issued in the name
of, any person other than the registered holder of the old notes tendered, or if
tendered old notes are registered in the name of any person other than the
person signing the letter of transmittal, or if the transfer tax is imposed for
any reason other than the exchange of old notes pursuant to the exchange offer,
then the amount of any such transfer taxes, whether imposed on the registered
holder or any other persons, will be payable by the tendering holder. If
satisfactory evidence of payment of transfer taxes or exemption therefrom is not
submitted with the letter of transmittal, the amount of the transfer taxes will
be billed by us directly to the tendering holder.

ACCOUNTING TREATMENT

     The exchange notes will be recorded at the same carrying value as the old
notes, as reflected in our accounting records on the date of the exchange.
Accordingly, no gain or loss for accounting purposes will be recognized by us as
a result of the consummation of the exchange offer. The expenses of the exchange
offer will be amortized by us over the term of the exchange notes.

CONSEQUENCES OF FAILURE TO EXCHANGE

     As a result of the making of, and upon acceptance for exchange of all
validly tendered old notes pursuant to the terms of, this exchange offer, we
will have fulfilled certain obligations contained in the registration rights
agreement. Holders of the old notes who do not tender their old notes in the
exchange offer will continue to hold those old notes and will be entitled to all
the rights, and subject to the limitations applicable thereto, under the
indenture and the registration rights agreement, except for any rights under the
registration rights agreement that by their terms terminate or cease to have
further effect as a result of the making of this exchange offer. All untendered
old notes will continue to be subject to the restrictions on transfer set forth
in the Indenture. Accordingly, untendered old notes may be resold only:

          (1) to ResCare;

          (2) pursuant to a registration statement that has been declared
     effective under the Securities Act;

          (3) in the United States to qualified institutional buyers within the
     meaning of Rule 144A in reliance upon the exemption from the registration
     requirements of the Securities Act provided by Rule 144A;

                                        27


          (4) in the United States to institutional "accredited investors," as
     defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities
     Act, in transactions exempt from the registration requirements of the
     Securities Act;

          (5) outside the United States in transactions complying with the
     provisions of Regulation S under the Securities Act; or

          (6) pursuant to any other available exemption from the registration
     requirements under the Securities Act.

     To the extent that old notes are tendered and accepted in the exchange
offer, the liquidity of the trading market for untendered old notes could be
adversely affected.

                                        28


                                USE OF PROCEEDS

     The exchange offer is intended to satisfy certain of our obligations under
the registration rights agreement. We will not receive any cash proceeds from
the exchange offer.

                                 CAPITALIZATION

     The following table sets forth our capitalization as of September 30, 2001,
on an actual basis and as adjusted to give effect to the offering and sale of
$150 million principal amount of the old notes on November 15, 2001, and the
application of the net proceeds of this transaction to (1) repay amounts
outstanding under, and terminate, our previous credit facility and (2) redeem
$16.0 million in face value of our convertible subordinated notes, as if the
transaction had occurred on September 30, 2001. You should read this table in
conjunction with the consolidated financial statements and the related notes to
the consolidated financial statements incorporated into this prospectus by
reference. See "Unaudited Pro Forma Condensed Consolidated Financial Data,"
"Selected Historical Consolidated Financial Data," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Description of
Certain Indebtedness."



                                                                  SEPTEMBER 30, 2001
                                                              --------------------------
                                                                ACTUAL      AS ADJUSTED
                                                              ----------   -------------
                                                              (Unaudited, in thousands)
                                                                     
Cash and cash equivalents...................................   $  9,107       $ 57,213
                                                               ========       ========
Total debt (including current maturities):
  Revolving credit facility.................................   $ 82,226       $     --
  Obligations under capital leases..........................      8,803          8,803
  10 5/8% Senior Notes due 2008 offered hereby..............         --        150,000
  6% Convertible subordinated notes due 2004................    107,880         96,042
  5.9% Convertible subordinated notes due 2005..............     19,613         15,613
  Other debt................................................      4,174          4,174
                                                               --------       --------
       Total debt...........................................    222,696        274,632
                                                               --------       --------
Shareholders' equity:
  Common stock..............................................     47,868         47,868
  Additional paid-in capital................................     29,235         29,235
  Retained earnings.........................................    107,612        107,843
                                                               --------       --------
       Total shareholders' equity...........................    184,715        184,946
                                                               --------       --------
       Total capitalization.................................   $407,411       $459,578
                                                               ========       ========


                                        29


           UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

     The following unaudited pro forma condensed consolidated financial
information is based on our historical consolidated financial statements
incorporated into this prospectus by reference, adjusted to give pro forma
effect to the following, which we collectively referred to as the
"transactions": (1) the sale of $150 million principal amount of the old notes
on November 15, 2001, (2) the repayment of amounts outstanding under, and the
termination of, our previous credit facility and (3) the redemption of $16.0
million in face value of our convertible subordinated notes.

     The unaudited pro forma condensed consolidated balance sheet data as of
September 30, 2001 gives effect to the transactions as if they had occurred on
September 30, 2001. The unaudited pro forma consolidated statement of income
data for the year ended December 31, 2000 and the nine months ended September
30, 2001 give effect to the transactions as if they had occurred at the
beginning of the respective periods. The unaudited pro forma adjustments are
based upon available information and certain assumptions that we believe are
reasonable under the circumstances. The unaudited pro forma condensed
consolidated financial statements do not purport to represent what our results
of operations or financial condition would actually have been had the
transactions occurred on such dates, nor do they purport to project our results
of operations or financial condition for any future period or date. The
information set forth below should be read together with the other financial
information contained in sections entitled "Selected Historical Consolidated
Financial Data," "Management's Discussion and Analysis of Financial Condition
and Results of Operations," and our consolidated financial statements
incorporated into this prospectus by reference.



                                                             ACTUAL
                                                          SEPTEMBER 30,    PRO FORMA
                                                              2001        ADJUSTMENTS      PRO FORMA
                                                          -------------   -----------      ---------
                                                                        (In thousands)
                                                                                  
BALANCE SHEET DATA:
ASSETS
Current assets:
  Cash and cash equivalents.............................    $  9,107        $48,106(1)     $ 57,213
  Other current assets..................................     185,599         (2,354)(2)     183,245
                                                            --------                       --------
     Total current assets...............................     194,706                        240,458
Other assets............................................     307,061          6,568(3)      313,629
                                                            --------                       --------
     Total assets.......................................    $501,767                       $554,087
                                                            ========                       ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities, excluding current maturities of
  long-term debt........................................    $ 87,272            153(4)     $ 87,425
Long-term debt (including current maturities):
  Credit facility with banks............................      82,226        (82,226)(5)          --
  6% convertible subordinated notes due 2004............     107,880        (11,838)(6)      96,042
  5.9% convertible subordinated notes due 2005..........      19,613         (4,000)(7)      15,613
  10 5/8% Senior Notes due 2008.........................          --        150,000(8)      150,000
  Obligations under capital leases......................       8,803                          8,803
  Notes payable and other...............................       4,174                          4,174
                                                            --------                       --------
     Total long-term debt...............................     222,696                        274,632
Other long-term liabilities.............................       7,084                          7,084
                                                            --------                       --------
     Total liabilities..................................     317,052                        369,141
Shareholders' equity....................................     184,715            231(9)      184,946
                                                            --------                       --------
     Total liabilities and shareholders' equity.........    $501,767                       $554,087
                                                            ========                       ========


                                        30




                                 YEAR ENDED DECEMBER 31, 2000       NINE MONTHS ENDED SEPTEMBER 30, 2001
                              -----------------------------------   ------------------------------------
                                          PRO FORMA                             PRO FORMA
                               ACTUAL    ADJUSTMENTS    PRO FORMA    ACTUAL    ADJUSTMENTS     PRO FORMA
                              --------   -----------    ---------   --------   -----------     ---------
                                                           (In thousands)
                                                                             
STATEMENT OF INCOME DATA:
Revenues....................  $865,796                  $865,796    $665,529                   $665,529
Facility and program
  expenses..................   763,576                   763,576     599,604                    599,604
                              --------                  --------    --------                   --------
Facility and program
  contribution..............   102,220                   102,220      65,925                     65,925
Operating expenses..........    54,838                    54,838      40,656                     40,656
                              --------                  --------    --------                   --------
Operating income............    47,382                    47,382      25,269                     25,269
Interest, net...............    22,559       1,892(10)    24,451      14,187       3,149(10)     17,336
                              --------     -------      --------    --------     -------       --------
Income before income
  taxes.....................    24,823      (1,892)       22,931      11,082      (3,149)         7,933
Income tax expense..........    10,647        (754)(11)    9,893       4,821      (1,256)(11)     3,565
                              --------     -------      --------    --------     -------       --------
Income from continuing
  operations................  $ 14,176     $(1,138)     $ 13,038    $  6,261     $(1,893)      $  4,368
                              ========     =======      ========    ========     =======       ========
Basic and diluted earnings
  per share from continuing
  operations................  $   0.58     $ (0.04)     $   0.54    $   0.26     $ (0.08)      $   0.18
                              ========     =======      ========    ========     =======       ========


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

 (1) Cash and cash equivalents -- to reflect adjustments to record the following
     (in thousands):

                                                           
To record the proceeds from the issuance of the 10.625%
  senior notes..............................................  $150,000
To record the repayment of amounts outstanding under the
  previous credit facility..................................   (82,226)
To record the redemption of a portion of the 5.9%
  convertible subordinated notes............................    (3,080)
To record the redemption of a portion of the 6% convertible
  subordinated notes........................................   (10,020)
To record the payment of transaction fees associated with
  the issuance of the 10.625% senior notes..................    (6,568)
                                                              --------
                                                              $ 48,106
                                                              ========



 (2) To write off the unamortized deferred financing costs related to the
     previous credit facility.

 (3) To record the deferred financing costs related to the issuance of the
     senior notes.

 (4) To record the liability for income taxes on the gain on the redemption of
     the convertible subordinated notes and the loss on termination of the
     previous credit facility.

 (5) To record the repayment of amounts outstanding under the previous credit
     facility.

 (6) To record the repayment of a portion of the outstanding 6% convertible
     subordinated notes due 2004. The pro forma adjustment reflects the
     repurchase of the 6% notes at 83.5% of face value.

 (7) To record the repayment of a portion of the outstanding 5.9% convertible
     subordinated notes due 2005. The pro forma adjustment reflects the
     repurchase of the 5.9% notes at 77.0% of face value.

 (8) To record the issuance of the 10.625% senior notes.

                                                           
 (9) To record the extraordinary gain on redemption of the
     convertible subordinated notes of $2,738 (in
     thousands), net of applicable income taxes of $1,092
     (in thousands).........................................  $  1,646
      To record the extraordinary loss on termination of the
      previous credit facility of $2,354 (in thousands), net
      of applicable income taxes of $939 (in thousands).....    (1,415)
                                                              --------
                                                              $    231
                                                              ========



(10) Adjustments to reflect the expected increase in interest expense resulting
     from the issuance of the senior notes at an annual yield equal to 10.625%,
     amortization of the related senior note issuance

                                        31


     costs, the repayment of the indebtedness under, and termination of, the
     previous credit facility with banks and the redemption of portions of the
     convertible subordinated notes.



                                                           YEAR ENDED       NINE MONTHS
                                                          DECEMBER 31,         ENDED
                                                              2000       SEPTEMBER 30, 2001
                                                          ------------   ------------------
                                                                   (In thousands)
                                                                   
To record interest on senior notes at 10.625%...........    $15,938           $11,953
To record amortization of senior note issuance costs....        938               704
To eliminate interest on the previous credit facility
  which has been repaid.................................    (13,688)           (7,542)
To eliminate amortization of debt issuance costs on the
  prior credit facility.................................       (340)           (1,249)
Interest on convertible subordinated notes which will be
  repaid................................................       (956)             (717)
                                                            -------           -------
                                                            $ 1,892           $ 3,149
                                                            =======           =======


(11) To record the tax impact of the pro forma adjustments described in note
     (10) above using a statutory tax rate of 39.88%.

                                        32


                SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

     The following selected historical consolidated financial data should be
read in conjunction with our historical consolidated financial statements and
related notes and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" incorporated into this prospectus by reference.

     Some of the selected historical consolidated financial data for and as of
each of the years ended December 31, 1996, 1997, 1998, 1999 and 2000 set forth
below have been derived from our audited consolidated financial statements. Some
of the selected historical consolidated financial data for and as of the nine
months ended September 30, 2001 and 2000 set forth below have been derived from
our unaudited condensed consolidated financial statements. In our opinion, the
unaudited condensed consolidated financial statements from which the data below
is derived contain all adjustments, which consist only of normal recurring
adjustments, necessary to present fairly our financial position and results of
operations as of the applicable dates and for the applicable periods. Historical
results are not necessarily indicative of the results to be expected in the
future.

     In June 1999, we completed a merger with PeopleServe, Inc. and in January
1997, we acquired the partnership interests in Premier Rehabilitation Centers.
Both transactions were accounted for as poolings-of-interests. Accordingly, our
selected historical consolidated financial data has been restated for all
periods presented to include the financial condition and results of operations
of PeopleServe and Premier. Statistical information included in "Operating Data"
for years before the mergers has not been restated to reflect the operations of
PeopleServe and Premier.

     The selected as adjusted historical consolidated financial data for the
nine months ended September 30, 2001, assumes that the offering was effective as
of the beginning of the periods presented and assumes an interest rate of
10.625%. The as adjusted amounts may not be indicative of the results that
actually would have occurred if the offering had been effective on the dates
indicated, nor are they necessarily indicative of future operating results.



                                                                                                              NINE MONTHS ENDED
                                                                  YEAR ENDED DECEMBER 31,                       SEPTEMBER 30,
                                                  --------------------------------------------------------   -------------------
                                                    1996       1997        1998        1999        2000        2000       2001
                                                  --------   ---------   ---------   ---------   ---------   --------   --------
                                                             (Dollars in thousands, except per share data)       (Unaudited)
                                                                                                   
STATEMENT OF INCOME DATA:
Revenues........................................  $315,589   $468,108    $702,914    $824,479    $865,796    $642,484   $665,529
Facility and program expenses...................   279,568    405,977     604,760     716,469     763,576     564,097    599,604
                                                  --------   --------    --------    --------    --------    --------   --------
Facility and program contribution...............    36,021     62,131      98,154     108,010     102,220      78,387     65,925
Operating expenses:
    Corporate general and administrative........     9,813     20,061      27,590      27,726      28,111      20,572     23,723
    Depreciation and amortization...............     6,104      9,808      18,561      21,107      22,308      16,635     16,038
    Special charges (1).........................        --         --          --      20,498       4,149       3,670      1,729
    Other (income) expenses.....................        (4)        46        (307)         40         270         304       (834)
                                                  --------   --------    --------    --------    --------    --------   --------
Total operating expenses, net...................    15,913     29,915      45,844      69,371      54,838      41,181     40,656
                                                  --------   --------    --------    --------    --------    --------   --------
Operating income................................    20,108     32,216      52,310      38,639      47,382      37,206     25,269
Interest, net...................................     3,368      5,598      13,894      18,750      22,559      16,932     14,187
                                                  --------   --------    --------    --------    --------    --------   --------
Income from continuing operations before income
  taxes.........................................    16,740     26,618      38,416      19,889      24,823      20,274     11,082
Income tax expense..............................     5,918     10,987      15,484      10,153      10,647       8,413      4,821
                                                  --------   --------    --------    --------    --------    --------   --------
Income from continuing operations...............    10,822     15,631      22,932       9,736      14,176      11,861      6,261
Gain from sale of unconsolidated affiliate, net
  of tax........................................        --         --          --         534          --          --         --
Cumulative effect of accounting change, net of
  tax...........................................        --         --          --      (3,932)         --          --         --
                                                  --------   --------    --------    --------    --------    --------   --------
Net income......................................  $ 10,822   $ 15,631    $ 22,932    $  6,338    $ 14,176    $ 11,861   $  6,261
                                                  ========   ========    ========    ========    ========    ========   ========
Basic earnings per share:
    From continuing operations..................  $   0.54   $   0.69    $   0.96    $   0.40    $   0.58    $   0.49   $   0.26
    Net income..................................      0.54       0.69        0.96        0.26        0.58        0.49       0.26
Diluted earnings per share:
    From continuing operations..................      0.52       0.68        0.90        0.39        0.58        0.49       0.26
    Net income..................................      0.52       0.68        0.90        0.25        0.58        0.49       0.26


                                        33




                                                                                                              NINE MONTHS ENDED
                                                                  YEAR ENDED DECEMBER 31,                       SEPTEMBER 30,
                                                  --------------------------------------------------------   -------------------
                                                    1996       1997        1998        1999        2000        2000       2001
                                                  --------   ---------   ---------   ---------   ---------   --------   --------
                                                             (Dollars in thousands, except per share data)       (Unaudited)
                                                                                                   
OTHER STATEMENT OF INCOME DATA:
EBITDAR(2)......................................  $ 33,582   $ 55,374    $ 92,655    $106,043    $ 98,975    $ 72,553   $ 63,412
EBITDAR margin(2)...............................     10.6%      11.8%       13.2%       12.9%       11.4%       11.3%       9.5%
EBITDA(2).......................................  $ 26,212   $ 42,024    $ 70,871    $ 80,244    $ 73,839    $ 53,841   $ 41,307
EBITDA margin(2)................................      8.3%       9.0%       10.1%        9.7%        8.5%        8.4%       6.2%
Depreciation and amortization...................  $  6,104   $  9,808    $ 18,561    $ 21,107    $ 22,308    $ 16,635   $ 16,038
Facility rent(3)................................     7,370     13,350      21,784      25,799      25,136      18,712     22,105
Maintenance capital expenditures(4).............     7,297     10,518      10,734      12,166       9,322       6,370      4,597
OPERATING DATA:
Number of facilities............................       421        524       1,379       2,350       2,400       2,400      2,400
Disabilities Services Segment:
    Total revenue...............................  $274,025   $405,495    $570,626    $654,553    $680,629    $506,247   $519,600
    Persons served..............................     4,899      6,628      11,952      15,927      16,561      16,820     17,320
    Capacity utilized...........................     97.9%      98.2%       97.4%       97.0%       97.4%       98.0%      97.9%
Youth Services Segment:
    Total revenue...............................  $ 41,564   $ 62,613    $132,288    $169,926    $185,167    $136,237   $145,929
    Persons served..............................     2,605      5,323       8,395       8,340       9,410       8,448      9,186
    Capacity utilized...........................     97.6%      97.6%       97.9%       82.2%       96.4%       90.7%      93.8%
SELECTED HISTORICAL RATIOS:(2)(5)(6)
Ratio of EBITDAR to interest and facility
  rent..........................................      3.0x       2.8x        2.5x        2.3x        2.0x        2.0x       1.7x
Ratio of EBITDA to interest expense.............      6.7x       6.4x        4.6x        4.0x        3.1x        3.1x       2.6x
Ratio of total adjusted debt to EBITDAR.........      3.9x       4.8x        4.7x        4.7x        4.8x          --         --
Ratio of total debt to EBITDA...................      2.7x       3.7x        3.7x        3.6x        3.7x          --         --
Percentage of total debt to total
  capitalization................................     48.0%      55.7%       62.6%       64.1%       60.5%       63.4%      54.7%
Ratio of earnings to fixed charges..............      3.7x       3.5x        2.7x        1.7x        1.8x        1.9x       1.5x
BALANCE SHEET DATA:
Working capital.................................  $ 39,475   $106,001    $ 75,486    $102,141    $122,305    $123,079   $ 88,928
Total assets....................................   190,029    344,301     493,793     523,131     536,106     561,939    501,767
Total debt, including capital leases............    71,105    156,316     258,762     291,713     272,277     304,843    222,696
Shareholders' equity............................    77,117    124,325     154,587     163,384     178,123     175,824    184,715
Days sales outstanding..........................        58         58          60          62          59          69         64




                                                               YEAR ENDED
                                                              DECEMBER 31,    NINE MONTHS ENDED
                                                                  2000       SEPTEMBER 30, 2001
                                                              ------------   -------------------
                                                                       
AS ADJUSTED DATA:
As adjusted income from continuing operations...............    $13,038            $4,368
As adjusted diluted earnings per share from continuing
  operations................................................       0.54              0.18
As adjusted ratio of earnings to fixed charges..............       1.7x              1.3x


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

(1) Special charges for the year ended December 31, 2000 include the following:
    (1) a charge of $1.8 million ($1.1 million net of tax, or $0.04 per share)
    related to the write-off of costs associated with the terminated
    management-led buyout, (2) a charge of $1.7 million ($1.0 million net of
    tax, or $0.04 per share) related to our 2000 restructuring plan and (3) a
    charge of $0.6 million for the settlement of a lawsuit. Special charges for
    the nine months ended September 30, 2001 include a charge of approximately
    $1.6 million ($0.9 million net of tax, or $0.04 per share) for costs
    associated with the exit from Tennessee. Special charges for the nine months
    ended September 30, 2000 include the charge related to the terminated
    management-led buyout and the restructuring charge. Special charges for 1999
    include the charge of $20.5 million ($13.7 million net of tax, or $0.55 per
    share) recorded in connection with the PeopleServe merger.

(2) EBITDA is defined as earnings from continuing operations before depreciation
    and amortization, net interest expense and income taxes. EBITDAR is defined
    as EBITDA before facility rent. EBITDA margin and EBITDAR margin are defined
    as EBITDA and EBITDAR, respectively, divided by total revenues. EBITDA and
    EBITDAR are commonly used as analytical indicators within the health care
    industry, and also serve as measures of leverage capacity and debt service
    ability. EBITDA and EBITDAR should not be considered as measures of
    financial performance under accounting principles generally accepted in the
    United States, and the items excluded from EBITDA and EBITDAR are
    significant components in understanding and assessing financial performance.
    EBITDA and

                                        34


    EBITDAR should not be considered in isolation or as alternatives to net
    income, cash flows generated by operating, investing or financing activities
    or other financial statement data presented in the consolidated financial
    statements as indicators of financial performance or liquidity. Because
    EBITDA and EBITDAR are not measurements determined in accordance with
    accounting principles generally accepted in the United States and are thus
    susceptible to varying calculations, EBITDA and EBITDAR as presented may not
    be comparable to other similarly titled measures of other companies.

(3) Facility rent is defined as land and building lease expense less
    amortization of any deferred gain on applicable sale and leaseback
    transactions.

(4) Maintenance capital expenditures represent purchases of fixed assets
    excluding land, buildings and acquisitions of businesses.

(5) Total adjusted debt is defined as total debt plus annual facility rent times
    a multiple of eight.

(6) For the purpose of determining the ratio of earnings to fixed charges,
    earnings are defined as income before income taxes, plus fixed charges.
    Fixed charges consist of interest expense on all indebtedness and
    amortization of capitalized debt issuance costs and an estimate of interest
    within rental expense.

                                        35


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

     The "Management's Discussion and Analysis of Financial Condition and
Results of Operations" descriptions included as Exhibit 99.1 to our Current
Report on Form 8-K filed on October 31, 2001 and Item 2 to our Quarterly Report
on Form 10-Q for the quarter ended September 30, 2001, are incorporated into
this prospectus by reference. See "Incorporation By Reference" and "Where You
Can Find More Information."

                                    BUSINESS

     Except of the discussion of legal proceedings, which is supported by the
disclosure below, the "Business" description included as Exhibit 99.2 to our
Current Report on Form 8-K filed on October 31, 2001 is incorporated into this
prospectus by reference. See "Incorporation By Reference" and "Where You Can
Find More Information."

RECENT DEVELOPMENTS

Legal Proceedings

     In July 2000, American International Specialty Lines Insurance Company, or
AISL, filed a Complaint for Declaratory Judgment against us and certain of our
subsidiaries in the U.S. District Court for the Southern District of Texas,
Houston Division. In the Complaint, AISL sought a declaration of what insurance
coverage was available to us in Cause No. 299291-401; In re: Estate of Trenia
Wright, Deceased, et al. v. Res-Care, Inc., et al., which was filed in Probate
Court No. 1 of Harris County, Texas (the Lawsuit). After the filing, we entered
into an agreement with AISL whereby any settlement reached in the Lawsuit would
not be dispositive of whether the claims in the Lawsuit were covered under the
insurance policies issued by AISL. AISL thereafter settled the Lawsuit for $9
million. It is our position that the Lawsuit initiated coverage under policies
of insurance in more than one policy year, thus affording adequate coverage to
settle the Lawsuit within coverage and policy limits and that AISL waived any
applicable exclusions for punitive damages. On November 23, 2001, a summary
judgment was granted in favor of AISL, however, no final judgment to that effect
has been entered. Therefore, we have proceeded to file a motion for
clarification and a notice of appeal with the trial court and to the Fifth
Circuit Court of Appeals, respectively. In the opinion of management, after
consulting with outside trial counsel and special counsel engaged to review the
decision, substantial grounds exist for a successful appeal. We have not made
any provision in our consolidated financial statements for any potential
liability that may result from final adjudication of this matter. We do not
believe it is probable that the ultimate resolution of this matter will have a
material adverse effect on our consolidated financial condition, results of
operations or liquidity.

     On September 4, 2001, in a case styled Nellie Lake, Individually as an
Heir-at-Law of Christina Zellner, deceased; and as Personal Representative of
the Estate of Christina Zellner v. Res-Care, Inc., et al., in the U.S. District
Court of the District of Kansas at Wichita, a jury awarded noneconomic damages
to Ms. Lake in the amount of $100,000, the statutory maximum, as well as $5,000
for economic loss. In addition, the jury awarded the Estate of Christina Zellner
$5,000 of noneconomic damages and issued an advisory opinion recommending an
award of $2.5 million in punitive damages. The judge, however, was not required
to award the amount of punitive damages recommended by the jury and on February
4, 2002, entered a punitive damage judgment in the amount of $1 million. In the
opinion of management, based on the advice of counsel, we intend to appeal the
award of punitive damages, based on numerous appealable errors at trial. We have
not made any provision in our consolidated financial statements for any
potential liability that may result from final adjudication of this matter. We
do not believe it is probable that the ultimate resolution of this matter will
have a material adverse effect on our consolidated financial condition, results
of operations or liquidity.

     In September 1997, a lawsuit, styled Cause No. 98-00740, Nancy Chesser v.
Normal Life of North Texas, Inc., and Normal Life, Inc. District Court of Travis
County, Texas was filed against a Texas facility operated by the former owners
of Normal Life, Inc. and Normal Life of North Texas, Inc., one of our

                                        36


subsidiaries, asserting causes of action for negligence, intentional infliction
of emotional distress and retaliation regarding the discharge of residents of
the facility. In May 2000, a judgment was entered in favor of the plaintiff
awarding the plaintiff damages, prejudgment interest and attorneys' fees
totaling $4.8 million. In October 2000, we and American International Specialty
Lines Insurance Company, or AISL, entered into an agreement whereby any
settlement reached in Chesser and a related lawsuit also filed in the District
Court of Travis County, Texas would not be dispositive of whether the claims in
those suits were covered under the policies issued by AISL. AISL thereafter
settled the suits and filed a Complaint for Declaratory Judgment against Normal
Life of North Texas, Inc. and Normal Life, Inc. in the U.S. District Court for
the Northern District of Texas, Dallas Division. In the Complaint, AISL seeks a
declaration of what insurance coverage is available to us in the lawsuits. It is
our position that the lawsuits initiated coverage under the primary policies of
insurance, thus affording adequate coverage to settle the lawsuits within
coverage and policy limits. This declaratory judgment action is currently
scheduled for trial in March 2002. We do not believe it is probable that the
ultimate resolution of this matter will have a material adverse effect on our
consolidated financial condition, results of operations or liquidity.

     In October 2000, we and one of our subsidiaries, Res-Care Florida, Inc.,
f/k/a Normal Life Florida, Inc., entered into an agreement with AISL to resolve
through binding arbitration a dispute as to the amount of coverage available to
settle a lawsuit that had previously been filed in Pinellas County Circuit
Court, Florida and subsequently settled after we entered into the agreement.
AISL contends that a portion of the settlement reached was comprised of punitive
damages and, therefore, not the responsibility of AISL. It is our position that
the settlement was an amount that a reasonable and prudent insurer would pay for
the actual damages alleged and that AISL had opportunities to settle all claims
within available coverage limits. This binding arbitration was held on January
15, 2002, and no decision has yet been reached. We do not believe it is probable
that the ultimate resolution of this matter will have a material adverse effect
on our consolidated financial condition, results of operations or liquidity.

                                        37


                                   MANAGEMENT



NAME                                              AGE                  POSITION
- ----                                              ---                  --------
                                                  
Ronald G. Geary.................................  54    Chairman of the Board, President and
                                                        Chief Executive Officer and Director
Jeffrey M. Cross................................  48    President, Division for Persons with
                                                        Disabilities
Paul G. Dunn....................................  35    Chief Development Officer
Ralph G. Gronefeld..............................  42    Executive Vice President -- Operations
                                                        Division for Persons with Disabilities
L. Bryan Shaul..................................  56    Executive Vice President of Finance
                                                        and Administration and Chief Financial
                                                        Officer
Vincent F. Doran................................  50    President, Division for Youth Services
Katherine W. Gilchrist..........................  49    Vice President and Chief Financial
                                                        Officer Division for Persons with
                                                        Disabilities
James R. Fornear................................  70    Director
Spiro B. Mitsos.................................  70    Director
E. Halsey Sandford..............................  68    Director
W. Bruce Lunsford...............................  53    Director
Seymour L. Bryson...............................  63    Director
Olivia F. Kirtley...............................  50    Director
Vincent D. Pettinelli...........................  57    Director
Michael J. Foster...............................  48    Director


     Ronald G. Geary, an attorney and certified public accountant, has served as
one of our directors and President since 1990 and as Chief Executive Officer
since 1993. He was elected Chairman of the Board in June 1998 when Mr. Fornear
retired. Before he was named Chief Executive Officer, Mr. Geary was our Chief
Operating Officer from 1990 to 1993. Mr. Geary is a director of Ventas, Inc., a
real estate investment trust and Alterra Healthcare Corporation, a leading
operator of assisted living communities.

     Jeffrey M. Cross has served as President, Division for Persons with
Disabilities, since 2000, after serving as Executive Vice President of
Operations, Division for Persons with Disabilities since 1994. Mr. Cross has
been employed with us since 1984 except for a period between 1987 and 1989. He
has served in various administrative positions in our Division for Persons with
Disabilities. In 1991, he was named Vice President for Operations in Kentucky
and Indiana.

     Paul G. Dunn has served as Chief Development Officer since 1997 and has
responsibility for overseeing all our development activities. From 1999 to 2000,
he served as Executive Vice President for Alternative Youth Services and
Youthtrack. From 1992 to 1997, Mr. Dunn was employed by Laidlaw, Inc., most
recently as Corporate Director, Financial Operations for its subsidiary, Laidlaw
Medical Transportation, Inc., an operator of ambulance services.

     Ralph G. Gronefeld was named Executive Vice President-Operations, Division
for Persons with Disabilities in March 2001 after serving as Chief Financial
Officer since May 1998. He previously served as Executive Vice President of
Operations for the Division for Youth Services and Vice President responsible
for our Alternative Youth Services and Youthtrack subsidiaries. Mr. Gronefeld
joined us in June 1995 as Director of Internal Audit. From July 1995 through
March 1996, he served as interim senior administrator for our west region in our
Division for Persons with Disabilities.

     L. Bryan Shaul has served as Executive Vice President of Finance and
Administration and Chief Financial Officer since March 2001. Before joining us,
he served at Humana, Inc., a health insurance company, as Vice President-Finance
and Controller from March 2000, and as Vice President of Mergers and
Acquisitions from March 1999 to March 2000. Before joining Humana, Mr. Shaul was
Chief Financial Officer of Primary Health, Inc. in Boise, Idaho, a physician
practice management and HMO company, from February 1997 to February 1999, Chief
Financial Officer of Pacific Eyenet, Inc. in Los Angeles, California, a
physician practice management company, from August 1996 to February 1997 and

                                        38


Chief Financial Officer of Right CHOICE Managed Care, Inc., a health insurance
company, from March 1994 to December 1995.

     Vincent F. Doran has served as President, Division for Youth Services,
since August 2000 after serving as President, Job Corps Operations from 1997.
Before joining us, Mr. Doran was President for Job Corps Operations for Teledyne
Economic Development, a product line of the Teledyne Controls business of
Teledyne Industries, Inc., a publicly traded conglomerate where he had been
employed in various capacities for 25 years.

     Katherine W. Gilchrist, a certified public accountant, joined us as Vice
President and Chief Financial Officer for the Division for Persons with
Disabilities in March 2001. From 1998 to 2001, Ms. Gilchrist served as Vice
President-Financial Operations for the East Region of American Medical Response,
Inc. (a subsidiary of Laidlaw, Inc.), a national health care transportation
services company. From 1996 to 1998, she was Vice President of Operations for
ConnectiCare, Inc., a health maintenance organization serving the state of
Connecticut. From 1994 to 1996, she was Managing Director of MHC Operations for
CSC Healthcare Systems, Inc. (a subsidiary of Computer Sciences Corporation), a
company that developed and implemented computer systems for health maintenance
organizations and related companies.

     James R. Fornear, our founder, served as Chairman of our Board of Directors
from 1984 until 1998. Mr. Fornear was our President from 1974 to 1990 and our
Chief Executive Officer from 1989 to 1993.

     Spiro B. Mitsos, Ph.D., a retired psychologist, has been one of our
directors since 1974. He has been our Secretary since 1984 and he served as our
Treasurer from 1984 until 1998. Dr. Mitsos was employed by us to provide
psychological consultation services to facilities operated by us from 1984 until
he retired in 2000. Dr. Mitsos has served as an adjunct faculty member at
Southern Illinois University, the University of Kentucky and the University of
Evansville.

     E. Halsey Sandford has been one of our directors since 1984 and served as
Senior Executive from 1997 until March 2001 when he retired. From 1992 to 1997,
Mr. Sandford served as Executive Vice President responsible for development for
our Division for Persons with Disabilities.

     W. Bruce Lunsford, an attorney and certified public accountant, has served
as one of our directors since 1992. He is the founder, Chairman and former CEO
of Ventas, Inc., a New York Stock Exchange listed real estate investment trust.
He is the founder, and former Chairman and CEO of Vencor, Inc., a leading
provider of long-term hospital care to chronically ill patients, serving from
1985 until January 1999. Vencor filed voluntary petitions for protection under
Chapter 11 of the federal bankruptcy code in September 1999 and emerged in April
2001 after successfully completing its financial restructuring. Mr. Lunsford is
also the founder and former Chairman of Atria Communities, Inc., which operates
assisted living and independent living communities. Mr. Lunsford is a director
of National City, Kentucky and a former director of National City Corporation, a
financial services company. He is a former director of Churchill Downs, Inc., an
operator of thoroughbred racing tracks.

     Seymour L. Bryson, Ph.D. has served as one of our directors since 1989.
Since 1984, Dr. Bryson has held several positions with Southern Illinois
University at Carbondale, including professor in the University's Rehabilitation
Institute, Dean of the College of Human Resources, Special Assistant to the
Chancellor, Executive Assistant to the President and Executive Assistant to the
Chancellor.

     Olivia F. Kirtley, a certified public accountant, has served as one of our
directors since 1998. Ms. Kirtley is Past Chair of the American Institute of
Certified Public Accountants, or AICPA, and currently serves as Chair of the
AICPA Board of Examiners. From 1991 to 2000, Ms. Kirtley served as Vice
President and Chief Financial Officer of Vermont American Corporation, a leading
manufacturer and marketer of power tool accessories. Ms. Kirtley is a director
of Lancer Corporation, a worldwide manufacturer and distributor of fountain
drink dispensing equipment.

     Vincent D. Pettinelli has served as one of our directors since 1999. Mr.
Pettinelli is the founder of PeopleServe, Inc., a provider of services to
persons with mental retardation and developmental disabilities serving as
president from 1979 until 1996 and as Chairman of the Board from 1996 until its
acquisition by us in 1999.

                                        39


     Michael J. Foster has served as one of our directors since July 2001. Since
1989, Mr. Foster has been employed by RFE Management Corp., the investment
manager for RFE Investment Partners V, L.P. and other private equity investment
funds. Mr. Foster currently serves as a director of several privately held
portfolio companies of RFE Investment Partners V, L.P. and the other investment
funds managed by RFE Management Corp.

LOAN GUARANTEE

     As disclosed in our proxy statement on Schedule 14A, filed on July 26,
2001, and incorporated herein by reference, our subsidiary, PeopleServe, Inc.,
guaranteed, or in some other way agreed to be obligated for, the payment of
funds borrowed by certain partnerships in which Mr. Pettinelli has an interest
and that own approximately 60 properties leased to our subsidiaries or
non-profit agencies with which some of our subsidiaries have management
agreements. We had a letter of credit in the amount of $5.2 million in place
supporting PeopleServe's obligations, which has been released. The guaranteed
debt of approximately $4.7 million became due on November 1, 2001, and was paid
by Mr. Pettinelli.

                                        40


                      DESCRIPTION OF CERTAIN INDEBTEDNESS

NEW CREDIT FACILITY

     On November 15, 2001, we entered into a new $80 million revolving credit
facility (including a $50 million letter of credit sublimit) with a banking
syndicate led by National City Bank. The new credit facility replaces our prior
credit facility, will be used for working capital purposes and will mature on
September 30, 2004. As of November 30, 2001, $29.8 million of our letter of
credit sublimit had been used to replace previously outstanding letters of
credit. We are able to reborrow amounts repaid under the facility before
maturity. We and our subsidiaries are borrowers under the credit facility. The
facility is secured by a security interest in most of our assets and those of
our subsidiaries, and any new subsidiary will be required to become a guarantor.

     Loans under the new credit facility will bear interest based on LIBOR or
based on the administrative agent's base rate from time-to-time in effect. For
the period from the closing date through June 30, 2002, LIBOR loans will bear
interest at LIBOR plus 250 basis points, and base rate loans will bear interest
at 150 basis points plus the administrative agent's base rate. After June 30,
2002, both LIBOR loans and base rate loans will bear interest at rates
determined with reference to a pricing grid based on our leverage ratio. Standby
letter of credit fees under the facility will equal the then applicable spread
above LIBOR plus a letter of credit facing fee of 0.125% to National City Bank
as the funding bank.

     Our new credit facility limits, among other things, our ability to incur
contingent obligations, to make investments, to make additional acquisitions or
merge with another entity, to sell or to create or incur liens on assets, to
incur other indebtedness, to pay dividends or to repurchase shares of our stock
and to repay other indebtedness before its stated maturity. In addition, the
facility requires us to meet various financial tests.

CONVERTIBLE NOTES

     As of September 30, 2001, we had outstanding $109.4 million aggregate
principal amount of our 6% Convertible Subordinated Notes due 2004, or 6% Notes,
and $19.6 million aggregate principal amount of our 5.9% Convertible
Subordinated Notes due 2005, or 5.9% Notes (together, the Convertible Notes). We
had outstanding $97.4 million aggregate principal amount of our 6% Notes and
$15.6 million aggregate principal amount of our 5.9% Notes following repurchases
of some of our 6.0% Notes and 5.9% Notes in November 2001. The old notes and the
exchange notes are senior to the Convertible Notes. Except as noted in the
following paragraphs, the terms of the Convertible Notes are substantially the
same.

     The 6% Notes bear interest at a rate of 6% per annum. Interest on the 6%
Notes is payable semi-annually on June 1 and December 1. Principal on the 6%
Notes is payable on December 1, 2004. The 6% Notes are redeemable in whole or in
part at a price, expressed as a percentage of the principal amount, ranging from
103.43% during the period beginning December 5, 2000 and ending on November 30,
2001 to 100.86% for the period beginning December 1, 2003 and ending on November
30, 2004, in each case plus accrued interest. The 6% Notes are convertible at
the option of the holder, unless previously redeemed, into our common stock at a
conversion price of $18.81 per share, subject to adjustment in certain events.

     The 5.9% Notes bear interest at a rate of 5.9% per annum. Interest on the
5.9% Notes is payable semi-annually on March 15 and September 15. Principal on
the 5.9% Notes is payable on March 1, 2005. The 5.9% Notes are redeemable in
whole or in part at a price, expressed as a percentage of the principal amount,
ranging from 103.37% during the period beginning March 15, 2001 and ending on
February 14, 2002 to 100.85% for the period beginning March 15, 2004 and ending
on February 14, 2005, in each case plus accrued interest. The 5.9% Notes are
convertible at the option of the holder, unless previously redeemed, into our
common stock at a conversion price of $25.84 per share, subject to adjustment in
certain events.

     Upon the occurrence of a Repurchase Event (as defined below), each holder
of Convertible Notes has the right, at the holder's option, to require us to
repurchase all or any part of the holder's Convertible Notes at 100% of the
principal amount, in each case plus accrued interest. Our ability to repurchase
our

                                        41


Convertible Notes following a Repurchase Event depends on our having sufficient
funds and may be limited by the terms of our other indebtedness or the
subordination provisions of the indenture relating to the 6% Notes and the
statement of terms relating to the 5.9% Notes.

     As defined in the indenture relating to the 6% Notes and the statement of
terms relating to the 5.9% Notes, "Repurchase Event" means the occurrence of any
of the following:

     - We sell all or substantially all of our assets;

     - We merge into or consolidate with another corporation and

     - either we are not the surviving corporation in the transaction (other
       than a transaction with a wholly owned subsidiary in which all of our
       common stock is changed into or exchanged for the same consideration) or
       our common stock would be converted into cash, securities or other
       property; and

     - holders of our common stock immediately before the transaction do not
       have a majority of the total voting power of the surviving corporation in
       substantially the same proportion in which they held our common stock
       before the transaction;

     - Any person or group beneficially owns 50% of the total voting power of
       all classes of our capital stock;

     - If, in any two-year period, individuals who constituted the board of
       directors at the beginning of the period (together with any new directors
       whose election or nomination for election was approved by two-thirds of
       the directors then still in office who were directors at the beginning of
       the period or whose election or nomination was previously so approved)
       cease for any reason to constitute a majority of the board of directors
       then in office;

     - We are liquidated or dissolved or adopt a plan of liquidation or
       dissolution; or

     - Our common stock is no longer listed for trading on a U.S. national
       securities exchange or on an established automated over-the-counter
       trading market in the United States.

OTHER LONG-TERM DEBT

     At September 30, 2001, our obligations under capital leases totaled $8.8
million and the outstanding principal amount of other indebtedness totaled $4.2
million.

                                        42


                              DESCRIPTION OF NOTES

     As used below in this "Description of Notes" section, the "Issuer" means
Res-Care, Inc., a Kentucky corporation, and its successors, but not any of its
Subsidiaries. The Issuer issued the old notes and will issue the exchange notes
described in this prospectus (the "Notes") under an Indenture, dated as of
November 15, 2001 (the "Indenture"), among the Issuer, the Guarantors and
National City Bank, as Trustee. On February 12, 2002, Wells Fargo Bank
Minnesota, National Association, succeeded National City Bank as Trustee under
the Indenture. The Indenture is subject to and governed by the Trust Indenture
Act of 1939, as amended. The terms of the Notes include those set forth in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act.

     ResCare has previously filed a copy of the Indenture with the Commission,
and the Indenture is incorporated by reference as an exhibit to the registration
statement of which this prospectus forms a part. Copies of the Indenture and the
registration rights agreement are available as set forth above under "Where You
Can Find More Information." You can find definitions of certain terms used in
this description under the heading "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. The registered holder of a note
will be treated as the owner of it for all purposes. Only registered holders
will have rights under the Indenture.

     The following is a summary of the material terms and provisions of the
Notes. The following summary does not purport to be a complete description of
the Notes and is subject to the detailed provisions of, and qualified in its
entirety by reference to, the Indenture and the Trust Indenture Act.

THE EXCHANGE NOTES

     The exchange notes:

     - are senior unsecured obligations of ResCare;

     - are pari passu in right of payment with any existing and future senior
       unsecured indebtedness of ResCare;

     - are unconditionally guaranteed by the Guarantors; and

     - have terms that are substantially identical to the old note, except that
       the exchange notes will be registered under the Securities Act, and
       therefore, generally will not be subject to transfer restrictions or
       registration rights, and the provisions of the registration rights
       agreement relating to liquidated damages on the outstanding old notes
       under certain circumstances will be eliminated.

PRINCIPAL, MATURITY AND INTEREST

     The Notes will mature on November 15, 2008. The Notes will bear interest at
the rate shown on the cover page of this prospectus, payable on May 15 and
November 15 of each year, commencing on May 15, 2002, to Holders of record at
the close of business on May 1 or November 1 as the case may be, immediately
preceding the relevant interest payment date. Interest on the Notes will be
computed on the basis of a 360-day year of twelve 30-day months.

     The Notes will be issued in registered form, without coupons, and in
denominations of $1,000 and integral multiples of $1,000.

     An aggregate principal amount of $150.0 million was issued in the private
offering. The Issuer may issue additional Notes having identical terms and
conditions to the Notes being issued in this offering (the "Additional Notes"),
subject to compliance with the "Limitations on Additional Indebtedness" covenant
described below. Any Additional Notes will be part of the same issue as the
Notes and will vote on all matters as one class with the Notes, including,
without limitation, with respect to waivers, amendments, redemptions and offers
to purchase. For purposes of this "Description of Notes," except for the
"Limitations on Additional Indebtedness" covenant, references to the Notes
include Additional Notes, if any.

                                        43


METHODS OF RECEIVING PAYMENTS ON THE NOTES

     If a Holder has given wire transfer instructions to the Issuer and the
Trustee at least ten Business Days before the applicable payment date, the
Issuer will make all payments on such Holder's Notes in accordance with those
instructions. Otherwise, payments on the Notes will be made at the office or
agency of the Paying Agent (the "Paying Agent") and Registrar (the "Registrar")
for the Notes unless the Issuer elects to make interest payments by check mailed
to the Holders at their addresses set forth in the register of Holders.

RANKING

     The Notes will be general unsecured obligations of the Issuer. The Notes
will rank senior in right of payment to all future obligations of the Issuer
that are, by their terms, expressly subordinated in right of payment to the
Notes and pari passu in right of payment with all existing and future unsecured
obligations of the Issuer that are not so subordinated. Each Note Guarantee (as
defined below) will be a general unsecured obligation of the Guarantor thereof
and will rank senior in right of payment to all future obligations of such
Guarantor that are, by their terms, expressly subordinated in right of payment
to such Note Guarantee and pari passu in right of payment with all existing and
future unsecured obligations of such Guarantor that are not so subordinated.

     The Notes and each Note Guarantee will be effectively subordinated to
secured Indebtedness of the Issuer and the applicable Guarantor (including
Indebtedness under the Credit Facility) to the extent of the value of the assets
securing such Indebtedness.

     The Notes will also be effectively subordinated to all existing and future
obligations, including Indebtedness, of any Unrestricted Subsidiaries and our
other Subsidiaries that do not guarantee the Notes. Claims of creditors of these
Subsidiaries, including trade creditors, will generally have priority as to the
assets of these Subsidiaries over the claims of the Issuer and the holders of
the Issuer's Indebtedness, including the Notes.

NOTE GUARANTEES

     The Issuer's obligations under the Notes and the Indenture will be jointly
and severally guaranteed (the "Note Guarantees") by each Restricted Subsidiary
(other than any Foreign Subsidiaries) of the Issuer.

     All of the Issuer's Domestic Subsidiaries will guarantee the Notes. Foreign
Subsidiaries and Unrestricted Subsidiaries will not be Guarantors. Currently,
ResCare Premier Canada, Inc., an Ontario corporation, is our only Foreign
Subsidiary and we have no Unrestricted Subsidiaries. In the event of a
bankruptcy, liquidation or reorganization of any of these non-Guarantor
Subsidiaries, these non-Guarantor Subsidiaries will pay the holders of their
debts and their trade creditors before they will be able to distribute any of
their assets to us.

     Under the circumstances described below under the "Designation of
Unrestricted Subsidiaries" covenant, the Issuer will be permitted to designate
some of its Subsidiaries as "Unrestricted Subsidiaries." The effect of
designating a Subsidiary as an "Unrestricted Subsidiary" will be:

     - an Unrestricted Subsidiary will not be subject to many of the restrictive
       covenants in the Indenture;

     - a Subsidiary that has previously been a Guarantor and that is designated
       an Unrestricted Subsidiary will be released from its Note Guarantee; and

     - the assets, income, cash flow and other financial results of an
       Unrestricted Subsidiary will not be consolidated with those of the Issuer
       for purposes of calculating compliance with the restrictive covenants
       contained in the Indenture.

     The obligations of each Guarantor under its Note Guarantee will be limited
to the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of such Guarantor (including, without limitation, any
Guarantees under the Credit Facility permitted under clause (1) of the
"Limitations on Additional Indebtedness" covenant) and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Note
                                        44


Guarantee or pursuant to its contribution obligations under the Indenture,
result in the obligations of such Guarantor under its Note Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law. Each Guarantor that makes a payment or distribution under its Note
Guarantee will be entitled to a contribution from each other Guarantor in a pro
rata amount based on adjusted net assets of each Guarantor.

     In the event of a sale or other disposition of all of the assets of any
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the Equity Interests of any Guarantor then held by the
Issuer and the Restricted Subsidiaries, then that Guarantor will be released and
relieved of any obligations under its Note Guarantee; provided, however,that the
Net Available Proceeds of such sale or other disposition shall be applied in
accordance with the applicable provisions of the Indenture, to the extent
required thereby, including the "Limitations on Asset Sales" covenant. In
addition, the Indenture will provide that any Guarantor that is designated as an
Unrestricted Subsidiary or that otherwise ceases to be a Guarantor, in each case
in accordance with the provisions of the Indenture, will be released from its
Note Guarantee upon effectiveness of such Designation or when it first ceases to
be a Restricted Subsidiary, as the case may be.

OPTIONAL REDEMPTION

     Except as set forth below, the Notes may not be redeemed before November
15, 2005. At any time on or after November 15, 2005, the Issuer, at its option,
may redeem the Notes, in whole or in part, at the redemption prices (expressed
as percentages of principal amount) set forth below, together with accrued and
unpaid interest thereon, if any, to the redemption date, if redeemed during the
12-month period beginning November 15 of the years indicated:



                                                               OPTIONAL REDEMPTION
YEAR                                                                  PRICE
- ----                                                           -------------------
                                                            
2005........................................................         105.313%
2006........................................................         102.656%
2007 and thereafter.........................................         100.000%


     At any time before November 15, 2004, the Issuer may redeem up to 35% of
the aggregate principal amount of the Notes with the net cash proceeds of one or
more Qualified Equity Offerings at a redemption price equal to 110.625% of the
principal amount of the Notes to be redeemed, plus accrued and unpaid interest
thereon, if any, to the date of redemption; provided, however, that (1) at least
65% of the aggregate principal amount of Notes issued under the Indenture
remains outstanding immediately after the occurrence of such redemption and (2)
the redemption occurs within 90 days of the date of the closing of any such
Qualified Equity Offering.

     The Issuer may acquire Notes by means other than a redemption, whether
pursuant to an issuer tender offer, open market purchase or otherwise, so long
as the acquisition does not otherwise violate the terms of the Indenture.

SELECTION AND NOTICE OF REDEMPTION

     If less than all of the Notes are to be redeemed at any time pursuant to an
optional redemption, selection of the Notes for redemption will be made by the
Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not then
listed on a national security exchange, on a pro rata basis, by lot or by such
method as the Trustee shall deem fair and appropriate; provided, however, that
no Notes of a principal amount of $1,000 or less shall be redeemed in part. In
addition, if a partial redemption is made pursuant to the provisions described
in the second paragraph under "-- Optional Redemption," selection of the Notes
or portions thereof for redemption shall be made by the Trustee only on a pro
rata basis or on as nearly a pro rata basis as is practicable (subject to the
procedures of The Depository Trust Company), unless that method is otherwise
prohibited.

     Notice of redemption will be mailed by first-class mail at least 30 but not
more than 60 days before the date of redemption to each Holder of Notes to be
redeemed at its registered address. If any Note is to

                                        45


be redeemed in part only, the notice of redemption that relates to that Note
will state the portion of the principal amount of the Note to be redeemed. A new
Note in a principal amount equal to the unredeemed portion of the Note will be
issued in the name of the Holder of the Note upon cancellation of the original
Note. On and after the date of redemption, interest will cease to accrue on
Notes or portions thereof called for redemption so long as the Issuer has
deposited with the Paying Agent for the Notes funds in satisfaction of the
redemption price (including accrued and unpaid interest on the Notes to be
redeemed) pursuant to the Indenture.

CHANGE OF CONTROL

     Upon the occurrence of any Change of Control as defined herein, each Holder
will have the right to require that the Issuer purchase that Holder's Notes for
a cash price (the "Change of Control Purchase Price") equal to 101% of the
principal amount of the Notes to be purchased, plus accrued and unpaid interest
thereon, if any, to the date of purchase.

     Within 30 days following any Change of Control, the Issuer will mail, or
caused to be mailed, to the Holders a notice:

          (1) describing the transaction or transactions that constitute the
     Change of Control;

          (2) offering to purchase, pursuant to the procedures required by the
     Indenture and described in the notice (a "Change of Control Offer"), on a
     date specified in the notice (which shall be a Business Day not earlier
     than 30 days nor later than 60 days from the date the notice is mailed) and
     for the Change of Control Purchase Price, all Notes properly tendered by
     such Holder pursuant to such Change of Control Offer; and

          (3) describing the procedures that Holders must follow to accept the
     Change of Control Offer.

     The Change of Control Offer is required to remain open for at least 20
Business Days or for such longer period as is required by law.

     The Issuer will publicly announce the results of the Change of Control
Offer on or as soon as practicable after the date of purchase.

     If a Change of Control Offer is made, there can be no assurance that the
Issuer will have available funds sufficient to pay for all or any of the Notes
that might be delivered by Holders seeking to accept the Change of Control
Offer. In addition, the Issuer cannot assure you that in the event of a Change
of Control it will be able to obtain the consents necessary to consummate a
Change of Control Offer from the lenders under agreements governing outstanding
Indebtedness which may prohibit the Change of Control Offer.

     The provisions described above that require us 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 purchase or redeem
the Notes in the event of a takeover, recapitalization or similar transaction.

     The Issuer's obligation to make a Change of Control Offer will be satisfied
if a third party makes the Change of Control Offer in the manner and at the
times and otherwise in compliance with the requirements applicable to a Change
of Control Offer made by the Issuer and purchases all Notes properly tendered
and not withdrawn under the Change of Control Offer.

     A "Change of Control" includes certain sales of all or substantially all of
the assets of the Issuer and the Restricted Subsidiaries taken as a whole. The
phrase "all or substantially all" as used in the Indenture (including as set
forth under the "Limitations on Mergers, Consolidations, Etc." covenant) varies
according to the facts and circumstances of the subject transaction, has no
clearly established meaning under New York law (which governs the Indenture) and
is subject to judicial interpretation. Accordingly, in certain circumstances
there may be a degree of uncertainty in ascertaining whether a particular
transaction would involve a disposition of "all or substantially all" of the
assets of the Issuer, and therefore

                                        46


it may be unclear as to whether a Change of Control has occurred and whether the
Holders have the right to require the Issuer to purchase Notes.

     None of the provisions relating to a purchase upon a Change of Control is
waivable by the Board of Directors of the Issuer. However, the Issuer could
enter into certain transactions that would not result in a Change of Control,
but would increase the amount of Indebtedness outstanding at such time or
otherwise affect the Issuer's capital structure or credit ratings.

     Failure by the Issuer to purchase the Notes when required upon a Change of
Control will result in an Event of Default with respect to the Notes. As a
result, these provisions could have the effect of deterring hostile or friendly
acquisitions of the Issuer when the Person attempting the acquisition views
itself as unable to finance the purchase of the principal amount of Notes that
may be tendered to the Issuer upon the occurrence of a Change of Control.

     The Issuer will comply with applicable tender offer rules, including the
requirements of Rule 14e-l under the Exchange Act and any other applicable laws
and regulations in connection with the purchase of Notes pursuant to a Change of
Control Offer. To the extent that the provisions of any securities laws or
regulations conflict with the "Change of Control" provisions of the Indenture,
the Issuer shall 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 this compliance.

CERTAIN COVENANTS

     The Indenture contains, among others, the following covenants:

  LIMITATIONS ON ADDITIONAL INDEBTEDNESS

     The Issuer will not, and the Issuer will not permit any Restricted
Subsidiary to, directly or indirectly, incur any Indebtedness; provided,
however, that the Issuer or any Guarantor may incur additional Indebtedness
(including Acquired Indebtedness) if no Default shall have occurred and be
continuing at the time of or as a consequence of the incurrence of the
Indebtedness and if, after giving effect thereto, the Consolidated Fixed Charge
Coverage Ratio on the date thereof would be at least 2.25 to 1.00 if such date
is on or before December 31, 2002 or 2.5 to 1 if such date is after December 31,
2002, determined on a pro forma basis as if the incurrence of such additional
Indebtedness and the application of the net proceeds therefrom had occurred at
the beginning of the four-quarter period used to calculate the Issuer's
Consolidated Fixed Charge Coverage Ratio (the "Coverage Ratio Exception").

     Notwithstanding the above, so long as no Default shall have occurred and be
continuing at the time of or as a consequence of the incurrence of the following
Indebtedness, each of the following shall be permitted (the "Permitted
Indebtedness"):

          (1) Indebtedness of the Issuer and any Guarantor under the Credit
     Facility in an aggregate amount at any time outstanding (whether incurred
     under the Coverage Ratio Exception or as Permitted Indebtedness) not to
     exceed the greater of (x) $80.0 million and (y) the amount of the Borrowing
     Base as of the date of such incurrence (provided that in no case shall the
     Indebtedness permitted pursuant to this clause (1) exceed $100.0 million at
     any one time outstanding);

          (2) the Notes and the Note Guarantees issued on the Issue Date;

          (3) Indebtedness of the Issuer and the Restricted Subsidiaries to the
     extent outstanding on the Issue Date (other than Indebtedness referred to
     in clauses (1) and (2) above, and after giving effect to the use of
     proceeds of the Notes);

          (4) Indebtedness of the Issuer and the Restricted Subsidiaries under
     Hedging Obligations; provided, however, that (a) such Hedging Obligations
     relate to payment obligations on Indebtedness otherwise permitted to be
     incurred by this covenant, and (b) the notional principal amount of such
     Hedging Obligations at the time incurred does not exceed the principal
     amount of the Indebtedness to which such Hedging Obligations relate;

          (5) Indebtedness of the Issuer owed to a Guarantor and Indebtedness of
     any Guarantor owed to the Issuer or any other Guarantor; provided, however,
     that (a) any Indebtedness of the Issuer owed to
                                        47


     a Guarantor is unsecured and subordinated, pursuant to a written agreement,
     to the Issuer's obligation, under the Indenture and the Notes and (b) upon
     any such Guarantor ceasing to be a Guarantor or such Indebtedness being
     owed to any Person other than the Issuer or a Guarantor, the Issuer or such
     Guarantor, as applicable, shall be deemed to have incurred Indebtedness not
     permitted by this clause (5);

          (6) Indebtedness in respect of bid, performance or surety bonds issued
     for the account of the Issuer or any Restricted Subsidiary in the ordinary
     course of business, including guarantees or obligations of the Issuer or
     any Restricted Subsidiary with respect to letters of credit supporting such
     bid, performance or surety obligations (in each case other than for an
     obligation for money borrowed);

          (7) Purchase Money Indebtedness incurred by the Issuer or any
     Guarantor, in an aggregate amount not to exceed at any time outstanding
     $8.0 million;

          (8) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn against insufficient
     funds in the ordinary course of business; provided, however, that such
     Indebtedness is extinguished within five Business Days of incurrence;

          (9) Indebtedness arising in connection with endorsement of instruments
     for deposit in the ordinary course of business;

          (10) Refinancing Indebtedness with respect to Indebtedness incurred
     pursuant to the Coverage Ratio Exception or clauses (2), (3), (7) and (12)
     in this covenant;

          (11) Indebtedness of Unrestricted Subsidiaries; and

          (12) Indebtedness of the Issuer or any Guarantor in an aggregate
     amount in addition to items (1) through (11) above not to exceed $10.0
     million at any time outstanding.

     For purposes of determining compliance with this covenant, if an item of
Indebtedness meets the criteria of more than one of the categories of Permitted
Indebtedness described in clauses (1) through (12) above or is entitled to be
incurred pursuant to the Coverage Ratio Exception, the Issuer shall, in its sole
discretion, classify such item of Indebtedness and may divide and classify such
Indebtedness in more than one of the types of Indebtedness described, except
that Indebtedness outstanding under the Credit Facility shall be deemed to first
have been incurred under clause (1) above. In addition, with respect to any
Indebtedness issued at a discount from principal amount, the amount of such
Indebtedness incurred upon issuance will be deemed to be the accreted value
thereof determined in accordance with GAAP.

  LIMITATIONS ON LAYERING INDEBTEDNESS

     The Issuer will not, and will not permit any Guarantor to, directly or
indirectly, incur any Indebtedness that is or purports to be by its terms (or by
the terms of any agreement governing such Indebtedness) contractually
subordinated to any other Indebtedness of the Issuer or of such Guarantor, as
the case may be, unless such Indebtedness is also by its terms (or by the terms
of any agreement governing such Indebtedness) contractually made expressly
subordinate to the Notes or the Note Guarantee of such Guarantor, to the same
extent and in the same manner as such Indebtedness is contractually subordinated
to such other Indebtedness of the Issuer or such Guarantor, as the case may be.

  LIMITATIONS ON RESTRICTED PAYMENTS

     The Issuer will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, make any Restricted Payment if at the time of such
Restricted Payment:

          (1) a Default under the Indenture shall have occurred and be
     continuing or shall occur as a consequence thereof;

          (2) the Issuer cannot incur $1.00 of additional Indebtedness pursuant
     to the Coverage Ratio Exception; or

                                        48


          (3) the amount of such Restricted Payment, when added to the aggregate
     amount of all other Restricted Payments made after the Issue Date (other
     than Restricted Payments made pursuant to clause (2), (3), (4) or (6) of
     the next paragraph), exceeds the sum (the "Restricted Payments Basket") of
     (without duplication):

             (a) 50% of Consolidated Net Income for the period (taken as one
        accounting period) commencing on the first day of the first full fiscal
        quarter commencing after the Issue Date to and including the last day of
        the fiscal quarter ended immediately before the date of such calculation
        for which consolidated financial statements are available (or, if such
        Consolidated Net Income shall be a deficit, minus 100% of such aggregate
        deficit), plus

             (b) 100% of the aggregate net cash proceeds received by the Issuer
        either (x) as contributions to the common equity of the Issuer after the
        Issue Date or (y) from the issuance and sale of Qualified Equity
        Interests after the Issue Date, other than to the extent any such
        proceeds are used to redeem Notes in accordance with the second
        paragraph under "-- Optional Redemption," plus

             (c) the aggregate amount by which Indebtedness (other than
        Subordinated Indebtedness) of the Issuer or any Restricted Subsidiary is
        reduced on the Issuer's balance sheet upon the conversion or exchange
        (other than by a Subsidiary of the Issuer) after the Issue Date into
        Qualified Equity Interests (less the amount of any cash, or the fair
        value of assets, distributed by the Issuer or any Restricted Subsidiary
        upon such conversion or exchange), plus

             (d) in the case of the disposition or repayment of or return on any
        Investment that was treated as a Restricted Payment made after the Issue
        Date, an amount (to the extent not included in the computation of
        Consolidated Net Income) equal to the lesser of (i) the return of
        capital with respect to such Investment and (ii) the amount of such
        Investment that was treated as a Restricted Payment, in either case,
        less the cost of the disposition of such Investment and net of taxes,
        plus

             (e) upon a Redesignation of an Unrestricted Subsidiary as a
        Restricted Subsidiary, the lesser of (i) the Fair Market Value of the
        Issuer's proportionate interest in such Subsidiary immediately following
        such Redesignation, and (ii) the aggregate amount of the Issuer's
        Investments in such Subsidiary to the extent such Investments reduced
        the amount available for subsequent Restricted Payments under this
        clause (3) and were not previously repaid or otherwise reduced.

     The foregoing provisions will not prohibit:

          (1) the payment by the Issuer or any Restricted Subsidiary of any
     dividend within 60 days after the date of declaration thereof, if on the
     date of declaration the payment would have complied with the provisions of
     the Indenture;

          (2) so long as no Default shall have occurred and be continuing at the
     time of or as a consequence of such redemption, the redemption of any
     Equity Interests of the Issuer or any Restricted Subsidiary in exchange
     for, or out of the proceeds of the substantially concurrent issuance and
     sale of, Qualified Equity Interests;

          (3) so long as no Default shall have occurred and be continuing at the
     time of or as a consequence of such redemption, the redemption of
     Subordinated Indebtedness of the Issuer or any Guarantor (a) in exchange
     for, or out of the proceeds of the substantially concurrent issuance and
     sale of, Qualified Equity Interests or (b) in exchange for, or out of the
     proceeds of the substantially concurrent incurrence of, Refinancing
     Indebtedness permitted to be incurred under the "Limitations on Additional
     Indebtedness" covenant and the other terms of the Indenture;

          (4) the redemption of any Disqualified Equity Interests of any Person
     in exchange for, or out of the net proceeds of the substantially concurrent
     issuance or sale (other than to a Subsidiary of the Issuer) of,
     Disqualified Equity Interests of such Person; provided, however, that any
     Disqualified Equity Interests so issued have a stated liquidation,
     redemption or similar value no greater than the

                                        49


     Disqualified Equity Interests being redeemed and matures, is mandatorily
     redeemable and/or is redeemable at the sole option of the holder thereof on
     a date later than the date of the Disqualified Equity Interests being
     redeemed;

          (5) so long as no Default shall have occurred and be continuing at the
     time of or as a consequence of such redemption, the redemption of Equity
     Interests of the Issuer held by officers, directors or employees or former
     officers, directors or employees (or their transferees, estates or
     beneficiaries under their estates), upon their death, disability,
     retirement, severance or termination of employment or service; provided,
     however, that the aggregate cash consideration paid for all such
     redemptions shall not exceed $2.0 million during any calendar year;

          (6) repurchases of Equity Interests deemed to occur upon the exercise
     of stock options if the Equity Interests represents a portion of the
     exercise price thereof;

          (7) so long as no Default shall have occurred and be continuing at the
     time of or as a consequence of such redemption or repurchase, the
     redemption or repurchase of the Issuer's Convertible Notes for cash in an
     amount less than the principal and accrued and unpaid interest on such
     redeemed or repurchased Convertible Notes;

provided, however, that no issuance and sale of Qualified Equity Interests
pursuant to clause (2) or (3) above shall increase the Restricted Payments
Basket, except to the extent the proceeds thereof exceed the amounts used to
effect the transactions described therein.

  LIMITATIONS ON DIVIDEND AND OTHER RESTRICTIONS AFFECTING RESTRICTED
SUBSIDIARIES

     The Issuer will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or consensual restriction on the ability of
any Restricted Subsidiary to:

          (1) pay dividends or make any other distributions on or in respect of
     its Equity Interests;

          (2) make loans or advances or pay any Indebtedness or other obligation
     owed to the Issuer or any other Restricted Subsidiary; or

          (3) transfer any of its assets to the Issuer or any other Restricted
     Subsidiary; except for:

             (a) encumbrances or restrictions existing under or by reason of
        applicable law;

             (b) encumbrances or restrictions existing under the Indenture, the
        Notes and the Note Guarantees;

             (c) non-assignment provisions of any contract or any lease entered
        into in the ordinary course of business;

             (d) encumbrances or restrictions existing under agreements existing
        on the Issue Date (including, without limitation, the Credit Facility)
        as in effect on that date;

             (e) restrictions on the transfer of assets subject to any Lien
        permitted under the Indenture imposed by the holder of such Lien;

             (f) restrictions on the transfer of assets imposed under any
        agreement to sell such assets permitted under the Indenture to any
        Person pending the closing of such sale;

             (g) any instrument governing Acquired Indebtedness, which
        encumbrance or restriction is not applicable to any Person, or the
        assets of any Person, other than the Person or the assets so acquired;

             (h) encumbrances or restrictions arising in connection with
        Refinancing Indebtedness; provided, however, that any such encumbrances
        and restrictions are not materially more restrictive with respect to any
        Restricted Subsidiary than those in effect on the Issue Date with
        respect to that Restricted Subsidiary pursuant to the agreements
        creating or evidencing the Indebtedness being refinanced;

                                        50


             (i) customary provisions in leases, partnership agreements, limited
        liability company organizational governance documents, joint venture
        agreements and other similar agreements entered into in the ordinary
        course of business that restrict the transfer of leasehold interests or
        ownership interests in such partnership, limited liability company,
        joint venture or similar Person;

             (j) Purchase Money Indebtedness incurred in compliance with the
        "Limitations on Additional Indebtedness" covenant that impose
        restrictions of the nature described in clause (3) above on the assets
        acquired; and

             (k) any encumbrances or restrictions imposed by any amendments or
        refinancings of the contracts, instruments or obligations referred to in
        clauses (a) through (j) above; provided, however, that such amendments
        or refinancings are, in the good faith judgment of the Issuer's Board of
        Directors, no more materially restrictive with respect to such
        encumbrances and restrictions than those before such amendment or
        refinancing.

  LIMITATIONS ON TRANSACTIONS WITH AFFILIATES

     The Issuer will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, in one transaction or a series of related transactions,
sell, lease, transfer or otherwise dispose of any of its assets to, or purchase
any assets from, or enter into any contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (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 may
     have been obtained in a comparable transaction at such time on an
     arm's-length basis by the Issuer or that Restricted Subsidiary from a
     Person that is not an Affiliate of the Issuer or that Restricted
     Subsidiary; and

          (2) the Issuer delivers to the Trustee:

             (a) with respect to any Affiliate Transaction involving aggregate
        value in excess of $1.0 million, an Officers' Certificate certifying
        that such Affiliate Transaction complies with clause (1) above and a
        Secretary's Certificate which sets forth and authenticates a resolution
        that has been adopted by the Independent Directors approving such
        Affiliate Transaction; and

             (b) with respect to any Affiliate Transaction involving aggregate
        value of $5.0 million or more, the certificates described in the
        preceding clause (a) and (x) a written opinion as to the fairness of
        such Affiliate Transaction to the Issuer or such Restricted Subsidiary
        from a financial point of view or (y) a written appraisal supporting the
        value of such Affiliate Transaction, in either case, issued by an
        Independent Financial Advisor.

     The foregoing restrictions shall not apply to:

          (1) transactions exclusively between or among (a) the Issuer and one
     or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided,
     however, in each case, that no Affiliate of the Issuer (other than another
     Restricted Subsidiary) owns Equity Interests of any such Restricted
     Subsidiary;

          (2) reasonable director, officer, employee and consultant compensation
     (including bonuses) and other benefits (including retirement, health, stock
     and other benefit plans) and indemnification arrangements;

          (3) loans and advances permitted by clause (3) of the definition of
     "Permitted Investments";

          (4) any agreement as in effect as of the Issue Date and any extension,
     amendment or modification thereto (so long as any such extension, amendment
     or modification satisfies the requirements set forth in clause (1) of the
     first paragraph of this covenant) or any transaction contemplated thereby;

          (5) Restricted Payments of the type described in clause (1), (2) or
     (4) of the definition of "Restricted Payment" and which are made in
     accordance with the "Limitations on Restricted Payments" covenant.

                                        51


  LIMITATIONS ON LIENS

     The Issuer shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, create, incur, assume or permit or suffer to exist any
Lien of any nature whatsoever (other than Permitted Liens) against any assets of
the Issuer or any Restricted Subsidiary (including Equity Interests of a
Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired,
or any proceeds therefrom, or assign or otherwise convey any right to receive
income or profits therefrom, which Lien secures Indebtedness or trade payables,
unless contemporaneously therewith:

          (1) in the case of any Lien securing an obligation that ranks pari
     passu with the Notes or a Note Guarantee, effective provision is made to
     secure the Notes or such Note Guarantee, as the case may be, at least
     equally and ratably with or before such obligation with a Lien on the same
     collateral; and

          (2) in the case of any Lien securing an obligation that is
     subordinated in right of payment to the Notes or a Note Guarantee,
     effective provision is made to secure the Notes or such Note Guarantee, as
     the case may be, with a Lien on the same collateral that is before the Lien
     securing such subordinated obligation, in each case, for so long as such
     obligation is secured by such Lien.

  LIMITATIONS ON ASSET SALES

     The Issuer will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, consummate any Asset Sale unless:

          (1) the Issuer or such Restricted Subsidiary receives consideration at
     the time of such Asset Sale at least equal to the Fair Market Value of the
     assets included in such Asset Sale; and

          (2) at least 80% of the total consideration received in such Asset
     Sale or series of related Asset Sales consists of cash, Cash Equivalents or
     Replacement Assets.

     For purposes of clause (2), the following shall be deemed to be cash:

             (a) the amount (without duplication) of any Indebtedness (other
        than Subordinated Indebtedness) of the Issuer or such Restricted
        Subsidiary that is expressly assumed by the transferee in such Asset
        Sale and with respect to which the Issuer or such Restricted Subsidiary,
        as the case may be, is unconditionally released by the holder of such
        Indebtedness, and

             (b) the amount of any obligations received from such transferee
        that are within 30 days converted by the Issuer or such Restricted
        Subsidiary to cash (to the extent of the cash actually so received).

     If at any time any non-cash consideration received by the Issuer or any
Restricted Subsidiary of the Issuer, as the case may be, in connection with any
Asset Sale is repaid or converted into or sold or otherwise disposed of for cash
(other than interest received with respect to any such non-cash consideration),
then the date of such repayment, conversion or disposition shall be deemed to
constitute the date of an Asset Sale hereunder and the Net Available Proceeds
thereof shall be applied in accordance with this covenant.

     If the Issuer or any Restricted Subsidiary engages in an Asset Sale, the
Issuer or such Restricted Subsidiary shall, no later than one year following the
consummation thereof, apply all or any of the Net Available Proceeds therefrom
to:

          (1) permanently repay any Indebtedness under the Credit Facility and
     permanently reduce the commitments thereunder; and/or

          (2) invest all or any part of the Net Available Proceeds thereof in
     the purchase of assets (other than securities, unless such securities
     represent Equity Interests in an entity engaged solely in a Permitted
     Business, such entity becomes a Restricted Subsidiary and the Issuer or a
     Restricted Subsidiary acquires voting and management control of such
     entity) to be used by the Issuer or any Restricted Subsidiary in a
     Permitted Business.

                                        52


     The amount of Net Available Proceeds not applied or invested as provided in
this paragraph will constitute "Excess Proceeds."

     When the aggregate amount of Excess Proceeds equals or exceeds $10.0
million, the Issuer will be required to make an offer to purchase from all
Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu
Indebtedness of the Issuer or a Guarantor, the provisions of which require the
Issuer or a Guarantor to redeem such Indebtedness with the proceeds from any
Asset Sales (or offer to do so), in an aggregate principal amount of Notes and
such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as
follows:

          (1) The Issuer will (a) make an offer to purchase (a "Net Proceeds
     Offer") to all Holders in accordance with the procedures set forth in the
     Indenture, and (b) redeem (or make an offer to do so) any such other Pari
     Passu Indebtedness, pro rata in proportion to the respective principal
     amounts of the Notes and such other Indebtedness required to be redeemed,
     the maximum principal amount of Notes and Pari Passu Indebtedness that may
     be redeemed out of the amount (the "Payment Amount") of such Excess
     Proceeds;

          (2) the offer price for the Notes will be payable in cash in an amount
     equal to 100% of the principal amount of the Notes tendered pursuant to a
     Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to
     the date such Net Proceeds Offer is consummated (the "Offered Price"), in
     accordance with the procedures set forth in the Indenture and the
     redemption price for such Pari Passu Indebtedness (the "Pari Passu
     Indebtedness Price") shall be as set forth in the related documentation
     governing such Indebtedness;

          (3) if the aggregate Offered Price of Notes validly tendered and not
     withdrawn by Holders thereof exceeds the pro rata portion of the Payment
     Amount allocable to the Notes, Notes to be purchased will be selected on a
     pro rata basis; and

          (4) upon completion of such Net Proceeds Offer in accordance with the
     foregoing provisions, the amount of Excess Proceeds with respect to which
     such Net Proceeds Offer was made shall be deemed to be zero.

     To the extent that the sum of the aggregate Offered Price of Notes tendered
pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price
paid to the holders of such Pari Passu Indebtedness is less than the Payment
Amount relating thereto (such shortfall constituting a "Net Proceeds
Deficiency"), the Issuer may use the Net Proceeds Deficiency, or a portion
thereof, for general corporate purposes, subject to the provisions of the
Indenture.

     In the event of the transfer of substantially all (but not all) of the
assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person
in a transaction covered by and effected in accordance with the covenant
described under the "Limitations on Mergers, Consolidations, Etc." covenant the
successor corporation shall be deemed to have sold for cash at Fair Market Value
the assets of the Issuer and the Restricted Subsidiaries not so transferred for
purposes of this covenant, and shall comply with the provisions of this covenant
with respect to such deemed sale as if it were an Asset Sale (with such Fair
Market Value being deemed to be Net Available Proceeds for such purpose).

     The Issuer will comply with applicable tender offer rules, including the
requirements of Rule 14e-1 under the Exchange Act and any other applicable laws
and regulations in connection with the purchase of Notes pursuant to a Net
Proceeds Offer. To the extent that the provisions of any securities laws or
regulations conflict with the "Limitations on Asset Sales" provisions of the
Indenture, the Issuer shall comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the
"Limitations on Asset Sales" covenant by virtue of this compliance.

  LIMITATIONS ON DESIGNATION OF UNRESTRICTED SUBSIDIARIES

     The Issuer may designate any Subsidiary of the Issuer as an "Unrestricted
Subsidiary" under the Indenture (a "Designation") only if:

          (1) no Default shall have occurred and be continuing at the time of or
     after giving effect to such Designation; and
                                        53


          (2) the Issuer would be permitted to make, at the time of such
     Designation, (a) a Permitted Investment or (b) an Investment pursuant to
     the first paragraph of the "Limitations on Restricted Payments'covenant, in
     either case, in an amount (the "Designation Amount") equal to the Fair
     Market Value of the Issuer's proportionate interest in such Subsidiary on
     such date.

     No Subsidiary shall be designated as an "Unrestricted Subsidiary" unless
such Subsidiary:

          (1) has no Indebtedness other than Permitted Unrestricted Subsidiary
     Debt;

          (2) is not party to any agreement, contract, arrangement or
     understanding with the Issuer or any Restricted Subsidiary unless the terms
     of the agreement, contract, arrangement or understanding are no less
     favorable to the Issuer or the Restricted Subsidiary than those that might
     be obtained at the time from Persons who are not Affiliates of the Issuer
     or such Restricted Subsidiary;

          (3) is a Person with respect to which neither the Issuer nor any
     Restricted Subsidiary has any direct or indirect obligation (a) to
     subscribe for additional Equity Interests or (b) to maintain or preserve
     the Person's financial condition or to cause the Person to achieve any
     specified levels of operating results; and

          (4) has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of the Issuer or any Restricted
     Subsidiary, except for any guarantee given solely to support the pledge by
     the Issuer or any Restricted Subsidiary of the Equity Interests of such
     Unrestricted Subsidiary, which guarantee is not recourse to the Issuer or
     any Restricted Subsidiary, and except to the extent the amount thereof
     constitutes a Restricted Payment permitted pursuant to the "Limitations on
     Restricted Payments" covenant.

     No holder of any Indebtedness of any Unrestricted Subsidiary shall have a
right to declare a default on such Indebtedness or cause the payment thereof to
be accelerated or payable before its stated maturity as a result of a default on
any Indebtedness of the Issuer or any Restricted Subsidiary, except to the
extent such Indebtedness is a guarantee by such Unrestricted Subsidiary of
Indebtedness of the Issuer or any Restricted Subsidiary. If, at any time, any
Unrestricted Subsidiary fails 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 the Subsidiary
and any Liens on assets of such Subsidiary shall be deemed to be incurred by a
Restricted Subsidiary as of the date and, if the Indebtedness is not permitted
to be incurred under the "Limitations on Additional Indebtedness" covenant or
the Lien is not permitted under the "Limitations on Liens" covenant, the Issuer
shall be in default of the applicable covenant.

     The Issuer may redesignate an Unrestricted Subsidiary as a Restricted
Subsidiary (a "Redesignation") only if:

          (1) no Default shall have occurred and be continuing at the time of
     and after giving effect to such Redesignation; and

          (2) all Liens, Indebtedness and Investments of such Unrestricted
     Subsidiary outstanding immediately following such Redesignation would, if
     incurred or made at such time, have been permitted to be incurred or made
     for all purposes of the Indenture.

     Unrestricted Subsidiaries are generally not restricted by the covenants of
the Indenture. The Indenture generally places no restriction on an Unrestricted
Subsidiary's ability to, among other things, incur Indebtedness, make Restricted
Payments (including Investments), or merge, consolidate or sell all or any
portion of its assets.

     All Designations and Redesignations must be evidenced by resolutions of the
Board of Directors of the Issuer, delivered to the Trustee certifying compliance
with the foregoing provisions.

                                        54


  LIMITATIONS ON SALE AND LEASEBACK TRANSACTIONS

     The Issuer will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, enter into any Sale and Leaseback Transaction; provided,
however, that the Issuer or any Restricted Subsidiary may enter into a Sale or
Leaseback Transaction if:

          (1) the Issuer or such Restricted Subsidiary could have (a) incurred
     the Indebtedness attributable to such Sale and Leaseback Transaction
     pursuant to the "Limitations on Additional Indebtedness" covenant and (b)
     incurred a Lien to secure such Indebtedness pursuant to the "Limitations on
     Liens" covenant;

          (2) the gross cash proceeds of such Sale and Leaseback Transaction are
     at least equal to the Fair Market Value of the asset that is the subject of
     such Sale and Leaseback Transaction; and

          (3) the transfer of assets in such Sale and Leaseback Transaction is
     permitted by, and the Issuer or the applicable Restricted Subsidiary
     applies the proceeds of such transaction in accordance with, the covenant
     described under the "Limitations on Asset Sales" covenant.

  LIMITATIONS ON MERGERS, CONSOLIDATIONS, ETC.

     The Issuer will not, directly or indirectly, in a single transaction or a
series of related transactions, (a) consolidate or merge with or into (other
than a merger that satisfies the requirements of clause (1) below with a
Wholly-Owned Restricted Subsidiary solely for the purpose of changing the
Issuer's jurisdiction of incorporation to another State of the United States),
or sell, lease, transfer, convey or otherwise dispose of or assign all or
substantially all of the assets of the Issuer or the Issuer and the Restricted
Subsidiaries (taken as a whole) or (b) adopt a Plan of Liquidation unless, in
either case:

          (1) either:

             (a) the Issuer will be the surviving or continuing Person; or

             (b) the Person formed by or surviving such consolidation or merger
        or to which such sale, lease, conveyance or other disposition shall be
        made (or, in the case of a Plan of Liquidation, any Person to which
        assets are transferred) (collectively, the "Successor") is a corporation
        organized and existing under the laws of any State of the United States
        of America or the District of Columbia, and the Successor expressly
        assumes, by supplemental indenture in form and substance satisfactory to
        the Trustee, all of the obligations of the Issuer under the Notes, the
        Indenture and the Registration Rights Agreement;

          (2) immediately before and immediately after giving effect to such
     transaction and the assumption of the obligations as set forth in clause
     (1)(b) above and the incurrence of any Indebtedness to be incurred in
     connection therewith, no Default shall have occurred and be continuing; and

          (3) immediately after and giving effect to such transaction and the
     assumption of the obligations set forth in clause (1)(b) above and the
     incurrence of any Indebtedness to be incurred in connection therewith, and
     the use of any net proceeds therefrom on a pro forma basis, (a) the
     Consolidated Net Worth of the Issuer or the Successor, as the case may be,
     would be at least equal to the Consolidated Net Worth of the Issuer
     immediately before such transaction and (b) the Issuer or the Successor, as
     the case may be, could incur $1.00 of additional Indebtedness pursuant to
     the Coverage Ratio Exception.

     For purposes of this covenant, any Indebtedness of the Successor which was
not Indebtedness of the Issuer immediately before the transaction shall be
deemed to have been incurred in connection with such transaction.

                                        55


     Except as provided under "Note Guarantees" above, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, whether or not affiliated with such Guarantor,
unless:

          (1) either:

             (a) such Guarantor, another Guarantor or the Issuer will be the
        surviving or continuing Person; or

             (b) the Person formed by or surviving any such consolidation or
        merger assumes, by supplemental indenture in form and substance
        satisfactory to the Trustee, all of the obligations of such Guarantor
        under the Note Guarantee of such Guarantor, the Indenture and the
        Registration Rights Agreement; and

          (2) immediately after giving effect to such transaction, no Default
     shall have occurred and be continuing.

     For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or
substantially all of the assets of one or more Restricted Subsidiaries, the
Equity Interests of which constitute all or substantially all of the assets of
the Issuer, will be deemed to be the transfer of all or substantially all of the
assets of the Issuer.

     Upon any consolidation, combination or merger of the Issuer or a Guarantor,
or any transfer of all or substantially all of the assets of the Issuer in
accordance with the foregoing, in which the Issuer or such Guarantor is not the
continuing obligor under the Notes or its Note Guarantee, the surviving entity
formed by such consolidation or into which the Issuer or such Guarantor is
merged or to which the conveyance, lease or transfer is made will succeed to,
and be substituted for, and may exercise every right and power of, the Issuer or
such Guarantor under the Indenture, the Notes and the Note Guarantees with the
same effect as if such surviving entity had been named therein as the Issuer or
such Guarantor and, except in the case of a conveyance, transfer or lease, the
Issuer or such Guarantor, as the case may be, will be released from the
obligation to pay the principal of and interest on the Notes or in respect of
its Note Guarantee, as the case may be, and all of the Issuer's or such
Guarantor's other obligations and covenants under the Notes, the Indenture and
its Note Guarantee, if applicable.

     Notwithstanding the foregoing, any Restricted Subsidiary may merge into the
Issuer or a Guarantor.

  ADDITIONAL NOTE GUARANTEES

     If, after the Issue Date, (a) the Issuer or any Restricted Subsidiary shall
acquire or create another Subsidiary (other than a Subsidiary that has been
designated an Unrestricted Subsidiary) or (b) any Unrestricted Subsidiary is
Redesignated a Restricted Subsidiary, then, in each such case, the Issuer shall
cause such Restricted Subsidiary to:

          (1) execute and deliver to the Trustee (a) a supplemental indenture in
     form and substance satisfactory to the Trustee pursuant to which such
     Restricted Subsidiary shall unconditionally guarantee all of the Issuer's
     obligations under the Notes and the Indenture and (b) a notation of
     guarantee in respect of its Note Guarantee; and

          (2) deliver to the Trustee one or more opinions of counsel that such
     supplemental indenture (a) has been duly authorized, executed and delivered
     by such Restricted Subsidiary and (b) constitutes a valid and legally
     binding obligation of such Restricted Subsidiary in accordance with its
     terms.

     The obligations of each Guarantor under its Note Guarantee will be limited
to the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of such Guarantor (including, without limitation, any
guarantees under the Credit Facility permitted by the "Limitations on Additional
Indebtedness" covenant) and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Note Guarantee or pursuant to its
contribution obligations under the Indenture, result in the obligations of such
Guarantor under its Note Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or

                                        56


state law. Each Guarantor that makes a payment for distribution under its Note
Guarantee is entitled to a contribution from each other Guarantor in a pro rata
amount based on adjusted net assets of each Guarantor.

     In the event of a sale or other disposition of all of the assets of any
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the Capital Stock of any Guarantor then held by the Issuer
and the Restricted Subsidiaries, then that Guarantor will be released and
relieved of any obligations under its Note Guarantee; provided that the Net
Available Proceeds of such sale or other disposition are applied in accordance
with the applicable provisions of the Indenture, to the extent required thereby.
See "-- Certain Covenants -- Limitations on Asset Sales." In addition, the
Indenture provides that any Guarantor that is Designated as an Unrestricted
Subsidiary or that otherwise ceases to be a Guarantor, in each case in
accordance with the provisions of the Indenture, will be released from its Note
Guarantee upon effectiveness of such Designation or when it first ceases to be a
Restricted Subsidiary, as the case may be.

  CONDUCT OF BUSINESS

     The Issuer will not, and will not permit any Restricted Subsidiary to,
engage in any business other than the Permitted Business.

  REPORTS

     Whether or not required by the SEC, so long as any Notes are outstanding,
the Issuer will furnish to the Holders of Notes, within the time periods
specified in the SEC's rules and regulations (including any grace periods or
extensions permitted by the SEC):

          (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 Issuer were required to file these 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
     SEC on Form 8-K if the Issuer were required to file these reports.

     In addition, whether or not required by the SEC, the Issuer 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 the filing) and
make the information available to securities analysts and prospective investors
upon request. The Issuer and the Guarantors have agreed that, for so long as any
Notes remain outstanding, the Issuer will furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

EVENTS OF DEFAULT

     Each of the following is an "Event of Default":

          (1) failure by the Issuer to pay interest on any of the Notes when it
     becomes due and payable and the continuance of any such failure for 30
     days;

          (2) failure by the Issuer to pay the principal on any of the Notes
     when it becomes due and payable, whether at stated maturity, upon
     redemption, upon purchase, upon acceleration or otherwise;

          (3) failure by the Issuer to comply with any of its agreements or
     covenants under the "Limitations on Mergers, Consolidations, Etc." or
     "Limitations on Asset Sales" covenants or in respect of its obligations to
     make a Change of Control Offer as described above under "-- Change of
     Control;"

          (4) failure by the Issuer to comply with any other agreement or
     covenant in the Indenture and continuance of this failure for 30 days after
     notice of the failure has been given to the Issuer by the

                                        57


     Trustee or by the Holders of at least 25% of the aggregate principal amount
     of the Notes then outstanding;

          (5) default under any mortgage, Indenture or other instrument or
     agreement under which there may be issued or by which there may be secured
     or evidenced Indebtedness of the Issuer or any Restricted Subsidiary,
     whether such Indebtedness now exists or is incurred after the Issue Date,
     which default:

             (a) is caused by a failure by the Issuer or a Restricted Subsidiary
        to pay when due principal on such Indebtedness within the applicable
        express grace period,

             (b) results in the acceleration of such Indebtedness before its
        express final maturity or

             (c) results in the commencement of judicial proceedings to
        foreclose upon, or to exercise remedies under applicable law or
        applicable security documents to take ownership of, the assets securing
        such Indebtedness, and

     in each case, the principal amount of such Indebtedness, together with any
     other Indebtedness with respect to which an event described in clause (a),
     (b) or (c) has occurred and is continuing, aggregates $15.0 million or
     more;

          (6) one or more judgments or orders that exceed $15.0 million in the
     aggregate (net of amounts covered by insurance or bonded) for the payment
     of money have been entered by a court or courts of competent jurisdiction
     against the Issuer or any Restricted Subsidiary and such judgment or
     judgments have not been satisfied, stayed, annulled or rescinded within 60
     days of being entered;

          (7) the Issuer or any Restricted Subsidiary pursuant to or within the
     meaning of any Bankruptcy Law:

             (a) commences a voluntary case,

             (b) consents to the entry of an order for relief against it in an
        involuntary case,

             (c) consents to the appointment of a Custodian of it or for all or
        substantially all of its assets, or

             (d) makes a general assignment for the benefit of its creditors;

          (8) a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

             (a) is for relief against the Issuer or any Restricted Subsidiary
        as debtor in an involuntary case,

             (b) appoints a Custodian of the Issuer or any Restricted Subsidiary
        or a Custodian for all or substantially all of the assets of the Issuer
        or any Restricted Subsidiary, or

             (c) orders the liquidation of the Issuer or any Restricted
        Subsidiary, and the order or decree remains unstayed and in effect for
        60 days; or

          (9) any Note Guarantee ceases to be in full force and effect (other
     than in accordance with the terms of such Note Guarantee and the Indenture)
     or is declared null and void and unenforceable or found to be invalid or
     any Guarantor denies its liability under its Note Guarantee (other than by
     reason of release of a Guarantor from its Note Guarantee in accordance with
     the terms of the Indenture and the Note Guarantee).

     If an Event of Default (other than an Event of Default specified in clause
(7) or (8) above with respect to the Issuer), shall have occurred and be
continuing under the Indenture, the Trustee, by written notice to the Issuer, or
the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding by written notice to the Issuer and the Trustee, may declare all
amounts owing under the Notes to be due and payable immediately. Upon such
declaration of acceleration, the aggregate principal of and accrued and unpaid
interest on the outstanding Notes shall immediately become due and payable;
provided, however, that after such acceleration, but before a judgment or decree
based on acceleration, the Holders of a majority in aggregate principal amount
of such outstanding Notes may, under certain circumstances, rescind and annul
such acceleration if all Events of Default, other than the nonpayment of

                                        58


accelerated principal and interest, have been cured or waived as provided in the
Indenture. If an Event of Default specified in clause (7) or (8) with respect to
the Issuer occurs, all outstanding Notes shall become due and payable without
any further action or notice.

     The Trustee shall, within 30 days after the occurrence of any Default with
respect to the Notes, give the Holders notice of all uncured Defaults thereunder
known to it; provided, however, that, except in the case of an Event of Default
in payment with respect to the Notes or a Default in complying with the
"Limitations on Mergers, Consolidations, Etc." covenant, the Trustee shall be
protected in withholding such notice if and so long as a committee of its trust
officers in good faith determines that the withholding of such notice is in the
interest of the Holders.

     No Holder will have any right to institute any proceeding with respect to
the Indenture or for any remedy thereunder, unless the Trustee:

          (1) has failed to act for a period of 60 days after receiving written
     notice of a continuing Event of Default by such Holder and a request to act
     by Holders of at least 25% in aggregate principal amount of Notes
     outstanding;

          (2) has been offered indemnity satisfactory to it in its reasonable
     judgment; and

          (3) has not received from the Holders of a majority in aggregate
     principal amount of the outstanding Notes a direction inconsistent with
     such request.

     However, such limitations do not apply to a suit instituted by a Holder of
any Note for enforcement of payment of the principal of or interest on such Note
on or after the due date therefor (after giving effect to the grace period
specified in clause (1) of the first paragraph of this "Events of Default"
section).

     The Issuer is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture and, upon any officer of the Issuer
becoming aware of any Default, a statement specifying such Default and what
action the Issuer is taking or proposes to take with respect thereto.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     The Issuer may, at its option and at any time, elect to have its
obligations and the obligations of the Guarantors discharged with respect to the
outstanding Notes ("Legal Defeasance"). Legal Defeasance means that the Issuer
and the Guarantors shall be deemed to have paid and discharged the entire
Indebtedness represented by the Notes and the Note Guarantees, and the Indenture
shall cease to be of further effect as to all outstanding Notes and Note
Guarantees, except as to:

          (1) rights of Holders to receive payments in respect of the principal
     of and interest on the Notes when such payments are due from the trust
     funds 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, trust, duties, and immunities of the Trustee,
     and the Issuer's obligation 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
its obligations and the obligations of the Guarantors released with respect to
most of the covenants under the Indenture, except as described otherwise in the
Indenture ("Covenant Defeasance"), and thereafter any omission to comply with
such obligations shall not constitute a Default. In the event Covenant
Defeasance occurs, certain Events of Default (not including non-payment and,
solely for a period of 91 days following the deposit referred to in clause (1)
of the next paragraph, bankruptcy, receivership, rehabilitation and insolvency
events) will no longer apply. Covenant Defeasance will not be effective until
such bankruptcy, receivership, rehabilitation and insolvency events no longer
apply. The Issuer may exercise its Legal Defeasance option regardless of whether
it previously exercised Covenant Defeasance.

                                        59


     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, U.S. legal tender, U.S. Government
     Obligations or a combination thereof, in such amounts as will be sufficient
     (without reinvestment) in the opinion of a nationally recognized firm of
     independent public accountants selected by the Issuer, to pay the principal
     of and interest on the Notes on the stated date for payment or on the
     redemption date of the principal or installment of principal of or interest
     on the Notes, and the Trustee must have a valid, perfected, exclusive
     security interest in such trust,

          (2) in the case of Legal Defeasance, the Issuer shall have delivered
     to the Trustee an opinion of counsel in the United States 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 Issue Date, there has been a change in the applicable
        U.S. federal income tax law,

           in either case to the effect that, and based thereon this opinion of
           counsel shall confirm that, the Holders will not recognize income,
           gain or loss for U.S. federal income tax purposes as a result of the
           Legal Defeasance and will be subject to U.S. 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 in the United States
     reasonably acceptable to the Trustee confirming that the Holders will not
     recognize income, gain or loss for U.S. federal income tax purposes as a
     result of such Covenant Defeasance and will be subject to U.S. federal
     income tax on the same amounts, in the same manner and at the same times as
     would have been the case if the Covenant Defeasance had not occurred,

          (4) no Default shall have occurred and be continuing on the date of
     such deposit (other than a Default resulting from the borrowing of funds to
     be applied to such deposit and the grant of any Lien securing such
     borrowing),

          (5) the Legal Defeasance or Covenant Defeasance shall not result in a
     breach or violation of, or constitute a Default under the Indenture or any
     other 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,

          (6) the Issuer shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit was not made by it with the intent of
     preferring the Holders over any other of its creditors or with the intent
     of defeating, hindering, delaying or defrauding any other of its creditors
     or others, and

          (7) the Issuer shall have delivered to the Trustee an Officers'
     Certificate and an opinion of counsel, each stating that the conditions
     provided for in, in the case of the Officers' Certificate, clauses (1)
     through (6) and, in the case of the opinion of counsel, clauses (1) (with
     respect to the validity and perfection of the security interest), (2)
     and/or (3) and (5) of this paragraph have been satisfied.

     If the funds deposited with the Trustee to effect Covenant Defeasance are
insufficient to pay the principal of and interest on the Notes when due, then
the Issuer's obligations and the obligations of Guarantors under the Indenture
will be revived and no such defeasance will be deemed to have occurred.

SATISFACTION AND DISCHARGE

     The Indenture will be discharged and will cease to be of further effect
(except as to rights of registration of transfer or exchange of Notes which
shall survive until all Notes have been canceled) as to all outstanding Notes
when either

          (1) all the Notes that have been authenticated and delivered (except
     lost, stolen or destroyed Notes which have been replaced or paid and Notes
     for whose payment money has been deposited in

                                        60


     trust or segregated and held in trust by the Issuer and thereafter repaid
     to the Issuer or discharged from this trust) have been delivered to the
     Trustee for cancellation, or

          (2) (a) all Notes not delivered to the Trustee for cancellation
     otherwise have become due and payable or have been called for redemption
     pursuant to the provisions described under "-- Optional Redemption," and
     the Issuer has irrevocably deposited or caused to be deposited with the
     Trustee trust funds in trust in an amount of money sufficient to pay and
     discharge the entire Indebtedness (including all principal and accrued
     interest) on the Notes not theretofore delivered to the Trustee for
     cancellation,

             (b) the Issuer has paid all sums payable by it under the Indenture,

             (c) the Issuer has delivered irrevocable instructions to the
        Trustee to apply the deposited money toward the payment of the Notes at
        maturity or on the date of redemption, as the case may be, and

             (d) the Trustee, for the benefit of the Holders, has a valid,
        perfected, exclusive security interest in this trust.

     In addition, the Issuer must deliver an Officers' Certificate and an
opinion of counsel (as to legal matters) stating that all conditions precedent
to satisfaction and discharge have been satisfied.

TRANSFER AND EXCHANGE

     A Holder will be able to register the transfer or exchange of Notes only in
accordance with the provisions of the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. Without the prior consent of the Issuer, the Registrar is not
required (1) to register the transfer of or exchange any Note selected for
redemption, (2) to register the transfer of or exchange any Note for a period of
15 days before a selection of Notes to be redeemed or (3) to register the
transfer or exchange of a Note between a record date and the next succeeding
interest payment date.

     The Notes will be issued in registered form and the registered Holder will
be treated as the owner of such Note for all purposes.

AMENDMENT, SUPPLEMENT AND WAIVER

     Subject to certain exceptions, the Indenture or the Notes may be amended
with the consent (which may include consents obtained in connection with a
tender offer or exchange offer for Notes) of the Holders of at least a majority
in principal amount of the Notes then outstanding, and any existing Default
under, or compliance with any provision of, the Indenture may be waived (other
than any continuing Default in the payment of the principal or interest on the
Notes) with the consent (which may include consents obtained in connection with
a tender offer or exchange offer for Notes) of the Holders of a majority in
principal amount of the Notes then outstanding; provided, however, that, without
the consent of each Holder, no amendment may:

          (a) change the maturity of any Note;

          (b) reduce the amount, extend the due date or otherwise affect the
     terms of any scheduled payment of interest on or principal of the Notes;

          (c) reduce any premium payable upon optional redemption of the Notes,
     change the date on which any Notes are subject to redemption or otherwise
     alter the provisions with respect to the redemption of the Notes;

          (d) make any Note payable in money or currency other than that stated
     in the Notes;

          (e) amend, change or modify in any material respect the obligation of
     the Company to make and consummate a Change of Control Offer with respect
     to a Change of Control that has occurred or make and consummate a Net
     Proceeds Offer with respect to any Asset Sale that has been consummated or
     modify any of the provisions or definitions with respect thereto;

                                        61


(f) amend, modify or change any provision of the Indenture or the related
definitions in a manner that adversely affects the Holders;

          (g) reduce the amount of Notes whose Holders must consent to an
     amendment or waiver to the Indenture or the Notes;

          (h) impair the rights of Holders to receive payments of principal of
     or interest on the Notes;

          (i) release any Guarantor from any of its obligations under its Note
     Guarantee or the Indenture, except as permitted by the Indenture; or

          (j) make any change in these amendment and waiver provisions.

     Notwithstanding the foregoing, the Issuer and the Trustee may amend the
Indenture, the Note Guarantees or the Notes without the consent of any Holder,
to cure any ambiguity, defect or inconsistency, to provide for uncertificated
Notes in addition to or in place of certificated Notes, to provide for the
assumption of the Issuer's obligations to the Holders in the case of a merger or
acquisition, to release any Guarantor from any of its obligations under its Note
Guarantee or the Indenture (to the extent permitted by the Indenture), to make
any change that does not materially adversely affect the rights of any Holder
or, in the case of the Indenture, to maintain the qualification of the Indenture
under the Trust Indenture Act.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

     No director, officer, employee, incorporator or stockholder of the Issuer
will have any liability for any obligations of the Issuer under the Notes or the
Indenture or of any Guarantor under its Note Guarantee or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes and the Note
Guarantees.

CONCERNING THE TRUSTEE

     Wells Fargo Bank Minnesota, National Association is the Trustee under the
Indenture and has been appointed by the Issuer as Registrar and Paying Agent
with regard to the Notes. The Indenture contains certain limitations on the
rights of the Trustee, should it become a creditor of the Issuer, to obtain
payment of claims in certain cases, or to realize on certain assets 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 (as defined in the Indenture), it must eliminate such
conflict 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
occurs and is not cured, the Trustee will be required, in the exercise of its
power, to use the degree of care of a prudent Person in similar circumstances in
the conduct of his or her 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, unless such Holder shall have offered to
the Trustee security and indemnity satisfactory to the Trustee.

GOVERNING LAW

     The Indenture, the Notes and the Note Guarantees are governed by, and
construed in accordance with, the laws of the State of New York.

CERTAIN DEFINITIONS

     Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all
such terms.

     "Acquired Indebtedness" means (1) with respect to any Person that becomes a
Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary
that was not incurred in connection with, or in contemplation of, such

                                        62


Person becoming a Restricted Subsidiary and (2) with respect to the Issuer or
any Restricted Subsidiary, any Indebtedness of a Person (other than the Issuer
or a Restricted Subsidiary) existing at the time such Person is merged with or
into the Issuer or a Restricted Subsidiary, or Indebtedness expressly assumed by
the Issuer or any Restricted Subsidiary in connection with the acquisition of an
asset or assets from another Person, which Indebtedness was not, in any case,
incurred by such other Person in connection with, or in contemplation of, such
merger or acquisition.

     "Affiliate" of any Person means any other Person which directly or
indirectly controls or is controlled by, or is under direct or indirect common
control with, the referenced Person. For purposes of the "Limitations on
Transactions with Affiliates" covenant, Affiliates shall be deemed to include,
with respect to any Person, any other Person (1) which beneficially owns or
holds, directly or indirectly, 10% or more of any class of the Voting Stock of
the referent Person, (2) of which 10% or more of the Voting Stock is
beneficially owned or held, directly or indirectly, by the referenced Person or
(3) with respect to an individual, any immediate family member of such Person.
For purposes of this definition, "control" of a Person shall mean the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise.

     "Amend" means to amend, supplement, restate, amend and restate or otherwise
modify; and "amendment" shall have a correlative meaning.

     "Asset" means any asset or property.

     "Asset Acquisition" means

          (1) an Investment by the Issuer or any Restricted Subsidiary of the
     Issuer 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

          (2) 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 any sale, issuance, conveyance, transfer, lease,
assignment or other disposition by the Issuer or any Restricted Subsidiary to
any Person other than the Issuer or any Restricted Subsidiary (including by
means of a Sale and Leaseback Transaction or a merger or consolidation)
(collectively, for purposes of this definition, a "transfer"), in one
transaction or a series of related transactions, of any assets (including Equity
Interests) of the Issuer or any of its Restricted Subsidiaries other than in the
ordinary course of business. For purposes of this definition, the term "Asset
Sale" shall not include:

          (1) transfers of cash or Cash Equivalents;

          (2) transfers of assets (including Equity Interests) that are governed
     by, and made in accordance with, the "Limitations on Mergers,
     Consolidations, Etc." covenant;

          (3) Permitted Investments and Restricted Payments permitted under the
     "Limitations on Restricted Payments" covenant;

          (4) the creation or realization of any Permitted Lien; and

          (5) any transfer or series of related transfers that, but for this
     clause, would be Asset Sales, if after giving effect to such transfers, the
     aggregate Fair Market Value of the assets transferred in such transaction
     or any such series of related transactions does not exceed $1.0 million.

     "Attributable Indebtedness" when used with respect to any Sale and
Leaseback Transaction, means, as at the time of determination, the present value
(discounted at a rate equivalent to the Issuer's then-current weighted average
cost of funds for borrowed money as at the time of determination, compounded on
a semi-annual basis) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in any such Sale and Leaseback
Transaction.

     "Bankruptcy Law" means Title 11 of the United States Code, as amended, or
any similar federal or state law for the relief of debtors.

     "Board of Directors" means, with respect to any Person, the board of
directors or comparable governing body of such Person.
                                        63


     "Borrowing Base" means, as of any date, an amount equal to 70% of the face
amount of "Eligible Accounts Receivable" (as defined in the Credit Facility
Agreement) of the Issuer and its Restricted Subsidiaries as of the end of the
most recent fiscal quarter preceding such date that were not more than 90 days
past due, calculated on a consolidated basis and in accordance with GAAP.

     "Business Day" means a day other than a Saturday, Sunday or other day on
which banking institutions in the State of New York are authorized or required
by law to close.

     "Capital Expenditures" shall mean, with respect to any Person, for any
period, all expenditures by such Person which should be capitalized in
accordance with GAAP during such period, including all such expenditures with
respect to fixed or capital assets (including, without limitation, expenditures
for maintenance and repairs which should be capitalized in accordance with GAAP)
and, without duplication, the amount of all Capitalized Lease Obligations
incurred by such Person during such period.

     "Capitalized Lease" means a lease required to be capitalized for financial
reporting purposes in accordance with GAAP.

     "Capitalized Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under a Capitalized Lease, and the amount of
such obligation shall be the capitalized amount thereof determined in accordance
with GAAP.

     "Capital Stock" of any Person means (1) any and all shares or other Equity
Interests (including common stock, Preferred Stock and partnership interests) in
such Person and (2) all rights to purchase, warrants or options (whether or not
currently exercisable), participations or other equivalents of or interests in
(however designated) such shares or other interests in such Person.

     "Cash Equivalents" means:

          (1) marketable obligations with a maturity of 360 days or less issued
     or directly and fully guaranteed or insured by the United States of America
     or any agency or instrumentality thereof;

          (2) demand and time deposits and certificates of deposit or
     acceptances with a maturity of 180 days or less of any financial
     institution that is a member of the Federal Reserve System having combined
     capital and surplus and undivided profits of not less than $500 million and
     is assigned at least a "B" rating by Thomson Financial BankWatch;

          (3) commercial paper maturing no more than 180 days from the date of
     creation thereof issued by a corporation that is not the Issuer or an
     Affiliate of the Issuer, and is organized under the laws of any State of
     the United States of America or the District of Columbia and rated at least
     A-1 by S&P or at least P-1 by Moody's;

          (4) repurchase obligations with a term of not more than ten days for
     underlying securities of the types described in clause (1) above entered
     into with any commercial bank meeting the specifications of clause (2)
     above; and

          (5) investments in money market or other mutual funds substantially
     all of whose assets comprise securities of the types described in clauses
     (1) through (4) above.

     "Change of Control" means the occurrence of any of the following events:

          (1) any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act) is or becomes the beneficial owner (as
     defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for
     purposes of this clause that person or group shall be deemed to have
     "beneficial ownership" of all securities that any such Person or group has
     the right to acquire, whether such right is exercisable immediately or only
     after the passage of time), directly or indirectly, of Voting Stock
     representing more than 35% of the voting power of the total outstanding
     Voting Stock of the Issuer;

          (2) during any period of two consecutive years, individuals who at the
     beginning of such period constituted the Board of Directors of the Issuer
     (together with any new directors whose election to such Board of Directors
     or whose nomination for election by the stockholders of the Issuer was
     approved by a vote of the majority of the directors of the Issuer then
     still in office who were either

                                        64


     directors at the beginning of such period or whose election or nomination
     for election was previously so approved) cease for any reason to constitute
     a majority of the Board of Directors of the Issuer;

          (3) (a) all or substantially all of the assets of the Issuer and the
     Restricted Subsidiaries taken as a whole are sold or otherwise transferred
     to any Person or

             (b) the Issuer consolidates or merges with or into another Person
        or any Person consolidates or merges with or into the Issuer, in either
        case under this clause (3), in one transaction or a series of related
        transactions in which immediately after the consummation thereof Persons
        owning Voting Stock representing in the aggregate 100% of the total
        voting power of the Voting Stock of the Issuer immediately before such
        consummation do not own Voting Stock representing a majority of the
        total voting power of the Voting Stock of the Issuer or the surviving or
        transferee Person; or

          (4) the Issuer shall adopt a Plan of Liquidation or dissolution or any
     such plan shall be approved by the stockholders of the Issuer.

     "Consolidated Amortization Expense" for any period means the amortization
expense of the Issuer and the Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

     "Consolidated Cash Flow Available for Fixed Charges" for any period means,
without duplication, the sum of the amounts for such period of

          (1) Consolidated Net Income, plus

          (2) in each case only to the extent (and in the same proportion)
     deducted in determining Consolidated Net Income and with respect to the
     portion of Consolidated Net Income attributable to any Restricted
     Subsidiary only if a corresponding amount would be permitted at the date of
     determination to be distributed to the Issuer by such Restricted Subsidiary
     without prior approval (that has not been obtained), pursuant to the terms
     of its charter and all agreements, instruments, judgments, decrees, orders,
     statutes, rules and governmental regulations applicable to such Restricted
     Subsidiary or its stockholders:

             (a) Consolidated Income Tax Expense,

             (b) Consolidated Amortization Expense (but only to the extent not
        included in Consolidated Interest Expense),

             (c) Consolidated Depreciation Expense,

             (d) Consolidated Interest Expense, and

             (e) all other non-cash items reducing the Consolidated Net Income
        (excluding any non-cash charge that results in an accrual of a reserve
        for cash charges in any future period) for such period, in each case
        determined on a consolidated basis in accordance with GAAP, minus

          (3) the aggregate amount of all non-cash items, determined on a
     consolidated basis, to the extent such items increased Consolidated Net
     Income for such period.

     "Consolidated Depreciation Expense" for any period means the depreciation
expense of the Issuer and the Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

     "Consolidated Fixed Charge Coverage Ratio" means the ratio of Consolidated
Cash Flow Available for Fixed Charges during the most recent four consecutive
full fiscal quarters for which financial statements are available (the
"Four-Quarter Period") ending on or before the date of the transaction giving
rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the
"Transaction Date") to Consolidated Interest Expense for the Four-Quarter
Period. For purposes of this definition, Consolidated Cash Flow Available for
Fixed Charges and Consolidated Interest Expense shall be calculated after giving
effect on a pro forma basis for the period of such calculation to:

          (1) the incurrence of any Indebtedness or the issuance of any
     Preferred Stock of the Issuer or any Restricted Subsidiary (and the
     application of the proceeds thereof) and any repayment of other

                                        65


     Indebtedness or redemption of other Preferred Stock (and the application of
     the proceeds therefrom) (other than the incurrence or repayment of
     Indebtedness in the ordinary course of business for working capital
     purposes pursuant to any revolving credit arrangement) occurring during the
     Four-Quarter Period or at any time after the last day of the Four-Quarter
     Period and on or before the Transaction Date, as if such incurrence,
     repayment, issuance or redemption, as the case may be (and the application
     of the proceeds thereof), occurred on the first day of the Four-Quarter
     Period; and

          (2) any Asset Sale or Asset Acquisition (including, without
     limitation, any Asset Acquisition giving rise to the need to make such
     calculation as a result of the Issuer or any Restricted Subsidiary
     (including any Person who becomes a Restricted Subsidiary as a result of
     such Asset Acquisition) incurring Acquired Indebtedness and also including
     any Consolidated Cash Flow Available for Fixed Charges (including any pro
     forma expense and cost reductions calculated on a basis consistent with
     Regulation S-X under the Exchange Act) associated with any such Asset
     Acquisition) occurring during the Four-Quarter Period or at any time after
     the last day of the Four-Quarter Period and on or before the Transaction
     Date, as if such Asset Sale or Asset Acquisition or other disposition
     (including the incurrence of, or assumption or liability for, any such
     Indebtedness or Acquired Indebtedness) occurred on the first day of the
     Four-Quarter Period.

     If the Issuer or any Restricted Subsidiary directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if the Issuer or
such Restricted Subsidiary had directly incurred or otherwise assumed such
guaranteed Indebtedness.

     In calculating Consolidated Interest Expense for purposes of determining
the denominator (but not the numerator) of the Consolidated Fixed Charge
Coverage Ratio:

          (1) interest on outstanding Indebtedness determined on a fluctuating
     basis as of the Transaction 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 this Indebtedness in effect on the
     Transaction Date;

          (2) if interest on any Indebtedness actually incurred on the
     Transaction 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 Transaction
     Date will be deemed to have been in effect during the Four-Quarter Period;
     and

          (3) notwithstanding clause (1) or (2) above, interest on Indebtedness
     determined on a fluctuating basis, to the extent such interest is covered
     by agreements with a term of at least one year after the Transaction Date
     relating to Hedging Obligations, shall be deemed to accrue at the rate per
     annum resulting after giving effect to the operation of these agreements.

     "Consolidated Income Tax Expense" for any period means the provision for
taxes of the Issuer and the Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

     "Consolidated Indebtedness" means, as of any date, the total Indebtedness
of the Issuer and the Restricted Subsidiaries as of such date, determined on a
consolidated basis.

     "Consolidated Interest Expense" for any period means the sum, without
duplication, of the total interest expense of the Issuer and the Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP and including, without duplication,

          (1) imputed interest on Capitalized Lease Obligations and Attributable
     Indebtedness,

          (2) commissions, discounts and other fees and charges owed with
     respect to letters of credit securing financial obligations, bankers'
     acceptance financing and receivables financings,

          (3) the net costs associated with Hedging Obligations,

          (4) amortization of debt issuance costs, debt discount or premium and
     other financing fees and expenses,

          (5) the interest portion of any deferred payment obligations,

                                        66


          (6) all other non-cash interest expense,

          (7) the product of (a) all dividend payments on any series of
     Disqualified Equity Interests of the Issuer or any Preferred Stock of any
     Restricted Subsidiary (other than any such Disqualified Equity Interests or
     any Preferred Stock held by the Issuer or a Wholly Owned Restricted
     Subsidiary), multiplied by (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 the Issuer and the
     Restricted Subsidiaries, expressed as a decimal,

          (8) all interest payable with respect to discontinued operations, and

          (9) all interest on any Indebtedness of any other Person guaranteed by
     the Issuer or any Restricted Subsidiary.

     "Consolidated Net Income" for any period means the net income (or loss) of
the Issuer and the Restricted Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; provided, however, that there shall
be excluded from such net income (to the extent otherwise included therein),
without duplication:

          (1) the net income (or loss) of any Person (other than a Restricted
     Subsidiary) in which any Person other than the Issuer and the Restricted
     Subsidiaries has an ownership interest, except to the extent that cash in
     an amount equal to any such income has actually been received by the Issuer
     or any of its Restricted Subsidiaries during such period;

          (2) except to the extent includible in the Consolidated Net Income of
     the Issuer pursuant to the foregoing clause (1), the net income (or loss)
     of any Person that accrued before the date that (a) such Person becomes a
     Restricted Subsidiary or is merged into or consolidated with the Issuer or
     any Restricted Subsidiary or (b) the assets of such Person are acquired by
     the Issuer or any Restricted Subsidiary;

          (3) the net income of any Restricted Subsidiary during such period to
     the extent that the declaration or payment of dividends or similar
     distributions by such Restricted Subsidiary of that income is not permitted
     by operation of the terms of its charter or any agreement, instrument,
     judgment, decree, order, statute, rule or governmental regulation
     applicable to that Subsidiary during such period;

          (4) for the purposes of calculating the Restricted Payments Basket
     only, in the case of a successor to the Issuer by consolidation, merger or
     transfer of its assets, any income (or loss) of the successor before such
     merger, consolidation or transfer of assets;

          (5) other than for purposes of calculating the Restricted Payments
     Basket, any gain (or loss), together with any related provisions for taxes
     on any such gain (or the tax effect of any such loss), realized during such
     period by the Issuer or any Restricted Subsidiary upon (a) the acquisition
     of any securities, or the extinguishment of any Indebtedness, of the Issuer
     or any Restricted Subsidiary or (b) any Asset Sale by the Issuer or any
     Restricted Subsidiary; and

          (6) other than for purposes of calculating the Restricted Payments
     Basket, any extraordinary gain (or extraordinary loss), together with any
     related provision for taxes on any such extraordinary gain (or the tax
     effect of any such extraordinary loss), realized by the Issuer or any
     Restricted Subsidiary during such period.

     In addition, any return of capital with respect to an Investment that
increased the Restricted Payments Basket pursuant to clause (3)(d) of the first
paragraph of the "Limitations on Restricted Payments" covenant or decreased the
amount of Investments outstanding pursuant to clause (12) of the definition of
"Permitted Investments" shall be excluded from Consolidated Net Income for
purposes of calculating the Restricted Payments Basket.

     "Consolidated Net Worth" means, with respect to any Person as of any date,
the consolidated stockholders' equity of such Person, determined on a
consolidated basis in accordance with GAAP, less (without duplication)

                                        67


          (1) any amounts thereof attributable to Disqualified Equity Interests
     of such Person or its Subsidiaries or any amount attributable to
     Unrestricted Subsidiaries; and

          (2) all marks to market (other than marks to market resulting from
     foreign currency translations and marks to market of tangible assets of a
     going concern business made within twelve months after the acquisition of
     such business) after the Issue Date in the book value of any asset owned by
     such Person or a Subsidiary of such Person.

     "Convertible Notes" means the Issuer's 6% Convertible Subordinated Notes
due 2004 and 5.9% Convertible Subordinated Notes due 2005.

     "Coverage Ratio Exception" has the meaning set forth in the proviso in the
first paragraph of the "Limitations on Additional Indebtedness" covenant.

     "Credit Facility" means the up to $80.0 million senior credit facility to
be entered into by the Issuer, including any notes, guarantees, collateral and
security documents, instruments and agreements executed in connection therewith
(including Hedging Obligations related to the Indebtedness incurred thereunder),
and in each case as amended or refinanced from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of borrowings or other
Indebtedness outstanding or available to be borrowed thereunder) all or any
portion of the Indebtedness under such agreements, and any successor or
replacement agreement or agreements with the same or any other agents, creditor,
lender or group of creditors or lenders.

     "Credit Facility Agreement" means the Credit and Security Agreement to be
entered into by the Issuer, the Guarantors, National City Bank of Kentucky and
the banks identified therein, with respect to the Credit Facility.

     "Custodian" means any receiver, Trustee, assignee, liquidator or similar
official under any Bankruptcy Law.

     "Default" means (1) any Event of Default or (2) any event, act or condition
that, after notice or the passage of time or both, would be an Event of Default.

     "Designation" has the meaning given to this term in the "Limitations on
Designation of Unrestricted Subsidiaries" covenant.

     "Designation Amount" has the meaning given to this term in "Limitations on
Designation of Unrestricted Subsidiaries" covenant.

     "Disqualified Equity Interests" of any Person means any Equity Interests of
such Person that, by their terms, or by the terms of any related agreement or of
any security into which they are convertible, puttable or exchangeable, are, or
upon the happening of any event or the passage of time would be, required to be
redeemed by such Person, whether or not at the option of the holder thereof, or
mature or are mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, in whole or in part, on or before the date which is 91 days after the
final maturity date of the Notes; provided, however, that any class of Equity
Interests of such Person that, by its terms, authorizes such Person to satisfy
in full its obligations with respect to the payment of dividends or upon
maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase
thereof or otherwise by the delivery of Equity Interests that are not
Disqualified Equity Interests, and that are not convertible, puttable or
exchangeable for Disqualified Equity Interests or Indebtedness, will not be
deemed to be Disqualified Equity Interests so long as such Person satisfies its
obligations with respect thereto solely by the delivery of Equity Interests that
are not Disqualified Equity Interests; provided further, however, that any
Equity Interests that would not constitute Disqualified Equity Interests but for
provisions thereof giving holders thereof (or the holders of any security into
or for which such Equity Interests are convertible, exchangeable or exercisable)
the right to require the Issuer to redeem such Equity Interests upon the
occurrence of a change in control occurring before the final maturity date of
the Notes shall not constitute Disqualified Equity Interests if the change in
control provisions applicable to such Equity Interests are no more favorable to
such holders than the provisions described under "Change of Control" above and
such Equity Interests specifically provide that the Issuer

                                        68


will not redeem any such Equity Interests pursuant to such provisions before the
Issuer's purchase of the Notes as required pursuant to the provisions described
under "Change of Control" above.

     "Domestic Subsidiary" means any Restricted Subsidiary organized under the
laws of the United States or any state of the United States or the District of
Columbia.

     "Equity Interests" of any Person means (1) any and all shares or other
equity interests (including common stock, Preferred Stock, limited liability
company interests and partnership interests) in such Person and (2) all rights
to purchase, warrants or options (whether or not currently exercisable),
participations or other equivalents of or interests in (however designated) such
shares or other interests in such Person.

     "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.

     "Fair Market Value" means, with respect to any asset, the price (after
taking into account any liabilities relating to such assets) that would be
negotiated in an arm's-length transaction for cash between a willing seller and
a willing and able buyer, neither of which is under any compulsion to complete
the transaction, as such price is determined in good faith by the Board of
Directors of the Issuer or a duly authorized committee thereof, as evidenced by
a resolution of such board or committee.

     "Foreign Subsidiary" means any Restricted Subsidiary that is not a Domestic
Subsidiary.

     "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 may be approved by a significant segment of the accounting
profession of the United States, as in effect on the Issue Date.

     "Guarantee" means a direct or indirect guarantee by any Person of any
Indebtedness of any other Person and includes any obligation, direct or
indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) Indebtedness of such
other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise); or (2) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part). "Guarantee," when used as a verb, and "guaranteed" have correlative
meanings.

     "Guarantors" means each Domestic Subsidiary of the Issuer on the Issue
Date, and each other Person that is required to become a Guarantor by the terms
of the Indenture after the Issue Date, in each case, until such Person is
released from its Note Guarantee.

     "Hedging Obligations" of any Person means the obligations of such Person
pursuant to (1) any interest rate swap agreement, interest rate collar agreement
or other similar agreement or arrangement designed to protect such Person
against fluctuations in interest rates, (2) agreements or arrangements designed
to protect such Person against fluctuations in foreign currency exchange rates
in the conduct of its operations, or (3) any forward contract, commodity swap
agreement, commodity option agreement or other similar agreement or arrangement
designed to protect such Person against fluctuations in commodity prices, in
each case entered into in the ordinary course of business for bona fide hedging
purposes and not for the purpose of speculation.

     "Holder" means any registered holder, from time to time, of the Notes.

     "Incur" means, with respect to any Indebtedness or Obligation, incur,
create, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to such Indebtedness or
Obligation; provided, however, that (1) the Indebtedness of a Person existing at
the time such Person became a Restricted Subsidiary or at the time such Person
merged with or into the Issuer or a Restricted Subsidiary shall be deemed to
have been incurred at such time and (2) neither the accrual of interest nor the
accretion of original issue discount shall be deemed to be an incurrence of
Indebtedness.

                                        69


     "Indebtedness" of any Person at any date means, without duplication:

          (1) all liabilities, contingent or otherwise, of such Person for
     borrowed money (whether or not the recourse of the lender is to the whole
     of the assets of such Person or only to a portion thereof);

          (2) all obligations of such Person evidenced by bonds, debentures,
     notes or other similar instruments;

          (3) all obligations of such Person in respect of letters of credit or
     other similar instruments (or reimbursement obligations with respect
     thereto);

          (4) all obligations of such Person to pay the deferred and unpaid
     purchase price of property or services, except trade payables and accrued
     expenses incurred by such Person in the ordinary course of business in
     connection with obtaining goods, materials or services;

          (5) the maximum fixed redemption or repurchase price of all
     Disqualified Equity Interests of such Person;

          (6) all Capitalized Lease Obligations of such Person;

          (7) all Indebtedness of others secured by a Lien on any asset of such
     Person, whether or not such Indebtedness is assumed by such Person;

          (8) all Indebtedness of others guaranteed by such Person to the extent
     of such guarantee; provided that Indebtedness of the Issuer or a Restricted
     Subsidiary that is guaranteed by the Issuer or another Restricted
     Subsidiary shall be counted only once in the calculation of the amount of
     Indebtedness of the Issuer and its Subsidiaries on a consolidated basis;

          (9) all Attributable Indebtedness;

          (10) to the extent not otherwise included in this definition, Hedging
     Obligations of such Person;

          (11) all obligations of such Person under conditional sale or other
     title retention agreements relating to assets purchased by such Person; and

          (12) the liquidation value of Preferred Stock of a Subsidiary of such
     Person issued and outstanding and held by any Person other than such Person
     (or one of its wholly-owned Subsidiaries or, if such Person is the Issuer,
     one of its Wholly-Owned Restricted Subsidiaries).

     The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above, the maximum liability of such Person for any such contingent obligations
at such date and, in the case of clause (7), the lesser of (a) the Fair Market
Value of any asset subject to a Lien securing the Indebtedness of others on the
date that the Lien attaches and (b) the amount of the Indebtedness secured. For
purposes of clause (5), the "maximum fixed redemption or repurchase price" of
any Disqualified Equity Interests that do not have a fixed redemption or
repurchase price shall be calculated in accordance with the terms of such
Disqualified Equity Interests as if such Disqualified Equity Interests were
redeemed on any date on which an amount of Indebtedness outstanding shall be
required to be determined pursuant to the Indenture.

     The Indenture will not restrict any Unrestricted Subsidiary from incurring
Indebtedness nor will Indebtedness of any Unrestricted Subsidiaries be included
in the Consolidated Fixed Charge Coverage Ratio, as long as the Unrestricted
Subsidiary incurring such Indebtedness remains an Unrestricted Subsidiary.

     "Independent Director" means a director of the Issuer who

          (1) is independent with respect to the transaction at issue;

          (2) does not have any material financial interest in the Issuer or any
     of its Affiliates (other than as a result of holding securities of the
     Issuer); and

          (3) has not and whose Affiliates or affiliated firm has not, at any
     time during the twelve months before the taking of any action hereunder,
     directly or indirectly, received, or entered into any understanding or
     agreement to receive, compensation, payment or other benefit, of any type
     or form, from the Issuer or any of its Affiliates in excess of $60,000,
     other than customary directors' fees for
                                        70


     serving on the Board of Directors of the Issuer or any Affiliate and
     reimbursement of out-of-pocket expenses for attendance at the Issuer's or
     Affiliate's board and board committee meetings.

     "Independent Financial Advisor" means an accounting, appraisal or
investment banking firm of nationally recognized standing that is, in the
reasonable judgment of the Issuer's Board of Directors, qualified to perform the
task for which it has been engaged and disinterested and independent with
respect to the Issuer and its Affiliates; provided, however, that the prior
rendering of service to the Issuer or an Affiliate of the Issuer shall not, by
itself, disqualify the advisor.

     "Initial Purchasers" means UBS Warburg LLC, Lehman Brothers Inc., Banc One
Capital Markets, Inc., U.S. Bancorp Piper Jaffray Inc., Jefferies & Company,
Inc. and First Analysis Securities Corporation.

     "Interest" means, with respect to the Notes, interest and Liquidated
Damages, if any, on the Notes.

     "Investments" of any Person means:

          (1) all direct or indirect investments by such Person in any other
     Person in the form of loans, advances or capital contributions or other
     credit extensions constituting Indebtedness of such other Person, and any
     guarantee of Indebtedness of any other Person;

          (2) all purchases (or other acquisitions for consideration) by such
     Person of Indebtedness, Equity Interests or other securities of any other
     Person;

          (3) all other items that would be classified as investments on a
     balance sheet of such Person prepared in accordance with GAAP; and

          (4) the Designation of any Subsidiary as an Unrestricted Subsidiary.

     Except as otherwise expressly specified in this definition, the amount of
any Investment (other than an Investment made in cash) shall be the Fair Market
Value thereof on the date such Investment is made. The amount of Investment
pursuant to clause (4) shall be the Designation Amount determined in accordance
with the covenant described under the "Limitations on Designation of
Unrestricted Subsidiaries" covenant. If the Issuer or any Subsidiary sells or
otherwise disposes of any Equity Interests of any direct or indirect Subsidiary
such that, after giving effect to any such sale or disposition, such Person is
no longer a Subsidiary, the Issuer shall be deemed to have made an Investment on
the date of any such sale or other disposition equal to the Fair Market Value of
the Equity Interests of and all other Investments in such Subsidiary not sold or
disposed of, which amount shall be determined by the Board of Directors of the
Issuer. Notwithstanding the foregoing, redemptions of Equity Interests of the
Issuer shall be deemed not to be Investments.

     "Issue Date" means the date on which the Notes are originally issued.

     "Lien" means, with respect to any asset, any mortgage, deed of trust, lien
(statutory or other), pledge, lease, easement, restriction, covenant, charge,
security interest or other encumbrance of any kind or nature 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, and any
lease in the nature thereof, any option or other agreement to sell, and any
filing of, or agreement to give, any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction (other than
cautionary filings in respect of operating leases).

     "Liquidated Damages" has the meaning set forth in the Registration Rights
Agreement.

     "Net Available Proceeds" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents, net of

          (1) brokerage commissions and other fees and expenses (including fees
     and expenses of legal counsel, accountants and investment banks) of such
     Asset Sale;

          (2) provisions for taxes payable as a result of such Asset Sale (after
     taking into account any available tax credits or deductions and any tax
     sharing arrangements);

                                        71


          (3) amounts required to be paid to any Person (other than the Issuer
     or any Restricted Subsidiary) owning a beneficial interest in the assets
     subject to the Asset Sale or having a Lien thereon;

          (4) payments of unassumed liabilities (not constituting Indebtedness)
     relating to the assets sold at the time of, or within 30 days after the
     date of, such Asset Sale; and

          (5) appropriate amounts to be provided by the Issuer or any Restricted
     Subsidiary, as the case may be, as a reserve required in accordance with
     GAAP against any liabilities associated with such Asset Sale and retained
     by the Issuer or any Restricted Subsidiary, as the case may be, after such
     Asset Sale, including pensions and other post-employment benefit
     liabilities, liabilities related to environmental matters and liabilities
     under any indemnification obligations associated with such Asset Sale, all
     as reflected in an Officers' Certificate delivered to the Trustee;
     provided, however,that any amounts remaining after adjustments,
     revaluations or liquidations of such reserves shall constitute Net
     Available Proceeds.

     "Obligation" means any principal, interest, penalties, fees,
indemnification, reimbursements, costs, expenses, damages and other liabilities
payable under the documentation governing any Indebtedness.

     "Officer" means any of the following of the Issuer: the Chairman of the
Board of Directors, the Chief Executive Officer, the Chief Financial Officer,
the President, any Vice President, the Treasurer or the Secretary.

     "Officers' Certificate" means a certificate signed by two Officers.

     "Pari Passu Indebtedness" means any Indebtedness of the Issuer or any
Guarantor that ranks pari passu as to payment with the Notes or the Note
Guarantees, as applicable.

     "Permitted Business" means the businesses engaged in by the Issuer and its
Subsidiaries on the Issue Date as described in this offering memorandum and
businesses that are reasonably related thereto or reasonable extensions thereof
within the health care and youth services industries.

     "Permitted Investments" means:

          (1) Investments by the Issuer or any Restricted Subsidiary in (a) any
     Restricted Subsidiary or (b) in any Person that is or will become
     immediately after such Investment a Restricted Subsidiary or that will
     merge or consolidate into the Issuer or a Restricted Subsidiary;

          (2) Investments in the Issuer by any Restricted Subsidiary;

          (3) loans and advances to directors, employees and officers of the
     Issuer and the Restricted Subsidiaries for bona fide business purposes and
     to purchase Equity Interests of the Issuer not in excess of $2.0 million at
     any one time outstanding;

          (4) Hedging Obligations incurred pursuant to clause (4) of the second
     paragraph under the "Limitations on Additional Indebtedness'covenant;

          (5) Cash Equivalents;

          (6) receivables owing to the Issuer or any Restricted Subsidiary if
     created or acquired in the ordinary course of business and payable or
     dischargeable in accordance with customary trade terms; provided, however,
     that such trade terms may include such concessionary trade terms as the
     Issuer or any such Restricted Subsidiary deems reasonable under the
     circumstances;

          (7) Investments in securities of trade creditors or customers received
     pursuant to any plan of reorganization or similar arrangement upon the
     bankruptcy or insolvency of such trade creditors or customers;

          (8) Investments made by the Issuer or any Restricted Subsidiary as a
     result of consideration received in connection with an Asset Sale made in
     compliance with the "Limitations on Asset Sales" covenant;

          (9) lease, utility and other similar deposits in the ordinary course
     of business;

                                        72


          (10) stock, obligations or securities received in settlement of debts
     created in the ordinary course of business and owing to the Issuer or any
     Restricted Subsidiary or in satisfaction of judgments;

          (11) Investments in existence on the Issue Date; and

          (12) other Investments in an aggregate amount not to exceed $10.0
     million at any one time outstanding (with each Investment being valued as
     of the date made and without regard to subsequent changes in value).

     The amount of Investments outstanding at any time pursuant to clause (12)
above shall be deemed to be reduced:

             (a) upon the disposition or repayment of or return on any
        Investment made pursuant to clause (12) above, by an amount equal to the
        return of capital with respect to such Investment to the Issuer or any
        Restricted Subsidiary (to the extent not included in the computation of
        Consolidated Net Income), less the cost of the disposition of such
        Investment and net of taxes; and

             (b) upon a Redesignation of an Unrestricted Subsidiary as a
        Restricted Subsidiary, by an amount equal to the lesser of (x) the Fair
        Market Value of the Issuer's proportionate interest in such Subsidiary
        immediately following such Redesignation, and (y) the aggregate amount
        of Investments in such Subsidiary that increased (and did not previously
        decrease) the amount of Investments outstanding pursuant to clause (12)
        above.

     "Permitted Liens" means the following types of Liens:

          (1) (a) 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 and

             (b) Liens for taxes, assessments or governmental charges or claims,
        in either case, for sums not yet delinquent or being contested in good
        faith, if such reserve or other appropriate provision, if any, as shall
        be required by GAAP shall have been made in respect thereof;

          (2) Liens incurred or deposits made in the ordinary course of business
     in connection with workers' compensation, unemployment insurance and other
     types of social security, or to secure the performance of tenders,
     statutory obligations, surety and appeal bonds, bids, leases, government
     contracts, performance and return-of-money bonds and other similar
     obligations (exclusive of obligations for the payment of borrowed money);

          (3) 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;

          (4) Liens securing reimbursement obligations with respect to
     commercial letters of credit which encumber documents and other assets
     relating to such letters of credit and products and proceeds thereof;

          (5) Liens encumbering deposits made to secure obligations arising from
     statutory, regulatory, contractual or warranty requirements of the Issuer
     or any Restricted Subsidiary, including rights of offset and setoff;

          (6) bankers' Liens, rights of setoff 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, in each
     case granted in the ordinary course of business in favor of the bank or
     banks with which such accounts are maintained, securing amounts owing to
     such bank with respect to cash management and operating account
     arrangements, including those involving pooled accounts and netting
     arrangements; provided, however, that in no case shall any such Liens
     secure (either directly or indirectly) the repayment of any Indebtedness;

          (7) leases or subleases (or any Liens related thereto) granted to
     others that do not materially interfere with the ordinary course of
     business of the Issuer or any Restricted Subsidiary;

                                        73


          (8) Liens arising from filing Uniform Commercial Code financing
     statements regarding leases;

          (9) Liens securing all of the Notes and Liens securing any Note
     Guarantee;

          (10) Liens existing on the Issue Date securing Indebtedness
     outstanding on the Issue Date and Liens securing Refinancing Indebtedness,
     provided that such Liens do not extend to or cover any assets or property
     other than the collateral securing the Indebtedness to be refinanced, or
     Liens securing Refinancing Indebtedness with respect to Indebtedness
     incurred pursuant to clause (2) of the definition of "Permitted
     Indebtedness;"

          (11) Liens in favor of the Issuer or a Guarantor;

          (12) Liens securing Indebtedness of up to $100.0 million incurred
     pursuant to clause (1) of the "Limitations on Additional Indebtedness"
     covenant;

          (13) Liens securing Permitted Unrestricted Subsidiary Indebtedness
     permitted to be incurred under the Indenture;

          (14) Liens securing Purchase Money Indebtedness permitted to be
     incurred under the Indenture; provided, however, that such Liens apply only
     to the property acquired, constructed or improved with the proceeds of such
     Purchase Money Indebtedness within 90 days after the incurrence of such
     Purchase Money Indebtedness;

          (15) Liens securing Acquired Indebtedness permitted to be incurred
     under the Indenture; provided, however, that the Liens do not extend to
     assets not subject to such Lien at the time of acquisition (other than
     improvements thereon) and are no more favorable to the holders of such
     Liens than those securing such Acquired Indebtedness before the incurrence
     of such Acquired Indebtedness by the Issuer or a Restricted Subsidiary;

          (16) Liens on assets of a Person existing at the time such Person is
     acquired or merged with or into or consolidated with the Issuer or any such
     Restricted Subsidiary (and not created in anticipation or contemplation
     thereof);

          (17) Liens to secure Attributable Indebtedness permitted to be
     incurred under the Indenture; provided, however, that any such Lien shall
     not extend to or cover any assets of the Issuer or any Restricted
     Subsidiary other than the assets which are the subject of the Sale and
     Leaseback Transaction in which the Attributable Indebtedness is incurred;

          (18) attachment or judgment Liens not giving rise to a Default and
     which are being contested in good faith by appropriate proceedings;

          (19) easements, rights-of-way, restrictions and other similar charges
     or encumbrances not materially interfering with the ordinary course of
     business of the Issuer and its Subsidiaries;

          (20) zoning restrictions, licenses, restrictions on the use of real
     property or minor irregularities in title thereto, which do not materially
     impair the use of such real property in the ordinary course of business of
     the Issuer and its Subsidiaries or the value of such real property for the
     purpose of such business;

          (21) any option, contract or other agreement to sell an asset;
     provided, however, such sale is not otherwise prohibited under the
     Indenture; and

          (22) Liens, other than those described in (1) through (21) above,
     incurred in the ordinary course of business of the Issuer or any Restricted
     Subsidiary with respect to obligations that do not exceed $10.0 million at
     any one time outstanding.

     "Permitted Unrestricted Subsidiary Debt" means Indebtedness of an
Unrestricted Subsidiary:

          (1) as to which neither the Issuer nor any Restricted Subsidiary (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;

          (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

                                        74


     or both any holder of any other Indebtedness (other than the Notes) of the
     Issuer or any Restricted Subsidiary to declare a default on the other
     Indebtedness or cause the payment thereof to be accelerated or payable
     before its stated maturity; and

          (3) as to which the lenders have been notified in writing that they
     will not have any recourse to the Equity Interests or assets of the Issuer
     or any Restricted Subsidiary.

     "Person" means any individual, corporation, partnership, limited liability
company, joint venture, incorporated or unincorporated association, joint-stock
company, trust, unincorporated organization or government or other agency or
political subdivision thereof or other entity of any kind.

     "Plan of Liquidation" with respect to any Person, means a plan that
provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously, in phases or
otherwise): (1) the sale, lease, conveyance or other disposition of all or
substantially all of the assets of such Person otherwise than as an entirety or
substantially as an entirety; and (2) the distribution of all or substantially
all of the proceeds of such sale, lease, conveyance or other disposition of all
or substantially all of the remaining assets of such Person to creditors and
holders of Equity Interests of such Person.

     "Preferred Stock" means, with respect to any Person, any and all preferred
or preference stock or other Equity Interests (however designated) of such
Person whether now outstanding or issued after the Issue Date.

     "Principal" means, with respect to the Notes, the principal of, and
premium, if any, on the Notes.

     "Purchase Money Indebtedness" means Indebtedness, including Capitalized
Lease Obligations, of the Issuer or any Restricted Subsidiary incurred for the
purpose of financing all or any part of the purchase price of property, plant or
equipment used in the business of the Issuer or any Restricted Subsidiary or the
cost of installation, construction or improvement thereof; provided, however,
that (1) the amount of such Indebtedness shall not exceed such purchase price or
cost, (2) such Indebtedness shall not be secured by any asset other than the
specified asset being financed or, in the case of real property or fixtures,
including additions and improvements, the real property to which such asset is
attached and (3) such Indebtedness shall be incurred within 90 days after such
acquisition of such asset by the Issuer or such Restricted Subsidiary or such
installation, construction or improvement.

     "Qualified Equity Interests" means Equity Interests of the Issuer other
than Disqualified Equity Interests; provided, however, that such Equity
Interests shall not be deemed Qualified Equity Interests to the extent sold or
owed to a Subsidiary of the Issuer or financed, directly or indirectly, using
funds (1) borrowed from the Issuer or any Subsidiary of the Issuer until and to
the extent such borrowing is repaid or (2) contributed, extended, guaranteed or
advanced by the Issuer or any Subsidiary of the Issuer (including, without
limitation, in respect of any employee stock ownership or benefit plan).

     "Qualified Equity Offering" means the issuance and sale of Qualified Equity
Interests of the Issuer to Persons other than any Person who is not, before such
issuance and sale, an Affiliate of the Issuer.

     "Redeem" means to redeem, repurchase, purchase, defease, retire, discharge
or otherwise acquire or retire for value; and "redemption" shall have a
correlative meaning.

     "Redesignation" has the meaning given to such term in the "Limitations on
Designation of Unrestricted Subsidiaries" covenant.

     "Refinance" means to refinance, repay, prepay, replace, renew or refund.

     "Refinancing Indebtedness" means Indebtedness of the Issuer or a Restricted
Subsidiary issued in exchange for, or the proceeds from the issuance and sale or
disbursement of which are used substantially concurrently to redeem or refinance
in whole or in part, or constituting an amendment of, any Indebtedness of the
Issuer or any Restricted Subsidiary (the "Refinanced Indebtedness") in a
principal amount not in excess of the principal amount of the Refinanced
Indebtedness so repaid or amended (plus the amount of any premium paid and the
amount of reasonable expenses incurred by the Issuer or any Restricted
Subsidiary in connection with such repayment or amendment) (or, if such
Refinancing Indebtedness refinances Indebtedness under a revolving credit
facility or other agreement providing a
                                        75


commitment for subsequent borrowings, with a maximum commitment not to exceed
the maximum commitment under such revolving credit facility or other agreement);
provided, however,that:

          (1) other than with respect to the Convertible Notes, if the
     Refinanced Indebtedness was subordinated to or pari passu with the Notes or
     the Note Guarantees, as the case may be, then such Refinancing
     Indebtedness, by its terms, is expressly pari passu with (in the case of
     Refinanced Indebtedness that was pari passu with) or subordinate in right
     of payment to (in the case of Refinanced Indebtedness that was subordinated
     to) the Notes or the Note Guarantees, as the case may be, at least to the
     same extent as the Refinanced Indebtedness;

          (2) the Refinancing Indebtedness is scheduled to mature either (a) no
     earlier than the Refinanced Indebtedness being repaid or amended or (b)
     after the maturity date of the Notes;

          (3) the portion, if any, of the Refinancing Indebtedness that is
     scheduled to mature on or before the maturity date of the Notes has a
     Weighted Average Life to Maturity at the time such Refinancing Indebtedness
     is incurred that is equal to or greater than the Weighted Average Life to
     Maturity of the portion of the Refinanced Indebtedness being repaid that is
     scheduled to mature on or before the maturity date of the Notes; and

          (4) the Refinancing Indebtedness is secured only to the extent, if at
     all, and by the assets, that the Refinanced Indebtedness being repaid,
     extended or amended is secured.

     "Registration Rights Agreement" means the Registration Rights Agreement
dated as of November 15, 2001, among the Issuer, the Guarantors and the Initial
Purchasers.

     "Replacement Assets" means any properties or assets used or useful in a
Permitted Business.

     "Restricted Payment" means any of the following:

          (1) the declaration or payment of any dividend or any other
     distribution on Equity Interests of the Issuer or any Restricted Subsidiary
     or any payment made to the direct or indirect holders (in their capacities
     as such) of Equity Interests of the Issuer or any Restricted Subsidiary,
     including, without limitation, any payment in connection with any merger or
     consolidation involving the Issuer, but excluding (a) dividends or
     distributions payable solely in Qualified Equity Interests and (b) in the
     case of Restricted Subsidiaries, dividends or distributions payable to the
     Issuer or to a Restricted Subsidiary and pro rata dividends or
     distributions payable to minority stockholders of any Restricted
     Subsidiary;

          (2) the redemption of any Equity Interests of the Issuer or any
     Restricted Subsidiary, including, without limitation, any payment in
     connection with any merger or consolidation involving the Issuer, but
     excluding any such Equity Interests held by the Issuer or any Restricted
     Subsidiary;

          (3) any Investment other than a Permitted Investment; or

          (4) any redemption before the scheduled maturity or before any
     scheduled repayment of principal or sinking fund payment, as the case may
     be, in respect of Subordinated Indebtedness.

     "Restricted Payments Basket" has the meaning given to such term in the
first paragraph of the "Limitations on Restricted Payments" covenant.

     "Restricted Subsidiary" means any Subsidiary of the Issuer other than an
Unrestricted Subsidiary.

     "Sale and Leaseback Transaction" means, with respect to any Person, an
arrangement with any bank, insurance company or other lender or investor or to
which such lender or investor is a party, providing for the leasing by such
Person of any asset of such Person which has been or is being sold or
transferred by such Person to such lender or investor or to any Person to whom
funds have been or are to be advanced by such lender or investor on the security
of such asset.

     "SEC" means the U.S. Securities and Exchange Commission.

     "Secretary's Certificate" means a certificate signed by the Secretary of
the Issuer.

     "Securities Act" means the U.S. Securities Act of 1933, as amended.

                                        76


     "Subordinated Indebtedness" means Indebtedness of the Issuer or any
Guarantor that is subordinated in right of payment to the Notes or the Note
Guarantees, respectively.

     "Subsidiary" means, with respect to any Person:

          (1) any corporation, limited liability company, association or other
     business entity of which more than 50% of the total voting power of the
     Equity Interests entitled (without regard to the occurrence of any
     contingency) to vote in the election of the Board of Directors thereof are
     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).

     Unless otherwise specified, "Subsidiary" refers to a Subsidiary of the
Issuer.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

     "Unrestricted Subsidiary" means (1) any Subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors of the Issuer in accordance with the "Limitations on Designation of
Unrestricted Subsidiaries" covenant and (2) any Subsidiary of an Unrestricted
Subsidiary.

     "U.S. Government Obligations" means direct non-callable 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.

     "Voting Stock" with respect to any Person, means securities of any class of
Equity Interests of such Person entitling the holders thereof (whether at all
times or only so long as no senior class of stock or other relevant Equity
Interest has voting power by reason of any contingency) to vote in the election
of members of the Board of Directors of such Person.

     "Weighted Average Life to Maturity" when applied to any Indebtedness at any
date, means 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 payment 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.

     "Wholly-Owned Restricted Subsidiary" means a Restricted Subsidiary of which
100% of the Equity Interests (except for directors' qualifying shares or certain
minority interests owned by other Persons solely due to local law requirements
that there be more than one stockholder, but which interest is not in excess of
what is required for such purpose) are owned directly by the Issuer or through
one or more Wholly-Owned Restricted Subsidiaries.

BOOK-ENTRY, DELIVERY AND FORM

     The Notes will be represented by one or more global notes in definitive
form ("Global Notes"). The Global Notes will be deposited on the Issue Date
with, or on behalf of, the Depository Trust Company ("DTC") and registered in
the name of Cede & Co., as nominee of DTC (such nominee being referred to herein
as the "Global Note Holder"). DTC will maintain the Notes in denominations of
$1,000 and integral multiples thereof through its book-entry facilities.

     DTC has advised the Issuer as follows:

     DTC is a limited-purpose trust company that was created to hold securities
for its participating organizations, including the Euroclear System and
Clearstream Banking, Societe Anonyme, Luxembourg (collectively, the
"Participants" or the "Depositary's Participants"), and to facilitate the
clearance and settlement of transactions in these securities between
Participants through electronic book-entry changes in accounts of its
Participants. The Depositary's Participants include securities brokers and
dealers (including the Initial Purchasers), banks and trust companies, clearing
corporations and certain other organizations.
                                        77


Access to DTC's system is also available to other entities such as banks,
brokers, dealers and trust companies (collectively, the "Indirect Participants"
or the "Depositary's Indirect Participants") that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly.
Persons who are not Participants may beneficially own securities held by or on
behalf of DTC only through the Depositary's Participants or the Depositary's
Indirect Participants. Pursuant to procedures established by DTC, ownership of
the Notes will be shown on, and the transfer of ownership thereof will be
effected only through, records maintained by DTC (with respect to the interests
of the Depositary's Participants) and the records of the Depositary's
Participants (with respect to the interests of the Depositary's Indirect
Participants).

     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 the Notes will be limited to such extent.

     So long as the Global Note Holder is the registered owner of any Notes, the
Global Note Holder will be considered the sole holder of outstanding Notes
represented by such Global Notes under the Indenture. Except as provided below,
owners of Notes will not be entitled to have Notes registered in their names and
will not be considered the owners or holders thereof under the Indenture for any
purpose, including with respect to the giving of any directions, instructions,
or approvals to the Trustee thereunder. None of the Issuer, the Guarantors or
the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of Notes by DTC, or for
maintaining, supervising or reviewing any records of DTC relating to such Notes.

     Payments in respect of the principal of, premium, if any, and interest on
any Notes registered in the name of a Global Note Holder on the applicable
record date will be payable by the Trustee to or at the direction of such Global
Note Holder in its capacity as the registered holder under the Indenture. Under
the terms of the Indenture, the Issuer and the Trustee may treat the Persons in
whose names any Notes, including the Global Notes, are registered as the owners
thereof for the purpose of receiving such payments and for any and all other
purposes whatsoever. Consequently, neither the Issuer nor the Trustee has or
will have any responsibility or liability for the payment of such amounts to
beneficial owners of Notes (including principal, premium, if any, and interest).
The Issuer believes, however, that it is currently the policy of DTC to
immediately credit the accounts of the relevant Participants with such payments,
in amounts proportionate to their respective beneficial interests in the
relevant security as shown on the records of DTC. Payments by the Depositary's
Participants and the Depositary's Indirect Participants to the beneficial owners
of Notes will be governed by standing instructions and customary practice and
will be the responsibility of the Depositary's Participants or the Depositary's
Indirect Participants.

     Subject to certain conditions, any Person having a beneficial interest in
the Global Notes may, upon request to the Trustee and confirmation of such
beneficial interest by the Depositary or its Participants or Indirect
Participants, exchange such beneficial interest for Notes in definitive form.
Upon any such issuance, the Trustee is required to register such Notes in the
name of and cause the same to be delivered to, such Person or Persons (or the
nominee of any thereof). Such Notes would be issued in fully registered form and
would be subject to the legal requirements described in this prospectus. In
addition, if (1) the Issuer notifies the Trustee in writing that DTC is no
longer willing or able to act as a depositary and the Issuer is unable to locate
a qualified successor within 90 days or (2) the Issuer, at its option, notifies
the Trustee in writing that it elects to cause the issuance of Notes in
definitive form under the Indenture, then, upon surrender by the relevant Global
Note Holder of its Global Note, Notes in such form will be issued to each Person
that such Global Note Holder and DTC identifies as being the beneficial owner of
the related Notes.

     Neither the Issuer nor the Trustee will be liable for any delay by the
Global Note Holder or DTC in identifying the beneficial owners of Notes and the
Issuer and the Trustee may conclusively rely on, and will be protected in
relying on, instructions from the Global Note Holder or DTC for all purposes.

     The information in this section concerning DTC and its book-entry systems
has been obtained from sources that the Issuer believes to be reliable, but the
Issuer takes no responsibility for the accuracy thereof.
                                        78


                              REGISTRATION RIGHTS

     This section is a summary and it does not describe every aspect of the
Registration Rights Agreement. We urge you to read the entire Registration
Rights Agreement because it, and not this description, defines your rights as
Holders of the Notes.

     ResCare, the Guarantors and the Initial Purchasers entered into the
registration rights agreement in connection with the private offering of the old
notes. Pursuant to the registration rights agreement, ResCare and the Guarantors
agreed to file with the SEC the exchange offer registration statement on the
appropriate form under the Securities Act with respect to the exchange notes.
Pursuant to the registration rights agreement, ResCare and the Guarantors are
offering to holders of transfer restricted securities who are able to make
certain representations the opportunity to exchange their transfer restricted
securities for exchange notes.

     If any changes in applicable law or the applicable interpretations of the
staff of the SEC do not permit us to effect the exchange offer, or if for any
reason the exchange offer is not completed within 180 days following the Issue
Date, or if any Holder of the Notes, other than the initial purchaser, is not
eligible to participate in the exchange offer, or upon the request of the
initial purchaser under the specified circumstances, we will, at our cost:

     - as promptly as practicable, file a shelf registration statement covering
       resales of the Notes or Exchange Notes, as applicable;

     - use our reasonable best efforts to cause the shelf registration statement
       to be declared effective under the Securities Act within 90 days after
       the shelf registration is filed with the SEC; and

     - use our reasonable best efforts to keep the shelf registration effective
       until two years after the Issue Date or such shorter period ending when
       all of the registrable Notes covered by the registration statement have
       been sold as contemplated by the registration statement.

     If we file a shelf registration statement, we will provide to each Holder
of the Notes copies of the prospectus that is a part of the shelf registration
statement, notify each Holder when the shelf registration statement for the
Notes has become effective and take other actions as are required to permit
unrestricted resales of the Notes. A Holder of Notes that sells the Notes
pursuant to the shelf registration statement generally will be:

     - required to be named as a selling security holder in the related
       prospectus and deliver a prospectus to purchasers;

     - subject to certain of the civil liability provisions under the Securities
       Act in connection with the sales; and

     - bound by the provisions of the registration rights agreement that are
       applicable to such a holder, including indemnification obligations.

     In addition, each Holder of the Notes will be required to deliver
information to be used in connection with the shelf registration statement and
to provide any comments on the shelf registration statement within the time
periods described in the registration rights agreement in order to have their
Notes included in the shelf registration statement and to benefit from the
provisions regarding Liquidated Damages described in the following paragraph.

     If any of the following occurs:

          (1) the exchange offer registration statement is not filed with the
     SEC on or before the 90th calendar day following the Issue Date or, if that
     day is not a business day, then the next day that is a business day;

          (2) the exchange offer registration statement is not declared
     effective on or before the 150th calendar day following the Issue Date or,
     if that day is not a business day, then the next day that is a business
     day;

                                        79


          (3) the exchange offer is not completed or the shelf registration
     statement is not declared effective, in either case, on or before the 180th
     calendar day following the Issue Date or, if that day is not a business
     day, then the next day that is a business day; or

          (4) the shelf registration statement is required to be filed but is
     not declared effective within the time period required by the registration
     rights agreement or is declared effective but thereafter ceases to be
     effective or usable (subject to certain exceptions) (each event referred to
     in clauses 1 through 4 above, a "registration default");

the interest rate borne by the Notes will be increased by 0.25% per annum over
the stated rate for the Notes upon the occurrence of a registration default.
This rate will continue to increase by 0.25% for each 90-day period that the
Liquidated Damages (as defined below) continue to accrue under any such
circumstance. However, the maximum total increase in the interest rate will in
no event exceed one percent (1.00%) per year.

     We refer to this increase in the interest rate on the Notes as "Liquidated
Damages." Such interest is payable in addition to any other interest payable
from time to time with respect to the Notes and the Exchange Notes in cash on
each interest payment date to the Holders of record for such interest payment
date. After the cure of registration defaults, the accrual of Liquidated Damage
will stop and the interest rate will revert to the original rate.

     Under certain circumstances, we may delay the filing or the effectiveness
of the exchange offer or the shelf registration and will not be required to
maintain its effectiveness or amend or supplement it for a period of up to 60
days during any 12-month period. Any delay period will not alter our obligation
to pay Liquidated Damages with respect to a registration default.

     All notices relating to the exchange offer will be published in accordance
with the provisions in the Indenture for notices to Holders. Notices shall be
given to declare the start of the exchange period and details of the conditions
of exchange and to announce the result of the exchange offer.

     As described elsewhere in this prospectus, holders of old notes are
required to make certain representations to us in order to participate in the
exchange offer and will be required to deliver certain information to be used in
connection with any shelf registration statement within the time period set
forth in the registration rights agreement in order to have their old notes
included in any shelf registration statement and benefit from the provisions
regarding liquidated damages set forth above. By acquiring transfer restricted
securities, a holder will be deemed to have agreed to indemnify us and the
Guarantors against certain losses arising out of information furnished by such
holder in writing for inclusion in any shelf registration statement. Holders of
old notes will also be required to suspend their use of the prospectus included
in the shelf registration statement under certain circumstances upon receipt of
written notice to that effect from us.

                                        80


                UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The following is a summary of the principal United States federal income
tax consequences of the exchange, as well as the ownership and disposition of
the notes to purchasers and beneficial owners of notes who are United States
Holders (as defined below) and the principal United States federal income and
estate tax consequences of the exchange, as well as the ownership and
disposition of the notes to purchasers and beneficial owners of notes who are
Foreign Holders (as defined below). This discussion is based on currently
existing provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury regulations promulgated thereunder, and administrative and
judicial interpretations thereof, all as in effect on the date hereof and all of
which are subject to change, possibly with retroactive effect, or different
interpretations. This discussion is limited to purchasers of notes who hold the
notes as capital assets, within the meaning of section 1221 of the Code. This
discussion does not address the tax consequences to Foreign Holders that are
subject to United States federal income tax on a net basis on income realized
with respect to a note because such income is effectively connected with the
conduct of a U.S. trade or business. Such Foreign Holders are generally taxed in
a similar manner to United States Holders, but certain special rules apply. This
discussion does not address the tax consequences to persons who hold the notes
through a partnership or similar pass-through entity. Moreover, this discussion
is for general information only and does not address all of the tax consequences
that may be relevant to particular purchasers of notes in light of their
personal circumstances or to certain types of purchasers (such as certain
financial institutions, insurance companies, tax-exempt entities, dealers in
securities, former citizens and long-term residents of the United States or
persons who have hedged the risk of owning a note) or the effect of any
applicable state, local or foreign tax laws.

     You are urged to consult your own tax advisors as to the particular tax
consequences to you of the purchase, ownership and disposition of the notes,
including the applicability of any federal tax laws or any state, local or
foreign tax laws, and any changes (or proposed changes) in applicable tax laws
or interpretations thereof.

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE

     The exchange of old notes for the exchange notes in the exchange offer will
not be treated as an "exchange" for federal income tax purposes because the
exchange notes do not differ materially in kind or extent from the old notes.
Accordingly:

     - holders will not recognize taxable gain or loss upon the receipt of the
       exchange notes in exchange for old notes in the exchange offer;

     - the holding period for an exchange note received in the exchange offer
       will include the holding period of the old note surrendered in exchange
       therefor; and

     - the adjusted tax basis of an exchange note immediately after the exchange
       will be the same as the adjusted tax basis of the old note surrendered in
       exchange therefor.

UNITED STATES FEDERAL INCOME TAXATION OF UNITED STATES HOLDERS

     As used herein, the term "United States Holder" means a holder of a note
that is, for United States federal income tax purposes, (a) a citizen or
resident of the United States, (b) a corporation or other entity (other than a
pass-through entity, e.g., partnership, limited liability company,
S-corporation, estate or trust) created or organized in or under the laws of the
United States or any political subdivision thereof, (c) an estate the income of
which is subject to United States federal income taxation regardless of source
or (d) a trust if (i) a U.S. court is able to exercise primary supervision over
the administration of the trust and one or more U.S. persons have authority to
control all substantial decisions of the trust or (ii) the trust has elected to
be treated as a United States Holder pursuant to applicable Treasury
regulations.

  PAYMENT OF INTEREST

     A United States Holder will be required to include in gross income interest
on a note at the time that such interest accrues or is received, in accordance
with the United States Holder's regular method of accounting for United States
federal income tax purposes.

                                        81


  MARKET DISCOUNT

     Under the market discount rules, if a United States Holder of a note (other
than a Holder who purchased the note upon original issuance) purchases the note
at a market discount (i.e., at a price below its stated principal amount) in
excess of a statutorily-defined de minimis amount and thereafter recognizes gain
upon a disposition or retirement of the note, then the lesser of the gain
recognized or the portion of the market discount that accrued on a ratable basis
(or, if elected, on a constant interest rate basis) generally will be treated as
ordinary income at the time of the disposition. Moreover, any market discount in
a note may be taxable to a United States Holder to the extent of appreciation in
the value of the note at the time of certain otherwise nontaxable transactions
(e.g., gifts). Absent an election to include market discount in income as it
accrues, a United States Holder of a market discount note 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 such note until the
United States Holder disposes of the note in a taxable transaction.

     Any market discount will be considered to accrue ratably during the period
from the date of acquisition to the maturity date of the note, unless the United
States Holder elects to accrue on a constant interest method. A United States
Holder may elect to include market discount in income currently as it accrues
(on either a ratable or constant interest method), in which case the rule
described above regarding deferral of interest deductions will not apply. This
election to include market discount in income currently, once made, applies to
all market discount obligations acquired after the first taxable year to which
the election applies and may not be revoked without the consent of the Internal
Revenue Service ("IRS").

  AMORTIZABLE BOND PREMIUM

     A United States Holder that purchases a note for an amount in excess of the
principal amount will be considered to have purchased the note at a "premium,"
equal to such excess, and may elect to amortize the premium over the remaining
term of the note on a constant yield method. However, if the note is purchased
at a time when the note may be optionally redeemed by the issuer for an amount
that is in excess of its principal amount, special rules may apply that could
result in a deferral of the amortization of bond premium until later in the term
of the note. The amount amortized in any year will be treated as a reduction of
the United States Holder's interest income from the note. A United States Holder
that elects to amortize bond premium must reduce its tax basis in the note by
the premium amortized. Bond premium on a note held by a United States Holder
that does not make such election will decrease the gain or increase the loss
otherwise recognized on disposition of the note. The election to amortize
premium on a constant yield method, once made, applies to all debt obligations
held or subsequently acquired by the electing United States Holder on or after
the first day of the first taxable year to which the election applies and may
not be revoked without the consent of the IRS.

  SALE, EXCHANGE OR RETIREMENT OF THE NOTES

     Upon the sale, exchange, redemption, retirement at maturity or other
disposition of a note, a United States Holder generally will recognize taxable
gain or loss equal to the difference between the sum of cash plus the fair
market value of all other property received on such disposition (except to the
extent such cash or property is attributable to accrued interest not previously
included in income, which amount will be taxable as ordinary income) and such
United States Holder's adjusted tax basis in the note. A United States Holder's
adjusted tax basis in a note generally will equal the cost of the note to such
United States Holder, decreased by the amount of any payments (other than
interest) received by such United States Holder.

     Gain or loss recognized on the disposition of a note generally will be
capital gain or loss (subject to the market discount rules discussed above) and
will be long-term capital gain or loss if, at the time of such disposition, the
United States Holder's holding period for the note is more than one year. The
deduction of capital losses is subject to certain limitations. United States
Holders of notes should consult tax advisors regarding the treatment of capital
gains and losses.

                                        82


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

     NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION TO OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU
MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS
PROSPECTUS IS AN OFFER TO EXCHANGE OLD NOTES ONLY FOR THE EXCHANGE NOTES OFFERED
HEREBY, BUT ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO
DO SO. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS OF ITS
DATE.

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

                               TABLE OF CONTENTS

                                      
Where You Can Find More Information....    i
Incorporation by Reference.............    i
Prospectus Summary.....................    1
Risk Factors...........................   16
Use of Proceeds........................   28
Capitalization.........................   28
Unaudited Pro Forma Condensed
  Consolidated Financial Data..........   29
Selected Historical Consolidated
  Financial Data.......................   32
Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations...........................   35
Business...............................   35
Management.............................   35
Description of Certain Indebtedness....   38
Description of Notes...................   40
Registration Rights....................   76
United States Federal Income Tax
  Considerations.......................   78
Plan of Distribution...................   82
Legal Matters..........................   82
Independent Accountants................   82



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

                                  $150,000,000

                                [RES-CARE LOGO]
                         10 5/8% SENIOR NOTES DUE 2008
                            ------------------------

                                   PROSPECTUS
                            ------------------------
                                                 , 2002

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


                                    PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 271B.8-510 of the Kentucky Business Corporation Act (the "KBCA")
permits the indemnification by a corporation of any director who is made party
to a threatened, pending or completed action, suit or proceeding because he is
or was a director of such corporation. To be eligible for indemnification, such
person must have conducted himself in good faith and reasonably believed that
his conduct, if undertaken in his official capacity with the corporation, was in
the corporation's best interests, and, if not in his official capacity, was at
least not opposed to the corporation's best interests. In the case of a criminal
proceeding, the director must also not have reasonable cause to believe his
conduct was unlawful. A director may not be indemnified in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or in connection with any other proceeding
charging improper personal benefit by him, whether or not involving action in
his official capacity, in which he was adjudged liable on the basis that
personal benefit was improperly received by him. Indemnification permitted under
Section 271B.8-510 of the KBCA in connection with a proceeding by or in the
right of the corporation shall be limited to reasonable expenses incurred in
connection with the proceeding. Section 271B.8-560 of the KBCA provides that a
Kentucky corporation may indemnify its officers, employees and agents to the
same extent as directors. Indemnification against reasonable expenses incurred
in connection with a proceeding is, unless otherwise limited by the
corporation's articles of incorporation, mandatory when a director or officer
has been wholly successful on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director or officer of
the corporation. A court of competent jurisdiction may also order
indemnification if the director is fairly and reasonably entitled thereto in
view of all relevant circumstances, whether or not he met the applicable
standard of conduct or was adjudged liable to the corporation.

     The KBCA provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise. Additionally, the KBCA provides that a corporation may purchase and
maintain insurance on behalf of directors, officers, employees or agents of the
corporation against liability asserted against or incurred by such parties in
their respective capacity with the corporation.

     Article X of the Registrant's Amended and Restated Articles of
Incorporation, as amended, and Article X of the Registrant's Amended and
Restated Bylaws provide indemnification of its directors, officers, employees
and other agents to the maximum extent permitted by law.

ITEM 21.  EXHIBITS.



EXHIBIT NO.                      DESCRIPTION OF EXHIBIT
- -----------                      ----------------------
           
    1.        Purchase Agreement, dated November 9, 2001, by and among
              Res-Care, Inc., the Guarantors named therein, UBS Warburg
              LLC, Lehman Brothers Inc., Banc One Capital Markets, Inc.,
              U.S. Bancorp Piper Jeffray Inc., Jefferies & Company, Inc.
              and First Analysis Securities Corporation.*
    3.1       Amended and Restated Articles of Incorporation to the
              Registrant. Exhibit No. 3.1 of the Registrant's Registration
              Statement on Form S-1 (File No. 33-48749) is hereby
              incorporated by reference.
    3.2       Amendment to Amended and Restated Articles of Incorporation
              of the Registrant. Exhibit No. 3.1 to the Registrant's
              Registration Statement on Form S-3 (Reg. No. 333-32573) is
              hereby incorporated by reference.
    3.3       Amended and Restated Bylaws of the Registrant. Exhibit 4.5
              to the Registrant's Registration Statement on Form S-8 (Reg.
              No. 333-50726) is hereby incorporated by reference.
    4.1       Amended and Restated Articles of Incorporation of the
              Registrant. Exhibit No. 3.1 to the Registrant's Registration
              Statement on Form S-1 (File No. 33-48749) is hereby
              incorporated by reference.


                                       II-1




EXHIBIT NO.                      DESCRIPTION OF EXHIBIT
- -----------                      ----------------------
           
    4.2       Amendment to Amended and Restated Articles of Incorporation
              of the Registrant. Exhibit No. 3.1 to the Registrant's
              Registration Statement on Form S-3 (Reg. No. 333-32573) is
              hereby incorporated by reference.
    4.3       Amended and Restated Bylaws of the Registrant. Exhibit 4.5
              to the Registrant's Registration Statement on Form S-8 (Reg.
              No. 333-50726) is incorporated by reference.
    4.4       Indenture dated November 15, 2001, by and among Res-Care,
              Inc., the Guarantors named therein and National City Bank,
              as trustee, relating to the Registrant's $150,000,000
              10 5/8% Senior Notes due 2008. Exhibit 99.3 to the
              Registrant's Current Report on Form 8-K dated November 20,
              2001, is hereby incorporated by reference.
    4.5       Registration Rights Agreement dated November 15, 2001, by
              and among Res-Care, Inc., the Guarantors named therein and
              the initial purchasers named therein, relating to the
              Registrant's 10 5/8% Senior Notes due 2008. Exhibit 99.4 to
              the Registrant's Current Report on Form 8-K dated November
              20, 2001, is hereby incorporated by reference.
    5         Opinion of Frost Brown Todd LLC regarding the validity of
              the exchange notes and certain related guarantees.*
   12         Statements re computation of ratios.*
   21         Subsidiaries of the Registrant. Exhibit 21.1 to the
              Registrant's Annual Report of Form 10-K (File No.
              000-20372), is hereby incorporated by reference.
   23.1       Consent of KPMG LLP.*
   23.2       Consent of Frost Brown Todd LLC (contained in their opinion
              filed as Exhibit 5).
   24         Powers of Attorney (included on the signature pages of this
              Registration Statement).*
   25         Statement of Eligibility of Trustee on Form T-1.*
   99.1       Form of Letter of Transmittal.*
   99.2       Form of Notice of Guaranteed Delivery.*
   99.3       Form of Letter to Clients.*
   99.4       Form of Letter to Brokers.*
   99.5       Form of Instructions to Registered Holders.*


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

* Filed herewith.

ITEM 22.  UNDERTAKINGS.

     A. The undersigned Registrant hereby undertakes:

          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 this Registration Statement (or the most
                 recent post-effective amendment hereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in this 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 is 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 and price represent
                 no more than 20 percent change in the maximum aggregate
                 offering price set forth in the "Calculation of Registration
                 Fee" table in the effective Registration Statement; and

             iii. To include any material information with respect to the plan
                  of distribution not previously disclosed in this Registration
                  Statement or any material change to such information in this
                  Registration Statement;

                                       II-2


             Provided, however, that paragraphs A(1)(i) and A(1)(ii) shall not
        apply if 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 Section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in this
        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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's 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 this
Registration Statement 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.

     C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the KBCA, the Amended and Restated Articles of
Incorporation, as amended, and the Bylaws of the Registrant, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the 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 Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

     D. The undersigned registrant hereby undertakes 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 effective date of the registration statement through the
date of responding to the request.

     E. The undersigned registrant hereby undertakes 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-3


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          RES-CARE, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                 Chairman, President & CEO

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ JAMES R. FORNEAR                             Director               December 18, 2001
 ------------------------------------------------
                 James R. Fornear

               /s/ RONALD G. GEARY                        Chairman of the Board        February 13, 2002
 ------------------------------------------------       President Chief Executive
                 Ronald G. Geary                                 Officer
                                                                Director

              /s/ E. HALSEY SANDFORD                            Director               December 17, 2001
 ------------------------------------------------
                E. Halsey Sandford

                /s/ L. BRYAN SHAUL                      Executive Vice President       February 13, 2002
 ------------------------------------------------      Finance and Administration,
                  L. Bryan Shaul                         Chief Financial Officer
                                                      Principal Accounting Officer

              /s/ SEYMOUR L. BRYSON                             Director               December 17, 2001
 ------------------------------------------------
                Seymour L. Bryson

              /s/ W. BRUCE LUNSFORD                             Director               December 18, 2001
 ------------------------------------------------
                W. Bruce Lunsford

               /s/ SPIRO B. MITSOS                              Director               December 18, 2001
 ------------------------------------------------
                 Spiro B. Mitsos

              /s/ OLIVIA F. KIRTLEY                             Director               December 17, 2001
 ------------------------------------------------
                Olivia F. Kirtley

            /s/ VINCENT D. PETTINELLI                           Director               December 17, 2001
 ------------------------------------------------
              Vincent D. Pettinelli

              /s/ MICHAEL J. FOSTER                             Director               December 17, 2001
 ------------------------------------------------
                Michael J. Foster


                                       II-4


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          GENERAL HEALTH CORPORATION
                                          THE ACADEMY FOR INDIVIDUAL
                                          EXCELLENCE, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------     Principal Executive Director
                 Ronald G. Geary                                Director

               /s/ VINCENT F. DORAN                             Director               December 17, 2001
 ------------------------------------------------
                 Vincent F. Doran

                 /s/ PAUL G. DUNN                               Director               December 17, 2001
 ------------------------------------------------
                   Paul G. Dunn

                /s/ L. BRYAN SHAUL                              Treasurer              February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                       II-5


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          COMMUNITY ADVANTAGE, INC.
                                          RES-CARE CALIFORNIA, INC.
                                          RES-CARE NEW MEXICO, INC.
                                          RES-CARE WASHINGTON, INC.
                                          RSCR CALIFORNIA, INC.
                                          EDUCARE COMMUNITY LIVING
                                            CORPORATION - NEVADA
                                          EDUCARE COMMUNITY LIVING
                                            CORPORATION - NEW MEXICO
                                          ALTERNATIVE CHOICES, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
              Ralph G.Gronefeld, Jr.

            /s/ KATHERINE W. GILCHRIST                          Director               December 17, 2001
 ------------------------------------------------
              Katherine W. Gilchrist

                 /s/ DAVID RHODES                               Director               December 20, 2001
 ------------------------------------------------
                   David Rhodes

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                       II-6


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          ALTERNATIVE YOUTH SERVICES, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ VINCENT F. DORAN                             Director               December 17, 2001
 ------------------------------------------------
                 Vincent F. Doran

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

                /s/ DENNIS ROBERTS                              Director               December 20, 2001
 ------------------------------------------------
                  Dennis Roberts

                /s/ MARY D. WILEY                               Director               December 17, 2001
 ------------------------------------------------
                  Mary D. Wiley

              /s/ JACQUELINE STRAMA                             Director               December 17, 2001
 ------------------------------------------------
                Jacqueline Strama

                 /s/ PAUL G. DUNN                               Director               December 17, 2001
 ------------------------------------------------
                   Paul G. Dunn

                /s/ L. BRYAN SHAUL                              Treasurer              February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                       II-7


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          BALD EAGLE ENTERPRISES, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                       II-8


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          CATX PROPERTIES, INC.
                                          CAPITAL TX INVESTMENTS, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

                 /s/ PAUL G. DUNN                               Director               December 17, 2001
 ------------------------------------------------
                   Paul G. Dunn

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                       II-9


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          SOUTHERN HOME CARE SERVICES, INC.
                                          CNC/ACCESS, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

            /s/ KATHERINE W. GILCHRIST                          Director               December 17, 2001
 ------------------------------------------------
              Katherine W. Gilchrist

               /s/ MARTIN J. MILLER                             Director               December 24, 2001
 ------------------------------------------------
                 Martin J. Miller

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-10


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          COMMUNITY ALTERNATIVES ILLINOIS, INC.
                                          COMMUNITY ALTERNATIVES INDIANA, INC.
                                          RES-CARE ILLINOIS, INC.
                                          RES-CARE OHIO, INC.
                                          NORMAL LIFE OF CENTRAL INDIANA, INC.
                                          VOCA CORPORATION OF INDIANA
                                          VOCA CORPORATION OF OHIO

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

            /s/ KATHERINE W. GILCHRIST                          Director               December 17, 2001
 ------------------------------------------------
              Katherine W. Gilchrist

              /s/ BARBARA A. WINTERS                            Director               December 18, 2001
 ------------------------------------------------
                Barbara A. Winters

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                               Accounting
                                                                 Officer


                                      II-11


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          COMMUNITY ALTERNATIVES KENTUCKY, INC.
                                          COMMUNITY ALTERNATIVES MISSOURI, INC.
                                          COMMUNITY ALTERNATIVES NEBRASKA, INC.
                                          RES-CARE KANSAS, INC.
                                          RES-CARE OKLAHOMA, INC.
                                          EDUCARE COMMUNITY LIVING CORPORATION -
                                            MISSOURI

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

            /s/ KATHERINE W. GILCHRIST                          Director               December 17, 2001
 ------------------------------------------------
              Katherine W. Gilchrist

                /s/ STEPHEN BRUNET                              Director               December 19, 2001
 ------------------------------------------------
                  Stephen Brunet

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-12


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          COMMUNITY ALTERNATIVES TEXAS
                                            PARTNER, INC.
                                          EDUCARE COMMUNITY LIVING - TEXAS
                                            LIVING CENTERS, INC.
                                          EDUCARE COMMUNITY LIVING - NORMAL
                                            LIFE, INC.
                                          EDUCARE COMMUNITY LIVING
                                            CORPORATION - GULF COAST
                                          EDUCARE COMMUNITY LIVING
                                            CORPORATION - TEXAS

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

            /s/ KATHERINE W. GILCHRIST                          Director               December 17, 2001
 ------------------------------------------------
              Katherine W. Gilchrist

                  /s/ KAYE SIMMS                                Director               December 17, 2001
 ------------------------------------------------
                    Kaye Simms

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-13


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          COMMUNITY ALTERNATIVES VIRGINIA, INC.
                                          RES-CARE NEW JERSEY, INC.
                                          RES-CARE OTHER OPTIONS, INC.
                                          RSCR WEST VIRGINIA, INC.
                                          EDUCARE COMMUNITY LIVING
                                            CORPORATION -   NORTH CAROLINA
                                          VOCA CORPORATION OF MARYLAND
                                          VOCA CORPORATION OF NEW JERSEY
                                          VOCA CORPORATION OF WASHINGTON, DC

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

            /s/ KATHERINE W. GILCHRIST                          Director               December 17, 2001
 ------------------------------------------------
              Katherine W. Gilchrist

                /s/ MARY BEA EATON                              Director               December 27, 2001
 ------------------------------------------------
                  Mary Bea Eaton

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-14


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          PEOPLESERVE, INC.
                                          RAISE GEAUGA, INC.
                                          ROCKCREEK, INC.
                                          RSCR INLAND, INC.
                                          BRINKLEY GROUP HOMES, INC.
                                          BAKER MANAGEMENT, INC.
                                          BOLIVAR DEVELOPMENTAL TRAINING
                                            CENTER, INC.
                                          BOLIVAR ESTATES, INC.
                                          EBENEZER ESTATES, INC.
                                          FORT MASON ESTATES, INC.
                                          HILLSIDE ESTATES, INC.
                                          HYDESBURG ESTATES, INC.
                                          MEADOW LANE ESTATES, INC.
                                          MISSOURI PROGRESSIVE SERVICES, INC.
                                          OAK WOOD SUITES OF BOLIVAR, INC.
                                          OAKVIEW ESTATES OF BOLIVAR, INC.
                                          PEBBLE CREEK ESTATES, INC.
                                          RIVER BLUFF ESTATES, INC.
                                          SHA-REE ESTATES, INC.
                                          SKYVIEW ESTATES, INC.
                                          WILLARD ESTATES, INC.
                                          EDUCARE COMMUNITY LIVING
                                            CORPORATION -   AMERICA
                                          J. & J. CARE CENTERS, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

                                      II-15


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-16


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          NORMAL LIFE, INC.
                                          THM HOMES, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

            /s/ KATHERINE W. GILCHRIST                          Director               December 17, 2001
 ------------------------------------------------
              Katherine W. Gilchrist

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-17


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          RES-CARE AVIATION, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

                 /s/ PAUL G. DUNN                               Director               December 17, 2001
 ------------------------------------------------
                   Paul G. Dunn

                /s/ L. BRYAN SHAUL                      Treasurer Vice President       February 13, 2002
 ------------------------------------------------               Director
                  L. Bryan Shaul                         Principal Financial and
                                                           Accounting Officer


                                      II-18


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          RES-CARE PREMIER, INC.
                                          TANGRAM REHABILITATION NETWORK, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

            /s/ KATHERINE W. GILCHRIST                          Director               December 17, 2001
 ------------------------------------------------
              Katherine W. Gilchrist

              /s/ PAUL G. CHOTKOWSKI                            Director                January 9, 2002
 ------------------------------------------------
                Paul G. Chotkowski

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------            Vice President
                  L. Bryan Shaul


                                      II-19


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          RES-CARE TRAINING TECHNOLOGIES, INC.
                                          RES-CARE TENNESSEE, INC.
                                          TEXAS HOME MANAGEMENT, INC.
                                          VOCA CORPORATION OF AMERICA
                                          B.W.J. OPPORTUNITY CENTERS, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-20


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          YOUTHTRACK, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ VINCENT F. DORAN                             Director               December 17, 2001
 ------------------------------------------------
                 Vincent F. Doran

                /s/ DENNIS ROBERTS                              Director               December 20, 2001
 ------------------------------------------------
                  Dennis Roberts

                /s/ L. BRYAN SHAUL                              Treasurer              February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-21


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          UPWARD BOUND, INC.
                                          INDIVIDUALIZED SUPPORTED
                                          LIVING, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

                /s/ STEPHEN BRUNET                              Director               December 19, 2001
 ------------------------------------------------
                  Stephen Brunet

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-22


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          CAREERS IN PROGRESS, INC.
                                          NORMAL LIFE OF LOUISIANA, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------     Principal Executive Director
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

              /s/ ALLEN G. MARCHETTI                            Director               December 18, 2001
 ------------------------------------------------
                Allen G. Marchetti

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-23


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          NORMAL LIFE OF CALIFORNIA, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

                 /s/ DAVID RHODES                               Director               December 20, 2001
 ------------------------------------------------
                   David Rhodes

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-24


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          RES-CARE ALABAMA, INC.
                                          NORMAL LIFE FAMILY SERVICES, INC.
                                          NORMAL LIFE OF GEORGIA, INC.
                                          NORMAL LIFE OF LAFAYETTE, INC.
                                          NORMAL LIFE OF LAKE CHARLES, INC.
                                          RES-CARE FLORIDA, INC.
                                          VOCA CORPORATION OF FLORIDA

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

            /s/ KATHERINE W. GILCHRIST                          Director               December 17, 2001
 ------------------------------------------------
              Katherine W. Gilchrist

              /s/ ALLEN G. MARCHETTI                            Director               December 20, 2001
 ------------------------------------------------
                Allen G. Marchetti

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-25


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          NORMAL LIFE OF KENTUCKY, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

                /s/ PATRICK KELLEY                              Director               December 17, 2001
 ------------------------------------------------
                  Patrick Kelley

                /s/ MARY D. WILEY                               Director               December 17, 2001
 ------------------------------------------------
                  Mary D. Wiley

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-26


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          NORMAL LIFE OF SOUTHERN INDIANA, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                   SIGNATURE                                   TITLE                       DATE
                   ---------                                   -----                       ----
                                                                               

              /s/ RONALD G. GEARY                            President               February 13, 2002
- ------------------------------------------------    Principal Executive Officer
                Ronald G. Geary                               Director

              /s/ JEFFREY M. CROSS                            Director               December 17, 2001
- ------------------------------------------------
                Jeffrey M. Cross

          /s/ RALPH G. GRONEFELD, JR.                         Director               December 17, 2001
- ------------------------------------------------
            Ralph G. Gronefeld, Jr.

             /s/ BARBARA A. WINTERS                           Director               December 18, 2001
- ------------------------------------------------
               Barbara A. Winters

                /s/ BRYAN SHAUL                         Assistant Treasurer          February 13, 2002
- ------------------------------------------------      Principal Financial and
                 L. Bryan Shaul                              Accounting
                                                              Officer


                                      II-27


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          THE CITADEL GROUP, INC.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

                 /s/ MIKE REIBEL                                Director               December 17, 2001
 ------------------------------------------------
                   Mike Reibel

                /s/ PATRICK KELLEY                              Director               December 17, 2001
 ------------------------------------------------
                  Patrick Kelley

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

                 /s/ PAUL G. DUNN                               Director               December 17, 2001
 ------------------------------------------------
                   Paul G. Dunn

            /s/ KATHERINE W. GILCHRIST                          Director               December 17, 2001
 ------------------------------------------------
              Katherine W. Gilchrist

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-28


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          VOCA CORP.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

                /s/ MARY BEA EATON                              Director               December 27, 2001
 ------------------------------------------------
                  Mary Bea Eaton

              /s/ BARBARA A. WINTERS                            Director               December 18, 2001
 ------------------------------------------------
                Barbara A. Winters

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-29


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          VOCA OF INDIANA, LLC

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                   President and Manager

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                 Manager

            /s/ KATHERINE W. GILCHRIST                           Manager               December 17, 2001
 ------------------------------------------------
              Katherine W. Gilchrist

           /s/ RALPH G. GRONEFELD, JR.                           Manager               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

               /s/ JEFFREY M. CROSS                              Manager               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

                 /s/ PAUL G. DUNN                                Manager               December 17, 2001
 ------------------------------------------------
                   Paul G. Dunn

              /s/ BARBARA A. WINTERS                             Manager               December 18, 2001
 ------------------------------------------------
                Barbara A. Winters

               /s/ DAVID S. WASKEY                               Manager               December 17, 2001
 ------------------------------------------------
                 David S. Waskey

                /s/ MARY D. WILEY                                Manager               December 17, 2001
 ------------------------------------------------
                  Mary D. Wiley

                 /s/ R. DAN BRICE                                Manager               December 17, 2001
 ------------------------------------------------
                   R. Dan Brice

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-30


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                      VOCA CORPORATION OF NORTH CAROLINA
                                      VOCA CORPORATION OF WEST VIRGINIA, INC.

                                      By:        /s/ RONALD G. GEARY
                                         ---------------------------------------
                                                     Ronald G. Geary
                                                        President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------     Principal Executive Director
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

                /s/ MARY BEA EATON                              Director               December 27, 2001
 ------------------------------------------------
                  Mary Bea Eaton

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-31


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          CREATIVE NETWORKS, L.L.C.

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                   President and Manager

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                 Manager

               /s/ JEFFREY M. CROSS                              Manager               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                           Manager               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

               /s/ MARTIN J. MILLER                              Manager               December 24, 2001
 ------------------------------------------------
                 Martin J. Miller

                 /s/ FREDA SMITH                                 Manager               December 24, 2001
 ------------------------------------------------
                   Freda Smith

                 /s/ PAUL G. DUNN                                Manager               December 17, 2001
 ------------------------------------------------
                   Paul G. Dunn

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-32


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                      EDUCARE COMMUNITY LIVING LIMITED
                                      PARTNERSHIP

                                      By: Community Alternatives Texas
                                      Partner, Inc.
                                      Its General Partner

                                      By:        /s/ RONALD G. GEARY
                                         ---------------------------------------
                                                     Ronald G. Geary
                                                        President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                                Director

               /s/ JEFFREY M. CROSS                             Director               December 17, 2001
 ------------------------------------------------
                 Jeffrey M. Cross

           /s/ RALPH G. GRONEFELD, JR.                          Director               December 17, 2001
 ------------------------------------------------
             Ralph G. Gronefeld, Jr.

            /s/ KATHERINE W. GILCHRIST                          Director               December 17, 2001
 ------------------------------------------------
              Katherine W. Gilchrist

                  /s/ KAYE SIMMS                                Director               December 17, 2001
 ------------------------------------------------
                    Kaye Simms

                /s/ L. BRYAN SHAUL                         Assistant Treasurer         February 13, 2002
 ------------------------------------------------        Principal Financial and
                  L. Bryan Shaul                           Accounting Officer


                                      II-33


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Louisville, state of Kentucky on February 13, 2002.

                                          NORMAL LIFE OF INDIANA

                                          By: Normal Life of Central Indiana,
                                              Inc., General Partner

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                                          By: Normal Life of Southern Indiana,
                                              Inc., General Partner

                                          By:      /s/ RONALD G. GEARY
                                            ------------------------------------
                                                      Ronald G. Geary
                                                         President

                               POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ronald G. Geary and L. Bryan Shaul, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

               /s/ RONALD G. GEARY                              President              February 13, 2002
 ------------------------------------------------      Principal Executive Officer
                 Ronald G. Geary                       Director of Normal Life of
                                                        Central Indiana, Inc. and
                                                         Normal Life of Southern
                                                              Indiana, Inc.

               /s/ JEFFREY M. CROSS                    Director of Normal Life of      December 17, 2001
 ------------------------------------------------       Central Indiana, Inc. and
                 Jeffrey M. Cross                        Normal Life of Southern
                                                              Indiana, Inc.

           /s/ RALPH G. GRONEFELD, JR.                 Director of Normal Life of      December 17, 2001
 ------------------------------------------------       Central Indiana, Inc. and
             Ralph G. Gronefeld, Jr.                     Normal Life of Southern
                                                              Indiana, Inc.

              /s/ BARBARA A. WINTERS                   Director of Normal Life of      December 17, 2001
 ------------------------------------------------       Central Indiana, Inc. and
                Barbara A. Winters                       Normal Life of Southern
                                                              Indiana, Inc.


                                      II-34




                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                              

             /s/ KATHERINE GILCHRIST                   Director of Normal Life of      December 17, 2001
 ------------------------------------------------         Central Indiana, Inc.
               Katherine Gilchrist

                /s/ L. BRYAN SHAUL                    Assistant Treasurer Principal    February 13, 2002
 ------------------------------------------------       Financial and Accounting
                  L. Bryan Shaul                        Officer of Normal Life of
                                                        Central Indiana, Inc. and
                                                         Normal Life of Southern
                                                              Indiana, Inc.


                                      II-35


                                 EXHIBIT INDEX



EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
- -------                      ----------------------
       
 1        Purchase Agreement, dated November 9, 2001, by and among
          Res-Care, Inc., the Guarantors named therein, UBS Warburg
          LLC, Lehman Brothers Inc., Banc One Capital Markets, Inc.,
          U.S. Bancorp Piper Jeffray Inc., Jefferies & Company, Inc.
          and First Analysis Securities Corporation.*
 3.1      Amended and Restated Articles of Incorporation to the
          Registrant. Exhibit No. 3.1 of the Registrant's Registration
          Statement on Form S-1 (File No. 33-48749) is hereby
          incorporated by reference.
 3.2      Amendment to Amended and Restated Articles of Incorporation
          of the Registrant. Exhibit No. 3.1 to the Registrant's
          Registration Statement on Form S-3 (Reg. No. 333-32573) is
          hereby incorporated by reference.
 3.3      Amended and Restated Bylaws of the Registrant. Exhibit 4.5
          to the Registrant's Registration Statement on Form S-8 (Reg.
          No. 333-50726) is hereby incorporated by reference.
 4.1      Amended and Restated Articles of Incorporation of the
          Registrant. Exhibit No. 3.1 to the Registrant's Registration
          Statement on Form S-1 (File No. 33-48749) is hereby
          incorporated by reference.
 4.2      Amendment to Amended and Restated Articles of Incorporation
          of the Registrant. Exhibit No. 3.1 to the Registrant's
          Registration Statement on Form S-3 (Reg. No. 333-32573) is
          hereby incorporated by reference.
 4.3      Amended and Restated Bylaws of the Registrant. Exhibit 4.5
          to the Registrant's Registration Statement on Form S-8 (Reg.
          No. 333-50726) is incorporated by reference.
 4.4      Indenture dated November 15, 2001, by and among Res-Care,
          Inc., the Guarantors named therein and National City Bank,
          as trustee, relating to the Registrant's $150,000,000
          10 5/8% Senior Notes due 2008. Exhibit 99.3 to the
          Registrant's Current Report on Form 8-K dated November 20,
          2001, is hereby incorporated by reference.
 4.5      Registration Rights Agreement dated November 15, 2001, by
          and among Res-Care, Inc., the Guarantors named therein and
          the initial purchasers named therein, relating to the
          Registrant's 10 5/8% Senior Notes due 2008. Exhibit 99.4 to
          the Registrant's Current Report on Form 8-K dated November
          20, 2001, is hereby incorporated by reference.
 5        Opinion of Frost Brown Todd LLC regarding the validity of
          the exchange notes and certain related guarantees.*
12        Statements re computation of ratios.*
21        Subsidiaries of the Registrant. Exhibit 21.1 to the
          Registrant's Annual Report on Form 10-K (File No.
          000-20372), is hereby incorporated by reference.
23.1      Consent of KPMG LLP.*
23.2      Consent of Frost Brown Todd LLC (contained in their opinion
          filed as Exhibit 5).
24        Powers of Attorney (included on the signature pages of this
          Registration Statement).*
25        Statement of Eligibility of Trustee on Form T-1.*
99.1      Form of Letter of Transmittal.*
99.2      Form of Notice of Guaranteed Delivery.*
99.3      Form of Letter to Clients.*
99.4      Form of Letter to Brokers.*
99.5      Form of Instructions to Registered Holders.*


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

* Filed herewith.

                                      II-36

EX-1

                                                                       Exhibit 1


                                  $150,000,000

                                 RES-CARE, INC.

                          10 5/8% SENIOR NOTES DUE 2008

                               PURCHASE AGREEMENT
                               ------------------

                                                               November 9, 2001

UBS Warburg LLC
Lehman Brothers Inc.
Banc One Capital Markets, Inc.
U.S. Bancorp Piper Jaffray Inc.
Jefferies & Company, Inc.
First Analysis Securities Corp.
As Representatives of the several
  Initial Purchasers named in Schedule 1

c/o UBS Warburg LLC
299 Park Avenue
New York, NY  10171

Ladies and Gentlemen:

         Res-Care, Inc., a Kentucky corporation (the "COMPANY"), proposes to
issue and sell (the "OFFERING") to the several Initial Purchasers named in
Schedule 1 hereto (the "INITIAL PURCHASERS") $150,000,000 in aggregate principal
amount of its 10 5/8% Senior Notes due 2008 (the "NOTES") guaranteed (the
"GUARANTEES") by the Company's subsidiaries named in Schedule 2 hereto
(collectively, the "GUARANTORS") pursuant to the terms of an indenture (the
"INDENTURE"), to be dated November 15, 2001, among the Company, the Guarantors
and National City Bank, as trustee (the "TRUSTEE"). Capitalized terms used but
not defined herein shall have the meanings specified therefor in the Offering
Memorandum (as defined below).

         Notes issued in book-entry form will be issued in the name of Cede &
Co., as nominee of The Depositary Trust Company ("DTC"), pursuant to a DTC
Letter of Representations to be dated the date hereof (the "DTC LETTER OF
REPRESENTATIONS"), among the Company, DTC and the Trustee. The Notes will be
offered and sold to the Initial Purchasers pursuant to an exemption from the
registration requirements under the Securities Act of 1933, as amended (the
"SECURITIES ACT"). The Company has prepared a preliminary offering memorandum,
dated October 30, 2001 (the "PRELIMINARY OFFERING MEMORANDUM") and will prepare
a final offering memorandum, to be dated November 9, 2001 (the "OFFERING
MEMORANDUM," and, together with the Preliminary Offering Memorandum, the
"OFFERING DOCUMENTS"), relating to the Company, the Notes and the Guarantees.

         The Initial Purchasers may make offers of the Notes purchased hereunder
on the terms set forth in the Offering Memorandum, as amended or supplemented,
solely to (i) persons whom the initial purchasers reasonably believe to be
"qualified institutional buyers" as defined in Rule





144A under the Securities Act ("QUALIFIED INSTITUTIONAL BUYERS") and (ii)
outside the United States to persons other than U.S. Persons in offshore
transactions meeting the requirements of Regulation S under the Securities Act
("REGULATION S") (such persons specified in clauses (i) and (ii) being referred
to herein as the "ELIGIBLE PURCHASERS"). As used herein, the terms "offshore
transaction," "United States" and "U.S. Person" have the respective meanings
given to them in Regulation S. The Initial Purchasers represent that they intend
initially to offer the Notes to Eligible Purchasers at the price specified on
the cover page of the Offering Memorandum. Thereafter, the offering price may be
changed at any time without notice.

         Holders (including subsequent transferees) of the Notes will have the
registration rights set forth in the registration rights agreement (the
"REGISTRATION RIGHTS AGREEMENT"), to be dated November 15, 2001, among the
Company, the Guarantors, and UBS Warburg LLC and Lehman Brothers Inc. on behalf
of the Initial Purchasers, in the form of Annex A hereto, for so long as such
Notes constitute Transfer Restricted Securities (as defined in the Registration
Rights Agreement). 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 (the "EXCHANGE OFFER
REGISTRATION STATEMENT") relating to the Company's 10 5/8% Senior Notes due 2008
(the "EXCHANGE NOTES"), and guarantees thereof (the "EXCHANGE NOTE GUARANTEES")
by the Guarantors, to be offered in exchange for the Notes and the Guarantees
(such offer to exchange being referred to collectively as the "EXCHANGE OFFER")
and (ii) if required by the terms of the Registration Rights Agreement, a shelf
registration statement pursuant to Rule 415 under the Securities Act (the "SHELF
REGISTRATION STATEMENT") relating to the resale by certain holders of the Notes,
and to use their best efforts to cause such Registration Statements to be
declared effective.

         This Agreement, the Notes, the Exchange Notes, the Indenture, the
Registration Rights Agreement and the DTC Letter of Representations are
hereinafter referred to collectively as the "OPERATIVE DOCUMENTS." This is to
confirm the agreements concerning the purchase of the Notes from the Company by
the Initial Purchasers.

SECTION 1. Representations, Warranties and Agreements of the Company. The
Company and each of the Guarantors, jointly and severally, represent and warrant
to, and agree with the Initial Purchasers that, as of the date hereof:

                  (a) Subject to compliance by the Initial Purchasers with the
         representations and warranties set forth in Section 2 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 Notes to the
         Initial Purchasers and to each Eligible Purchaser in the manner
         contemplated by this Agreement and the Offering Memorandum to register
         the Notes or the Guarantees under the Securities Act or, until such
         time as the Exchange Notes and Exchange Note Guarantees 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) Neither the Company nor any Guarantor has, directly or
         indirectly, solicited any offer to buy or offered to sell, or will,
         directly or indirectly, solicit any offer



                                       2


         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 Notes in a manner that would require the Notes and the
         Guarantees to be registered under the Securities Act. None of the
         Company, the Guarantors, their respective affiliates (as such term is
         defined in Rule 501 under the Securities Act (each, an "AFFILIATE")),
         or any person acting on any of their behalf (other than the Initial
         Purchasers, as to whom the Company and Guarantors make no
         representation or warranty) has engaged or will engage, in connection
         with the offering of the Notes, in any form of general solicitation or
         general advertising within the meaning of Rule 502 under the Securities
         Act. With respect to those Notes sold in reliance upon Regulation S,
         (i) none of the Company, the Guarantors, their respective Affiliates or
         any person acting on any of their behalf (other than the Initial
         Purchasers, as to whom the Company and Guarantors make no
         representation or warranty) has engaged or will engage in any directed
         selling efforts within the meaning of Regulation S and (ii) each of the
         Company, the Guarantors and their respective Affiliates and any person
         acting on any of their behalf (other than the Initial Purchasers, as to
         whom the Company and the Guarantors make no representation or warranty)
         has complied and will comply with the offering restrictions set forth
         in Regulation S. The Company is a "reporting issuer" as defined in Rule
         902 under the Securities Act.

                  (c) The Notes 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, or quoted in a U.S.
         automated interdealer quotation system.

                  (d) The Preliminary Offering Memorandum as of its date did
         not, and the Offering Memorandum at the date hereof, does not, and at
         the Closing Date (as defined herein), will not, contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements therein, in the light of the circumstances under
         which they were made, not misleading, except that the representations
         and warranties set forth in this Section 1(d) do not apply to
         statements or omissions in the Offering Documents based upon
         information furnished to the Company in writing by or on behalf of the
         Initial Purchasers expressly for use therein. No order preventing the
         use of any of the Offering Documents, or any amendment or supplement
         thereto, or any order asserting that any of the transactions
         contemplated by this Agreement are subject to the registration
         requirements of the Securities Act or any state securities or blue sky
         laws has been issued.

                  (e) This Agreement has been duly authorized, executed and
         delivered by the Company and each of the Guarantors and (assuming the
         due authorization, execution and delivery thereof by the other parties
         thereto) constitutes the legal, valid and binding agreement of the
         Company and each of the Guarantors, enforceable against the Company and
         each of the Guarantors in accordance with its terms, except where (i)
         the enforceability hereof may be limited by bankruptcy, insolvency,
         reorganization, fraudulent conveyance, moratorium or other similar laws
         now or hereafter in effect relating to rights of creditors and other
         obligees generally, (ii) the remedy of specific performance and other
         forms of equitable relief may be subject to certain equitable defenses
         and principles and to the discretion of the court before which the
         proceedings






                                       3


         may be brought and (iii) rights to indemnity and contribution hereunder
         may be limited by applicable law and public policy.

                  (f) The Registration Rights Agreement has been duly authorized
         by the Company and each of the Guarantors, and when duly executed and
         delivered by the Company and each of the Guarantors (assuming due
         execution and delivery by the Initial Purchasers), will constitute a
         valid and legally binding agreement of the Company and each of the
         Guarantors, enforceable against the Company and each of the Guarantors
         in accordance with its terms, except where (i) the enforceability
         thereof may be limited by bankruptcy, insolvency, reorganization,
         fraudulent conveyance, moratorium or other similar laws now or
         hereafter in effect relating to rights of creditors and other obligees
         generally, (ii) the remedy of specific performance and other forms of
         equitable relief may be subject to certain equitable defenses and
         principles and to the discretion of the court before which the
         proceedings may be brought and (iii) rights to indemnity and
         contribution thereunder may be limited by applicable law and public
         policy. Pursuant to the Registration Rights Agreement, the Company will
         agree to file with the Commission, under the circumstances set forth
         therein, (i) an Exchange Offer Registration Statement and (ii) to the
         extent required by the Registration Rights Agreement, a Shelf
         Registration Statement, and in each case, to use its best efforts to
         cause such registration statements to be declared effective as soon as
         practicable and in any event by the date specified in the Registration
         Rights Agreement.

                  (g) The DTC Letter of Representations has been duly authorized
         by the Company, and when duly executed and delivered by the Company
         (assuming due execution and delivery by other parties thereto), will
         constitute a valid and legally binding agreement of the Company,
         enforceable against the Company in accordance with its terms, except
         where (i) the enforceability thereof may be limited by bankruptcy,
         insolvency, reorganization, fraudulent conveyance, moratorium or other
         similar laws now or hereafter in effect relating to rights of creditors
         and other obligees generally, (ii) the remedy of specific performance
         and other forms of equitable relief may be subject to certain equitable
         defenses and principles and to the discretion of the court before which
         the proceedings may be brought and (iii) rights to indemnity and
         contribution thereunder may be limited by applicable law and public
         policy.

                  (h) 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 each of the Guarantors 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
         agreements of the Company and each 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 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, and issued
         against surrender of the Notes as contemplated by the Registration






                                       4


         Rights Agreement and the Exchange Offer, will constitute valid and
         binding obligations of the Company, enforceable against the Company in
         accordance with their terms, except as the enforcement thereof may be
         limited by bankruptcy, insolvency, reorganization, moratorium, or
         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.

                  (i) The Guarantees have been duly and validly authorized by
         each of the Guarantors and, upon execution and delivery of the
         Indenture and the Notes, will constitute valid and binding agreements
         of each 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 Exchange Note Guarantees have been duly and validly
         authorized by each of the Guarantors and, when issued and authenticated
         in accordance with the terms of the Indenture, will constitute valid
         and binding agreements of each 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.

                  (j) The Indenture has been duly authorized by the Company and
         each of the Guarantors and, when duly executed by the proper officers
         of the Company and each of the Guarantors (assuming due execution and
         delivery by the Trustee) and delivered by the Company and each of the
         Guarantors, will constitute a valid and binding agreement of the
         Company and each of the Guarantors enforceable against the Company and
         each of the Guarantors in accordance with its terms, subject to the
         effects of bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting creditors' rights generally and general equitable principles
         (whether considered in a proceeding in equity or at law); no
         qualification of the Indenture under the Trust Indenture Act of 1939,
         as amended (the "TRUST INDENTURE ACT"), is required in connection with
         the rules and regulations of the Commission, and the Indenture, when
         executed and delivered, will conform in all material respects to the
         description thereof contained in the Offering Memorandum.

                  (k) The Notes, the Exchange Notes, the Guarantees and the
         Indenture will conform in all material respects to the respective
         statements relating thereto contained in the Offering Memorandum.

                  (l) The Company and each of the Guarantors have all requisite
         corporate power and authority to enter into (i) the Credit and Security
         Agreement, to be dated November 15, 2001, among the Company, the
         Guarantors (collectively, the "CREDIT FACILITY GUARANTORS"), and
         National City Bank, as agent for the lenders; and (ii) any and all
         other agreements and instruments ancillary to or entered into in
         connection with the transactions contemplated thereby (items (i) and
         (ii) are referred to collectively as the "NEW CREDIT FACILITY").





                                       5


                  (m) The New Credit Facility has been duly and validly
         authorized, and on the Closing Date will have been executed and
         delivered by the Company and the Credit Facility Guarantors and,
         assuming due authorization, execution and delivery by the other parties
         thereto, will constitute the valid and binding agreements of the
         Company and each of the Credit Facility Guarantors, enforceable against
         the Company and each of the Credit Facility Guarantors in accordance
         with their respective terms, subject to the effects of bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and other
         similar laws relating to or affecting creditors' rights generally and
         general equitable principles (whether considered in a proceeding in
         equity or at law).

                  (n) KPMG LLP, who have expressed their opinions with respect
         to the audited financial statements (which term as used in this
         Agreement includes the related notes thereto) of the Company filed with
         the Commission included in the Offering Memorandum are independent
         public accountants with respect to the Company within the meaning of
         Regulation S-X under the Securities Act and the Exchange Act.

                  (o) The financial statements, together with the related notes,
         included in the Offering Memorandum present fairly the consolidated
         financial position of the Company and its subsidiaries, as of and at
         the dates indicated and the results of their operations and cash flows
         for the periods specified thereby. Such financial statements have been
         prepared in conformity with generally accepted accounting principles
         applied on a consistent basis throughout the periods involved, except
         as may be expressly stated in the related notes thereto. The financial
         data set forth in the Offering Memorandum under the captions
         "Summary--Summary Historical Consolidated Financial and Other Data" and
         "Selected Consolidated Financial and Other Data" fairly present the
         information set forth therein on a basis consistent with that of the
         audited and unaudited financial statements contained in the Offering
         Memorandum. The pro forma consolidated condensed financial statements
         of the Company and its subsidiaries and the related notes thereto
         included under the caption "Summary--Summary Unaudited Pro Forma
         Consolidated Financial Data" and "Unaudited Pro Forma Consolidated
         Financial Data" and elsewhere in the Offering Memorandum present fairly
         the information contained therein, 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 reasonable and the adjustments used therein are appropriate to give
         effect to the transactions and circumstances referred to therein.

                  (p) 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 each of its subsidiaries (as defined in
         Section 14), considered as one entity; (ii) other than the Notes, the
         Company and its subsidiaries, 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 any
         material transaction or agreement not in the ordinary course of
         business; and (iii) there has been no dividend or distribution of any







                                       6


         kind declared, paid or made by the Company or, except for dividends
         paid to the Company or other subsidiaries, any of its subsidiaries on
         any class of capital stock or repurchase or redemption by the Company
         or any of its subsidiaries of any class of capital stock.

                  (q) The Company and each of its subsidiaries have been duly
         organized and are validly existing as corporations or limited liability
         companies, as the case may be, in good standing under the laws of their
         respective jurisdictions of organization, are duly qualified to do
         business and are in good standing as foreign corporations in each
         jurisdiction in which their respective ownership or lease of property
         or the conduct of their respective businesses requires such
         qualification, except where the failure to be so qualified would not
         reasonably be expected to have a material adverse effect on 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 each of its
         subsidiaries (as defined in Section 14), considered as one entity(any
         such effect is called a "MATERIAL ADVERSE EFFECT"), and each has all
         power and authority necessary to own or hold its respective properties
         and to conduct the businesses in which it is engaged, except where the
         failure to have such power and authority would not reasonably be
         expected to have a Material Adverse Effect.

                  (r) The Company has an authorized capitalization as set forth
         in the Offering Memorandum (and on the Closing Date will have the
         authorized capitalization so set forth in the Offering Memorandum as of
         that date) and all of the issued shares of capital stock of the Company
         have been duly authorized and validly issued, are fully paid and
         non-assessable and conform, in all material respects, to the
         description thereof contained in the Offering Memorandum. All of the
         issued shares of capital stock or limited liability company interests,
         as the case may be, of each subsidiary of the Company have been duly
         authorized and validly issued and are fully paid and non-assessable and
         are owned directly or indirectly by the Company, free and clear of all
         liens, encumbrances, equities or claims, other than liens,
         encumbrances, equities or claims: (i) contemplated by the Amended and
         Restated Senior Secured Credit Agreement, among the Company, the
         Guarantors, and PNC Bank, N.A., as agent for the lenders (the "EXISTING
         CREDIT FACILITY"); (ii) that would be contemplated by the New Credit
         Facility or (iii) otherwise described in the Offering Memorandum.

                  (s) Neither the Company nor any of its subsidiaries is in
         violation of its charter or by-laws or 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 or other instrument to which the Company or
         any of its subsidiaries is a party or by which it or any of them may be
         bound, or to which any of the property or assets of the Company or any
         of its subsidiaries is subject, including the Existing Credit Facility
         and, when executed, the New Credit Facility (each, an "EXISTING
         INSTRUMENT"), except for such Defaults as would not, individually or in
         the aggregate, result in a Material Adverse Effect. The execution,
         delivery and performance of this Agreement, the Registration Rights
         Agreement, the DTC Letter of Representations and the Indenture by the
         Company and the Guarantors, as the case may be, and the issuance and
         delivery of the Notes or the Exchange Notes, and consummation of the
         transactions






                                       7


         contemplated hereby and thereby and by the Offering Memorandum 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 Guarantor, (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 upon any property or assets of the Company
         or any Guarantor pursuant to, or, except for the consent required under
         Section 5(j) hereof, require the consent of any other party to, any
         Existing Instrument, except for such conflicts, breaches, Defaults,
         liens, charges or encumbrances as would not, individually or in the
         aggregate, result in a Material Adverse Effect and (iii) will not
         result in any violation of any law, administrative regulation or
         administrative or court decree applicable to the Company or any
         Guarantor. 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 Guarantor.

                  (t) 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
         execution, delivery and performance of this Agreement, the Registration
         Rights Agreement, the DTC Letter of Representations or the Indenture,
         or the issuance and delivery of the Notes, the Exchange Notes, the
         Guarantees or the Exchange Note Guarantees, or consummation of the
         transactions contemplated hereby and thereby and by the Offering
         Memorandum, except such as have been obtained or made by the Company or
         any Guarantor and are in full force and effect under the Securities
         Act, applicable 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.

                  (u) Other than as set forth in the Offering Memorandum, there
         are no legal or governmental actions, suits or proceedings pending or,
         to the best of knowledge of the Company and the Guarantors, threatened
         against or affecting the Company or any of its subsidiaries which, if
         determined adversely to the Company or such subsidiary, could
         reasonably be expected to result in a Material Adverse Effect or
         adversely affect the consummation of the transactions contemplated by
         this Agreement. No labor dispute with the employees of the Company or
         any of its subsidiaries that could result in a Material Adverse Effect
         exists or, to the best knowledge of the Company and the Guarantors, is
         threatened or imminent.

                  (v) The Company and its subsidiaries own or possess sufficient
         trademarks, trade names, patent rights, copyrights, licenses,
         approvals, trade secrets and other similar 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
         Effect. Neither the Company nor any of its subsidiaries has received
         any notice of infringement or conflict with asserted Intellectual
         Property Rights of others, which infringement or conflict, if the
         subject of an unfavorable decision, would result in a Material Adverse
         Effect.





                                       8


                  (w) The Company and each subsidiary possess such valid and
         current certificates, authorizations or permits issued by the
         appropriate state, federal or foreign regulatory agencies or bodies
         necessary to conduct their respective businesses, and neither, except
         as set forth in the Schedule of Conditions of Participations attached
         hereto, the Company nor any subsidiary has received any notice of
         proceedings relating to the revocation or modification of, or
         non-compliance with, any such certificate, authorization or permit
         which, singly or in the aggregate, if the subject of an unfavorable
         decision, ruling or finding, could result in a Material Adverse Effect.

                  (x) Except as set forth in Schedule 1(x) attached hereto, the
         Company and each of its subsidiaries has good title to all the
         properties and assets reflected as owned in the financial statements
         referred to in Section 1(o) above, in each case free and clear of any
         security interests, mortgages, liens, encumbrances, equities, claims
         and other defects, except as would not reasonably be expected to result
         in a Material Adverse Effect. The real property, improvements,
         equipment and personal property held under lease by the Company and its
         subsidiaries are held under valid and enforceable leases, except as
         would not reasonably be expected to result in a Material Adverse
         Effect.

                  (y) There are no material contracts or other documents that
         would be required to be described in a prospectus included in a
         registration statement on Form S-1 under the Securities Act or the
         rules and regulations of the Commission thereunder relating to the
         registration of the Notes and the Guarantees that have not been
         described in the Offering Memorandum.

                  (z) No relationship, direct or indirect, exists between or
         among the Company, the Guarantors or any other subsidiary of the
         Company on the one hand, and the directors, officers, stockholders,
         customers or suppliers of the Company or its subsidiaries on the other
         hand, that would be required to be described or included in a
         prospectus included in a registration statement on Form S-1 under the
         Securities Act or the rules and regulations of the Commission
         thereunder relating to the registration of the Notes and the Guarantees
         except as described or contemplated in the Offering Memorandum.

                  (aa) The Company and its subsidiaries have filed all necessary
         federal, state and foreign income and franchise tax returns and have
         paid all taxes required to be paid by any of them as reflected on such
         returns, other than: (i) those currently payable without penalty or
         interest; and (ii) those being contested in good faith, and, if due and
         payable, any related or similar assessment, fine or penalty levied
         against any of them. The Company has made adequate charges, accruals
         and reserves in the applicable financial statements referred to in
         Section 1 above in respect of all federal, state and foreign income and
         franchise taxes for all periods as to which the tax liability of the
         Company or any of its consolidated subsidiaries has not been finally
         determined.

                  (bb) The Company has been advised of the rules and
         requirements under the Investment Company Act of 1940, as amended (the
         "INVESTMENT COMPANY ACT"). The Company is not, and after receipt of
         payment for the Notes will not be, an "investment






                                       9


         company" within the meaning of Investment Company Act and will conduct
         its business in a manner so that it will not become subject to the
         Investment Company Act.

                  (cc) Each of the Company and its subsidiaries are insured by
         recognized, financially sound institutions with policies in such
         amounts and with such deductibles and covering such risks as is
         adequate and reasonable for the needs of the Company, including, but
         not limited to, policies covering real and personal property owned or
         leased by the Company and its subsidiaries against theft, damage,
         destruction, acts of vandalism and earthquakes.

                  (dd) The Company has not taken and will not take, directly or
         indirectly, any action designed to or that might be reasonably 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 Notes.

                  (ee) Each of the Company and each Guarantor is, and
         immediately after the Closing Date will be, Solvent. As used herein,
         the term "Solvent" means, with respect to the Company and each
         Guarantor on a particular date, that on such date (i) the fair market
         value of the assets of the Company or such Guarantor, as applicable, is
         greater than the total amount of liabilities (including contingent
         liabilities) of the Company or such Guarantor, as applicable, (ii) the
         present fair salable value of the assets of the Company is greater than
         the amount that will be required to pay the probable liabilities of the
         Company or such Guarantor, as applicable, on its debts as they become
         absolute and matured, (iii) the Company and each Guarantor is able to
         realize upon its assets and pay its debts and other liabilities,
         including contingent obligations, as they mature and (iv) neither the
         Company nor any Guarantor has unreasonably small capital.

                  (ff) The Company maintains a system of accounting controls
         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 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.

                  (gg) Neither the Company nor any of its subsidiaries has
         violated any safety or similar law applicable to its business, nor any
         federal or state law relating to discrimination in the hiring,
         promotion or pay of employees nor any applicable federal or state wages
         and hours laws, except for violations that, individually or in the
         aggregate, would not result in a Material Adverse Effect. The Company
         is in compliance in all material respects with all presently applicable
         provisions of the Employee Retirement Income Security Act of 1974, as
         amended, including the regulations and published interpretations
         thereunder ("ERISA") except as would not result in a Material Adverse
         Effect; no "reportable event" (as defined in ERISA) has occurred with
         respect to any "pension plan" (as defined in ERISA) except for such
         events that, individually or in the





                                       10


         aggregate, would not result in a Material Adverse Effect; the Company
         has not incurred and does not expect to incur liability under (i) Title
         IV of ERISA with respect to termination of, or withdrawal from, any
         "pension plan" or (ii) Sections 412 or 4971 of the Internal Revenue
         Code of 1986, as amended, including the regulations and published
         interpretations thereunder (the "CODE"), except as would not result in
         a Material Adverse Effect; and each "pension plan" for which the
         Company would have any liability that is intended to be qualified under
         Section 401(a) of the Code is so qualified in all material respects and
         to the best of knowledge of the Company and the Guarantors, nothing has
         occurred, whether by action or by failure to act, which would cause the
         loss of such qualification.

                  (hh) Except as would not be reasonably expected to result in a
         Material Adverse Effect, all licenses and authorizations issued by
         federal and state authorities governing healthcare matters (the
         "LICENSES") required for the operation of the business of the Company
         and its subsidiaries are in full force and effect and there are no
         pending modifications, amendments or revocation proceedings which would
         adversely affect the operation of any of the healthcare business
         currently owned by the Company and its subsidiaries. All fees due and
         payable to governmental authorities pursuant to the rules governing
         Licenses have been paid, except those that would not be reasonably
         expected to result in a Material Adverse Effect. No event has occurred
         with respect to the Licenses held by the Company, or its respective
         subsidiaries, which, with the giving of notice or the lapse of time or
         both, would constitute grounds for revocation of any Licenses, except
         as set forth in the Schedule of Conditions of Participations attached
         hereto. Each of the Company and its subsidiaries is in compliance in
         all material respects with the terms of the Licenses, except as set
         forth in the Schedule of Conditions of Participations attached hereto,
         as applicable, and there is no condition, event or occurrence existing,
         nor is there any proceeding being conducted of which the Company has
         received notice, nor, to the best knowledge of the Company and the
         Guarantors, is there any proceeding threatened, by any governmental
         authority, which would cause the termination, suspension, cancellation
         or nonrenewal of any of the Licenses, or the imposition of any penalty
         or fine (that is material to the Company and its subsidiaries, taken as
         a whole) by any regulatory authority, except as set forth in the
         Schedule of Conditions of Participations attached hereto. No
         registrations, filings, applications, notices, transfers, consents,
         approvals, audits, qualifications, waivers or other action of any kind
         is required by virtue of the execution, delivery and performance of
         this Agreement, and the issuance and delivery of the Notes and
         Guarantees, to avoid the loss of any such License, permit, consent,
         concession or other authorization or any asset, property or right
         pursuant to the terms thereof, or the violation or breach of any
         applicable law thereto.


                  (ii) The Company has all requisite corporate power and
         authority to enter into the purchase agreements between the Company and
         certain holders of its 5.9% convertible subordinated notes due 2005 and
         its 6.0% convertible subordinated notes due 2004 (collectively, the
         "CONVERTIBLE NOTES"), with respect to the repurchase by the Company of
         the Convertible Notes (the "PURCHASE AGREEMENTS"), together with any
         and all other agreements and instruments ancillary to or entered into
         in connection with the transactions contemplated thereby.






                                       11


                  (jj) The Purchase Agreements have been duly authorized,
         executed and delivered by the Company.

The Company and the Guarantors understand that the Initial Purchasers and, for
purposes of the opinions to be delivered to you pursuant to Section 5 hereof,
counsel to the Company and counsel to the Initial Purchasers, will rely upon the
accuracy and truth of the foregoing representations and hereby consents to such
reliance.


         SECTION 2.        Purchase, Sale and Delivery of the Notes.

                  (a) The Notes. The Company agrees to issue and sell to the
         Initial Purchasers, severally and not jointly, all of the Notes 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, each Initial Purchaser
         agrees, severally and not jointly, to purchase from the Company the
         aggregate principal amount of Notes set forth opposite its name on
         SCHEDULE 1, at a purchase price of 97.25% of the principal amount
         thereof payable on the Closing Date.

                  (b) The Closing Date. Delivery of certificates for the Notes
         in definitive form to be purchased by the Initial Purchasers and
         payment therefor shall be made at the offices of Weil, Gotshal & Manges
         LLP, 767 Fifth Avenue, New York, New York 10153 (or such other place as
         may be agreed to by the Company and the Initial Purchasers) at 9:00
         a.m. New York City time, on November 15, 2001 or such other time and
         date as the Initial Purchasers shall designate by notice to the Company
         (the time and date of such closing are called the "CLOSING DATE"). The
         Company hereby acknowledges that 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 3(b).

                  (c) Delivery of the Notes. The Company shall deliver, or cause
         to be delivered, to UBS Warburg LLC for the accounts of the several
         Initial Purchasers certificates for the Notes at the Closing Date
         against the irrevocable release of a wire transfer of immediately
         available funds 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 Depository,
         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 the Initial Purchasers 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. 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.





                                       12


                  (e) Initial Purchasers as Qualified Institutional Buyers. Each
         Initial Purchaser severally and not jointly represents and warrants to,
         and agrees with, the Company that (i) it is a Qualified Institutional
         Buyer and an "accredited investor" within the meaning of Rule 501 under
         the Securities Act (an "ACCREDITED INVESTOR"); (ii) no form of general
         solicitation or general advertising (within the meaning of Rule 502
         under the Securities Act) has been or will be used by the Initial
         Purchasers or any of their representatives in connection with the offer
         and sale of any of the Notes; and (iii) it will otherwise act in
         accordance with the terms and conditions set forth in this Agreement in
         connection with the placement of the Notes contemplated hereby.

         SECTION 3. Additional Covenants. The Company 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, the Company shall furnish to the Initial Purchasers for
         review a copy of 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 Notes by the Initial Purchasers with the Eligible
         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 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.

                  Following the consummation of the Exchange Offer or the
         effectiveness of an applicable shelf registration statement and for so
         long as the Notes are outstanding if, in the reasonable judgment of the
         Initial Purchasers, the Initial Purchasers or any of their affiliates
         (as such term is defined in the rules and regulations under the
         Securities Act) are required to deliver a prospectus in connection with
         sales of, or market-making activities with respect to, such securities,
         to periodically amend the applicable registration statement so that the
         information contained therein complies with the requirements of Section
         10 of the Securities Act, to amend the applicable registration
         statement or supplement the related prospectus when necessary to
         reflect any material changes in the information provided therein so
         that the registration statement and the prospectus will not contain any
         untrue statement of a material fact or omit to state any material fact
         necessary in order to make the statements therein, in the light of the
         circumstances existing as of the date the prospectus is so delivered,
         not misleading and to provide the Initial Purchasers



                                       13


         with copies of each amendment or supplement filed as the Initial
         Purchasers may reasonably request.

                  The Company hereby expressly acknowledges that the
         indemnification and contribution provisions of Section 8 hereof are
         specifically applicable and relate to each offering memorandum,
         registration statement, prospectus, amendment or supplement referred to
         in this Section 3.

                  (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 shall cooperate with the
         Initial Purchasers and counsel for the Initial Purchasers to qualify or
         register the Notes and the Guarantees 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 Notes and the Guarantees. The Company shall not 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 will advise the Initial
         Purchasers promptly of the suspension of the qualification or
         registration of (or any such exemption relating to) the Notes and the
         Guarantees for offering, sale or trading in any jurisdiction or any
         initiation or 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 shall use its best efforts to
         obtain the withdrawal thereof at the earliest possible moment.

                  (e) Use of Proceeds. The Company shall apply the net proceeds
         from the sale of the Notes sold by it in the manner described under the
         caption "Use of Proceeds" in the Offering Memorandum.

                  (f) DTC. The Company will cooperate with the Initial
         Purchasers and use its best efforts to permit the Notes to be eligible
         for clearance and settlement through the facilities of DTC.

                  (g) Additional Issuer Information. During any period in which
         the Company is not subject to Section 13 or 15(d) of the Exchange Act,
         for the benefit of holders and beneficial owners from time to time of
         Notes, the Company shall furnish, at its expense, upon request, to
         holders and beneficial owners of Notes and prospective purchasers of
         Notes information ("ADDITIONAL ISSUER INFORMATION") satisfying the
         requirements of subsection (d)(4)(i) of Rule 144A.

                  (h) Future Reports to the Initial Purchasers. For a period of
         three (3) years from the date of this Agreement, the Company will
         furnish to UBS Warburg LLC and Lehman Brothers Inc. as soon as
         practicable after the end of each fiscal year, copies of the Annual
         Report of the Company containing the balance sheet of the Company as of
         the






                                       14


         close of such fiscal year and statements of income, stockholders'
         equity and cash flows for the year then ended and the opinion thereon
         of the Company's independent public or certified public accountants;
         (ii) as soon as practicable after the filing thereof, copies of each
         proxy statement, Annual Report on Form 10-K, Quarterly Report on Form
         10-Q, Current Report on Form 8-K or other report filed by the Company
         with the Commission, the NASD or any securities exchange; and (iii) 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 Notes).

                  (i) No Integration. The Company agrees that it will not and
         will cause its Affiliates not to make any offer or sale of securities
         of the Company 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 the sale of the
         Notes by the Company to the Initial Purchasers, (ii) the resale of the
         Notes by the Initial Purchasers to Eligible Purchasers or (iii) the
         resale of the Notes by such Eligible 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.

                  (j) Legended Notes. Each certificate for a Note will bear the
         legend contained in "Notice to Investors" in the Offering Memorandum
         for the time period and upon the other terms stated in the Offering
         Memorandum.

                  (k) PORTAL. The Company will use its best efforts to cause the
         Notes to be eligible for the National Association of Securities
         Dealers, Inc. PORTAL market (the "PORTAL market").

         UBS Warburg LLC and Lehman Brothers Inc. may, on behalf of the several
Initial Purchasers, in their sole discretion, waive in writing the performance
by the Company of any one or more of the foregoing covenants or extend the time
for their performance.

         SECTION 4. Expenses. The Company agrees to pay (i) the costs incident
to the authorization, issuance, sale and delivery of the Notes and the
Guarantees and any taxes payable in that connection; (ii) the costs incident to
the preparation, printing and distribution of the Preliminary Offering
Memorandum and the Offering Memorandum and any amendments and exhibits thereto;
(iii) the fees, disbursements and expenses of the Company and its counsel and
accountants; (iv) all expenses and listing fees in connection with the
application for quotation of the Notes and the Guarantees in PORTAL; (v) all
fees and expenses (including fees and expenses of counsel) of the Company in
connection with approval of the Notes and the Guarantees by DTC for "book-entry"
transfer; (vi) the fees and expenses of qualifying the Notes under the
securities laws of the several jurisdictions as provided in Section 4 and of
preparing, printing and distributing a Blue Sky Memorandum (including reasonable
related fees and expenses of counsel to the Initial Purchasers); (vii) any fees
charged by securities rating services for rating the Notes and the Guarantees;
(viii) the fees and expenses of the Trustee and the Trustee's counsel in
connection with the Indenture and the Notes; and (ix) all other costs and
expenses incident to the performance of the obligations of the Company and the
Guarantors under this Agreement; provided, however, that the Initial Purchasers
shall reimburse the Company for up to $135,000 of the Company's expenses
incurred in connection with the






                                       15


Offering of the Notes; provided further that, except as provided in this Section
4 and in Section 6, the Initial Purchasers shall pay their own costs and
expenses, including the costs and expenses of their counsel, any transfer taxes
on the Notes and the Guarantees which they may sell and the expenses of
advertising any offering of the Notes and the Guarantees made by the Initial
Purchasers.

         SECTION 5. Conditions of the Obligations of the Initial Purchasers. The
respective obligations of the Initial Purchasers hereunder are subject to the
accuracy, when made and on the Closing Date, of the representations and
warranties of the Company and the Guarantors contained herein, to the
performance by the Company of its obligations hereunder, and to each of the
following additional terms and conditions:

                  (a) The Initial Purchasers shall not have discovered and
         disclosed to the Company on or prior to the Closing Date that the
         Offering Memorandum or any amendment or supplement thereto contains an
         untrue statement of a fact which, in the reasonable opinion of Weil,
         Gotshal & Manges LLP, counsel for the Initial Purchasers, is material
         or omits to state a fact which, in the opinion of such counsel, is
         material and is required to be stated therein or is necessary to make
         the statements therein not misleading.

                  (b) All of the representations and warranties of the Company
         and the Guarantors contained in this Agreement shall have been true and
         correct on the date hereof and shall be true and correct on the Closing
         Date with the same force and effect as if made on and as of the Closing
         Date. The Company and each of the Guarantors shall have performed or
         complied in all material respects with all of the agreements contained
         herein and required to be performed or complied with by them at or
         prior to the Closing Date.

                  (c) All corporate proceedings and other legal matters incident
         to the authorization, form and validity of this Agreement, the
         Operative Documents, the Offering Documents, and all other legal
         matters relating to this Agreement and the transactions contemplated
         hereby shall be reasonably satisfactory in all material respects to
         counsel for the Initial Purchasers, and the Company shall have
         furnished to such counsel all documents and information that they may
         reasonably request to enable them to pass upon such matters.

                  (d) Each of the Initial Purchasers shall have received on the
         Closing Date an opinion, in form and substance reasonably satisfactory
         to the Initial Purchasers and counsel for the Initial Purchasers, dated
         the Closing Date, from counsel for the Company and the Guarantors
         substantially in the form attached hereto as Exhibit 5(d).

                  (e) Each of the Initial Purchasers shall have received on the
         Closing Date an opinion, in form and substance reasonably satisfactory
         to the Initial Purchasers and counsel for the Initial Purchasers, dated
         the Closing Date, from David Waskey, general counsel to the Company and
         the Guarantors substantially in the form attached hereto as Exhibit
         5(e).





                                       16


                  (f) The Initial Purchasers shall have received from Weil,
         Gotshal & Manges LLP, counsel for the Initial Purchasers, such opinion
         or opinions, dated such Closing Date, with respect to the issuance and
         sale of the Notes and the Guarantees, the Offering Memorandum and other
         related matters as the Initial Purchasers may reasonably require, and
         the Company and the Guarantors shall have furnished to such counsel
         such documents as they reasonably request for the purpose of enabling
         them to pass upon such matters.

                  (g) On the Closing Date, the Company, the Guarantors and the
         Trustee shall have entered into the Indenture and the Initial
         Purchasers shall have received counterparts, conformed as executed,
         thereof.

                  (h) On the Closing Date, the Company, the Guarantors and the
         Initial Purchasers shall have entered into the Registration Rights
         Agreement and the Initial Purchasers shall have received counterparts,
         conformed as executed, thereof.

                  (i) On the Closing Date, each of the Company, the Trustee and
         DTC shall have executed and delivered the DTC Letter of Representations
         and the Initial Purchasers shall have received counterparts, conformed
         as executed, thereof.

                  (j) On or before the Closing Date, each of the Company and the
         Credit Facility Guarantors shall have entered into the New Credit
         Facility and the Initial Purchasers shall have received counterparts,
         conformed as executed, thereof. There shall not exist at and as of the
         Closing Date any conditions that would constitute a default (or an
         event that with notice or the lapse of time, or both, would constitute
         a default), after giving effect to the issuance of the Notes and
         Guarantees, under the New Credit Facility and the commitments under the
         Existing Credit Facility have been terminated.

                  (k) The Notes shall have been approved for trading in PORTAL.

                  (l) The Initial Purchasers shall have received from KPMG, LLP
         a letter, in form and substance satisfactory to the Initial Purchasers,
         addressed to the Initial Purchasers and dated the date hereof (i)
         confirming that they are certified independent public accountants with
         respect to the Company under Rule 101 of the AICPA's Code of
         Professional Conduct and its interpretations and rulings and (ii)
         stating, as of the date hereof (or, with respect to matters involving
         changes or developments since the respective dates as of which
         specified financial information is given in the Offering Memorandum, as
         of a date not more than five days prior to the date hereof), the
         conclusions and findings of such firm with respect to the financial
         information and other matters ordinarily covered by accountants'
         "comfort letters" to underwriters in connection with registered public
         offerings.

                  (m) With respect to the letter of KPMG, LLP referred to in the
         preceding paragraph and delivered to the Initial Purchasers
         concurrently with the execution of this Agreement (the "INITIAL
         LETTER"), the Company shall have furnished to the Initial Purchasers a
         letter (the "BRING-DOWN LETTER") of such accountants, addressed to the
         Initial Purchasers and dated such Closing Date (i) stating, as of the
         date of the bring-down letter






                                       17


         (or, with respect to matters involving changes or developments since
         the respective dates as of which specified financial information is
         given in the Offering Memorandum, as of a date not more than five days
         prior to the date of the bring-down letter), the conclusions and
         findings of such firm with respect to the financial information and
         other matters covered by the initial letter and (ii) confirming in all
         material respects the conclusions and findings set forth in the initial
         letter.

                  (n) The Initial Purchasers shall have received (a) a
         certificate from the Company, dated the Closing Date, signed by its
         President and Chief Executive Officer and its Executive Vice President
         and Chief Financial Officer and (b) a certificate from each Guarantor,
         dated Closing Date, signed by its president stating, as applicable,
         that:

                           (i) the representations, warranties and agreements of
                  the Company and the Guarantors in Section 1 are true and
                  correct as of such Closing Date; the Company and the
                  Guarantors have complied with all their agreements contained
                  herein; and the conditions set forth in Sections 5(q) and 5(r)
                  have been fulfilled; and

                           (ii) they have carefully examined the Preliminary
                  Offering Memorandum and the Offering Memorandum and, in their
                  opinion (A) the Preliminary Offering Memorandum and Offering
                  Memorandum, as of their respective dates, did not, and the
                  Offering Memorandum, as of the Closing Date, does not include
                  any untrue statement of a material fact and did not omit to
                  state a material fact required to be stated therein or
                  necessary to make the statements therein not misleading, and
                  (B) since the date of the Offering Memorandum, no event has
                  occurred which should have been set forth in a supplement or
                  amendment to Offering Memorandum.

                  (o) Weil, Gotshal & Manges LLP shall have been furnished with
         such other documents and opinions, in addition to those set forth
         above, as they may reasonably require for the purpose of enabling them
         to review or pass upon the matters referred to in this Agreement and in
         order to evidence the accuracy, completeness or satisfaction in all
         material respects of any of the representations, warranties or
         conditions herein contained.

                  (p) (i) Other than as set forth in the Offering Memorandum,
         neither the Company nor any of its subsidiaries shall have sustained
         since the date of the latest audited financial statements included or
         incorporated by reference in the Offering Memorandum any loss or
         interference with its business from fire, explosion, flood or other
         calamity, whether or not covered by insurance, or from any labor
         dispute or court or governmental action, order or decree, or (ii) since
         such date there shall not have been any change in the capital stock or
         long-term debt of the Company or any of its subsidiaries or any change,
         or any development involving a prospective change, in or affecting the
         general affairs, management, financial position, stockholders' equity
         or results of operations of the Company and its subsidiaries, otherwise
         than as set forth or contemplated in the Offering Memorandum, the
         effect of which, in any such case described in clause (i) or (ii), is,
         in the sole judgment of the Initial Purchasers, so material and adverse
         as to make it impracticable or inadvisable to proceed with the offering
         or the





                                       18


         delivery of the Notes and the Guarantees being delivered on the Closing
         Date on the terms and in the manner contemplated in the Offering
         Memorandum.

                  (q) Subsequent to the execution and delivery of this Agreement
         (i) no downgrading shall have occurred in the rating accorded the Notes
         by any "nationally recognized statistical rating organization", as that
         term is defined by the Commission for purposes of Rule 436(g)(2) of the
         rules and regulations of the Commission under the Securities Act and
         (ii) such organization shall not have publicly announced, or privately
         informed the Company, that it has under surveillance or review, with
         possible negative implications, its rating of any of the Company's debt
         securities.

                  (r) Subsequent to the execution and delivery of this Agreement
         there shall not have occurred any of the following: (i) trading in
         securities generally on the New York Stock Exchange or the Nasdaq
         National Market or in the over-the-counter market, or trading in any
         securities of the Company on any exchange or in the over-the-counter
         market, shall have been suspended or minimum prices shall have been
         established on any such exchange or such market by the Commission, by
         such exchange or by any other regulatory body or governmental authority
         having jurisdiction, (ii) a banking moratorium shall have been declared
         by federal or state authorities, (iii) the United States shall have
         become engaged in hostilities, there shall have been an escalation in
         hostilities involving the United States or there shall have been a
         declaration of a national emergency or war by the United States or (iv)
         there shall have occurred such a material adverse change in general
         economic, political or financial conditions (or the effect of
         international conditions on the financial markets in the United States
         shall be such) as to make it, in the sole judgment of the Initial
         Purchasers, impracticable or inadvisable to proceed with the offering
         or delivery of the Notes and the Guarantees being delivered on the
         Closing Date on the terms and in the manner contemplated in the
         Offering Memorandum.

         All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Initial Purchasers.

         SECTION 6. Reimbursement of Initial Purchasers' Expenses. If the
Company and the Guarantors shall fail to tender the Notes and the Guarantees for
delivery to the Initial Purchasers by reason of any failure, refusal or
inability on the part of the Company and the Guarantors to perform any agreement
on its part to be performed, or because any other condition (other than a
condition with respect to Section 5(r) hereto) of the Initial Purchasers'
obligations hereunder required to be fulfilled by the Company and the Guarantors
is not fulfilled, the Company and the Guarantors will reimburse the Initial
Purchasers for all reasonable out-of-pocket expenses (including fees and
disbursements of counsel) incurred by the Initial Purchasers in connection with
this Agreement and the proposed purchase of the Notes and the Guarantees, and
upon demand the Company and the Guarantors shall pay the full amount thereof to
the Representative. If this Agreement is terminated pursuant to Section 10 by
reason of the default of one or more Initial Purchasers, the Company and the
Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser
on account of those expenses.




                                       19


         SECTION 7. Offer, Sale and Resale Procedures. Each of the Initial
Purchasers and the Company hereby establish and agree to observe the following
procedures in connection with the offer and sale of the Notes:

                  (a) Offers and sales of the Notes 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 to persons whom the offeror or seller
         reasonably believes to be qualified institutional buyers (as defined in
         Rule 144A under the Securities Act) or non-U.S. persons outside the
         United States to whom the offeror or seller reasonably believes offers
         and sales of the Notes may be made in reliance upon Regulation S under
         the Securities Act, upon the terms and conditions set forth in Section
         7(D) hereof.

                  (b) The Notes will be offered by approaching prospective
         Eligible Purchasers on an individual basis. No general solicitation or
         general advertising (within the meaning of Rule 502 under the
         Securities Act) will be used in the United States in connection with
         the offering of the Notes.

                  (c) 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 Notes)
         shall bear the following legend:

                  "THE NOTE (OR ITS PREDECESSORS) EVIDENCED HEREBY WAS
         ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
         SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT"), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED,
         SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
         APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED
         HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
         EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
         PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE
         SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE
         BENEFIT OF RES-CARE, INC. (THE "COMPANY") THAT (A) SUCH NOTE MAY BE
         RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO
         THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
         DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT), PURCHASING FOR ITS
         OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
         UNDER THE SECURITIES ACT, (b) IN A TRANSACTION MEETING THE REQUIREMENTS
         OF RULE 144 OF THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A
         FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
         RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE
         WITH ANOTHER EXEMPTION FROM THE REGISTRATIONS REQUIREMENTS OF THE
         SECURITIES ACT PROVIDED THAT IN THE CASE OF A TRANSFER PURSUANT TO
         CLAUSE (d) SUCH TRANSFER



                                       20


         IS SUBJECT TO THE RECEIPT BY THE REGISTRAR (AND THE COMPANY, IF IT SO
         REQUESTS) OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF
         COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
         SECURITIES ACT, (ii) TO THE COMPANY OR (iii) PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN
         ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
         UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND THE INDENTURE
         GOVERNING THE NOTES AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
         IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED
         HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE."

                  (d) With respect to Notes sold in reliance on Regulation S,
         each Initial Purchaser agrees that it has not offered or sold and will
         not offer or sell the Notes 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 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 Notes 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 Purchaser agrees that, during such
         40-day distribution compliance period, it will not cause any
         advertisement with respect to the Notes (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
         Notes, except such advertisements as are permitted by and include the
         statements required by Regulation S. Each Initial Purchaser agrees
         that, at or prior to confirmation of a sale of Notes by it to any
         distributor, dealer or person receiving a selling concession, fee or
         other remuneration during the distribution compliance period referred
         to in Rule 903 under the Securities Act, it 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 Notes 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 as part of your distribution at any
         time or (ii) otherwise until 40 days after the later of the date the
         Notes were first offered to persons other than "distributors" (as
         defined in Regulation S) in reliance upon Regulation S and the Closing
         Date, except in either case in accordance with Regulation S under the
         Securities Act (or Rule 144A or 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."





                                       21


                  (e) Following the sale of the Notes by the Initial Purchasers
         to Eligible Purchasers pursuant to the terms hereof, the Initial
         Purchasers shall not be liable or responsible to the Company for any
         losses, damages or liabilities suffered or incurred by the Company,
         including any losses, damages or liabilities under the Securities Act,
         arising from or relating to any resale or transfer of any Security.

         SECTION 8.        Indemnification and Contribution.

         (a) The Company and the Guarantors, shall jointly and severally,
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 (a "CONTROLLING PERSON"),
from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof (including, but not limited to, any loss, claim,
damage, liability or action relating to purchases and sales of the Notes and the
Guarantees), to which that Initial Purchaser, director, officer, employee,
affiliate or Controlling Person may become subject, under the Securities Act or
otherwise, insofar as such loss, claim, damage, liability or action arises out
of, or is based upon, (i) any untrue statement or alleged untrue statement of a
material fact contained (A) in any Preliminary Offering Memorandum, the Offering
Memorandum or in any amendment or supplement thereto, (B) in any Blue Sky
application or other document prepared or executed by the Company (or based upon
any written information furnished by the Company) specifically for the purpose
of qualifying any or all of the Notes and the Guarantees under the securities
laws of any state or other jurisdiction (any such application, document or
information being hereinafter called a "BLUE SKY APPLICATION") or (C) in any
materials or information provided to investors by, or with the approval of, the
Company in connection with the marketing of the offering of the Notes
("MARKETING MATERIALS"), including any roadshow or investor presentations made
to investors by the Company (whether in person or electronically), (ii) the
omission or alleged omission to state in any Preliminary Offering Memorandum,
the Offering Memorandum or in any amendment or supplement thereto, or in any
Blue Sky Application or Marketing Materials, any material fact required to be
stated therein or necessary to make the statements therein not misleading or
(iii) any act or failure to act or any alleged act or failure to act by any
Initial Purchaser in connection with, or relating in any manner to, the Notes
and the Guarantees or the offering contemplated hereby, and which is included as
part of or referred to in any loss, claim, damage, liability or action arising
out of or based upon matters covered by clause (i) or (ii) above (provided that
the Company and the Guarantors shall not be liable under this clause (iii) to
the extent that it is determined in a final judgment by a court of competent
jurisdiction that such loss, claim, damage, liability or action resulted
directly from any such acts or failures to act undertaken or omitted to be taken
by such Initial Purchaser through its gross negligence or willful misconduct),
and shall reimburse each Initial Purchaser and each such director, officer,
employee, affiliate or Controlling Person promptly upon demand for any legal or
other expenses reasonably incurred by that Initial Purchaser, director, officer,
employee, affiliate or Controlling Person in connection with investigating or
defending or preparing to defend against any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that the Company and
the Guarantors shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or action arises out of, or is based upon, any
untrue statement or alleged untrue statement or omission or alleged omission
made in any Preliminary Offering Memorandum, the Offering Memorandum or in any
such amendment or supplement, or in any Blue Sky Application in reliance upon
and in conformity with written






                                       22


information concerning such Initial Purchaser furnished to the Company through
the Representative by or on behalf of any Initial Purchaser specifically for
inclusion therein which information consists solely of the information specified
in Section 8(e). The foregoing indemnity agreement is in addition to any
liability which the Company and the Guarantors may otherwise have to any Initial
Purchaser or to any director, officer, employee, affiliate or Controlling Person
of that Initial Purchaser.

         (b) Each Initial Purchaser, severally and not jointly, shall indemnify
and hold harmless the Company, the Guarantors, their officers and employees,
each of their directors, and each person, if any, who controls the Company
within the meaning of the Securities Act, from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof, to
which the Company, the Guarantors or any such director, officer, employee,
affiliate or Controlling Person may become subject, under the Securities Act or
otherwise, insofar as such loss, claim, damage, liability or action arises out
of, or is based upon, (i) any untrue statement or alleged untrue statement of a
material fact contained (A) in any Preliminary Offering Memorandum, the Offering
Memorandum or in any amendment or supplement thereto or (B) in any Blue Sky
Application or (ii) the omission or alleged omission to state in any Preliminary
Offering Memorandum, the Offering Memorandum or in any amendment or supplement
thereto, or in any Blue Sky Application any material fact required to be stated
therein or necessary to make the statements therein not misleading, but in each
case only to the extent that the untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information concerning such Initial Purchaser furnished to the Company
through the Representative by or on behalf of that Initial Purchaser
specifically for inclusion therein, which information consists solely of the
information specified in Section 8(e), and shall reimburse the Company and any
such director, officer, employee, affiliate or Controlling Person for any legal
or other expenses reasonably incurred by the Company or any such director,
officer, employee, affiliate or Controlling Person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which any Initial Purchaser
may otherwise have to the Company, the Guarantors or any such director, officer,
employee, affiliate or Controlling Person.

         (c) Promptly after receipt by an indemnified party under this Section 8
of notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 8, notify the indemnifying party in writing of the
claim or the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 8 except to the extent it has been materially
prejudiced by such failure and, provided further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 8. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by







                                       23


the indemnified party in connection with the defense thereof other than
reasonable costs of investigation; provided, however, any indemnified party
shall have the right to employ separate counsel in any such action and to
participate in the defense thereof but the fees and expenses of such counsel
shall be at the expense of the indemnified party unless (i) the employment of
such counsel has been specifically authorized by the indemnifying party in
writing, or (ii) such indemnified party shall have been advised by such counsel
that there may be one or more legal defenses available to it which are different
from or additional to those available to the indemnifying party and in the
reasonable judgment of such counsel it is advisable for such indemnified party
to employ separate counsel or (iii) the indemnifying party has failed to assume
the defense of such action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions 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 one local counsel) at
any time for all such indemnified parties, which firm shall be designated in
writing by (x) UBS Warburg LLC if the indemnified parties under this Section 8
consist of the Initial Purchasers or any of their respective directors,
officers, employees, affiliates or Controlling Persons, or (y) by the Company,
if the indemnified parties under this Section 8 consist of any of the Company,
any of the Guarantors or any of their respective directors, officers, employees,
affiliates or Controlling Persons. No indemnifying party shall (i) without the
prior written consent of the indemnified parties (which consent shall not be
unreasonably withheld), settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding or (ii) be liable for any
settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with the consent of
the indemnifying party or if there be a final judgment of the plaintiff in any
such action, the indemnifying party agrees to indemnify and hold harmless any
indemnified party from and against any loss or liability by reason of such
settlement or judgment.

         (d) If the indemnification provided for in this Section 8 shall for any
reason be unavailable to or insufficient to hold harmless an indemnified party
under Section 8(a) or 8(b) in respect of any loss, claim, damage or liability,
or any action in respect thereof, referred to therein, then each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability, or action in respect thereof, (i) in such proportion
as shall be appropriate to reflect the relative benefits received by the Company
on the one hand and the Initial Purchasers on the other from the offering of the
Notes and the Guarantees or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company, on the one hand, and the Initial Purchasers
on the other with respect to the statements or omissions which resulted in such
loss, claim, damage or liability, or action in respect thereof, as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Initial Purchasers on the other with






                                       24


respect to such offering shall be deemed to be in the same proportion as the
total net proceeds from the offering of the Notes and the Guarantees purchased
under this Agreement (before deducting expenses) received by the Company, on the
one hand, and the total purchase discounts and commissions received by the
Initial Purchasers with respect to the Notes and the Guarantees purchased under
this Agreement, on the other hand, bear to the total gross proceeds from the
offering of the Notes and the Guarantees under this Agreement, in each case as
set forth in this Agreement. The relative fault shall be determined by reference
to whether the 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 or the Initial Purchasers, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company, the Guarantors and the Initial
Purchasers agree that it would not be just and equitable if contributions
pursuant to this Section 8 were to be determined by pro rata allocation (even if
the Initial Purchasers were treated as one entity for such purpose) or by any
other method of allocation which does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 8 shall be deemed to include, for
purposes of this Section 8(d), 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(d), no Initial
Purchaser shall be required to contribute any amount in excess of the amount by
which the total price at which the Notes purchased by it was resold to Eligible
Purchasers exceeds the amount of any damages which such Initial Purchaser has
otherwise paid or become liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Initial Purchasers' obligations to contribute
as provided in this Section 8(d) are several in proportion to their respective
Purchase obligations and not joint.

         (e) The Initial Purchasers severally confirm and the Company and the
Guarantors acknowledge that the first sentence in paragraph 4, the first
sentence in paragraph 6 and paragraphs 7 and 8 under the caption "Plan of
Distribution" in the Offering Memorandum constitute the only information
concerning the Initial Purchasers furnished in writing to the Company by or on
behalf of the Initial Purchasers specifically for inclusion in the Offering
Memorandum.

         SECTION 9.        Defaulting Initial Purchasers.

         If, on the Closing Date, any Initial Purchaser defaults in the
performance of its obligations under this Agreement, the remaining
non-defaulting Initial Purchasers shall be obligated to purchase the Notes which
the defaulting Initial Purchaser agreed but failed to purchase on the Closing
Date in the respective proportions which the amount of the Notes set opposite
the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto
bears to the total amount of Notes set opposite the names of all the remaining
non-defaulting Initial Purchasers in Schedule 1 hereto; provided, however, that
the remaining non-defaulting Initial Purchasers shall not be obligated to
purchase any of the Notes on the Closing Date if the total amount of the Notes
which the defaulting Initial Purchaser or Initial Purchasers agreed but failed
to purchase on such date exceeds 9.09% of the total amount of Notes to be
purchased on the






                                       25


Closing Date, and any remaining non-defaulting Initial Purchaser shall not be
obligated to purchase more than 110% of the amount of Notes which it agreed to
purchase on the Closing Date pursuant to the terms of Section 3. If the
foregoing maximums are exceeded, the remaining non-defaulting Initial
Purchasers, or those other Initial Purchasers satisfactory to the Representative
who so agree, shall have the right, but shall not be obligated, to purchase, in
such proportion as may be agreed upon among them, all of the Notes to be
purchased on the Closing Date. If the remaining Initial Purchasers or other
Initial Purchasers satisfactory to the Representative do not elect to purchase
the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed
but failed to purchase on the Closing Date, this Agreement shall terminate
without liability on the part of any non-defaulting Initial Purchaser or the
Company, except that the Company will continue to be liable for the payment of
expenses to the extent set forth in Sections 4 and 6. As used in this Agreement,
the term "Initial Purchaser" includes, for all purposes of this Agreement unless
the context requires otherwise, any party not listed in Schedule 1 hereto who,
pursuant to this Section 9, purchases the Notes which a defaulting Initial
Purchaser agreed but failed to purchase.

         Nothing contained herein shall relieve a defaulting Initial Purchaser
of any liability it may have to the Company and the Guarantors for damages
caused by its default. If other Initial Purchasers are obligated or agree to
purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the
Representative or the Company may postpone the Closing Date for up to seven full
business days in order to effect any changes that in the opinion of counsel for
the Company or counsel for the Initial Purchasers may be necessary in the
Offering Memorandum or in any other document or arrangement.

         SECTION 10. Termination. The obligations of the Initial Purchasers
hereunder may be terminated by the Representative by notice given to and
received by the Company prior to delivery of and payment for the Notes if, prior
to that time, any of the events described in Sections 5(p), 5(q) and 5(r) shall
have occurred or if the Initial Purchasers shall decline to purchase the Notes
for any reason permitted under this Agreement.

         SECTION 11. Notices, etc. All statements, requests, notices and
agreements hereunder shall be in writing, and:

                  (a) if to the Initial Purchasers, shall be delivered or sent
         by mail, telex or facsimile transmission to:

                           (i) UBS Warburg LLC, 677 Washington Blvd, Stamford,
                  Connecticut 06901, Attention: High Yield Capital Markets with
                  a copy, in the case of notice pursuant to Section 8(d), to UBS
                  Warburg LLC, 677 Washington Blvd, Stamford, Connecticut 06901,
                  Attention: Legal Affairs;

                           (ii) with a copy to Weil, Gotshal & Manges LLP, 767
                  Fifth Avenue, New York, New York 10153, Attention: Rod Miller,
                  Esq. (Fax: 212-310-8007); and

                  (b) if to the Company, shall be delivered or sent by mail,
         telex or facsimile transmission to:






                                       26


                           (i) the address of the Company set forth in the
                  Registration Statement, Attention: L. Bryan Shaul, Executive
                  Vice President and Chief Financial Officer/Dave Waskey,
                  General Counsel (Fax: 502-394-2206),

                           (ii) with a copy to Frost Brown Todd LLC, 400 West
                  Market Street, 32nd Floor, Louisville, KY 40202, Attention:
                  Alan K. MacDonald (Fax: 502-581-1087);

provided, however, that any notice to an Initial Purchaser pursuant to Section
8(c) shall be delivered or sent by mail, telex or facsimile transmission to such
Initial Purchaser at its address set forth in its acceptance telex to the
Representatives, which address will be supplied to any other party hereto by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof. The Company and the
Guarantors shall be entitled to act and rely upon any request, consent, notice
or agreement given or made on behalf of the Initial Purchasers by UBS Warburg
LLC and Lehman Brothers Inc. on behalf of the Initial Purchasers.

         SECTION 12. Persons Entitled to Benefit of Agreement. This Agreement
shall inure to the benefit of and be binding upon the Initial Purchasers and
each of its directors, officers, employees, affiliates and Controlling Persons,
the Company, the Guarantors and their respective successors. This Agreement and
the terms and provisions hereof are for the sole benefit of only those persons,
except that (A) the representations, warranties, indemnities and agreements of
the Company and the Guarantors contained in this Agreement shall also be deemed
to be for the benefit of the person or persons, if any, who control any Initial
Purchaser within the meaning of Section 15 of the Securities Act and (B) the
indemnity agreement of the Initial Purchasers contained in Section 8(b) of this
Agreement shall be deemed to be for the benefit of directors of the Company and
the Guarantors and any person controlling the Company within the meaning of
Section 15 of the Securities Act. Nothing in this Agreement is intended or shall
be construed to give any person, other than the persons referred to in this
Section 12, any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision contained herein.

         SECTION 13. Survival. The respective indemnities, representations,
warranties and agreements of the Company, the Guarantors and the Initial
Purchasers contained in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall survive the delivery of and
payment for the Notes and the Guarantees and shall remain in full force and
effect, regardless of any investigation made by or on behalf of any of them or
any person controlling any of them.

         SECTION 14. Definition of the Terms "Business Day" and "Subsidiary".
For purposes of this Agreement, (a) "BUSINESS DAY" means each Monday, Tuesday,
Wednesday, Thursday or Friday which is not a day on which banking institutions
in New York, New York are generally authorized or obligated by law or executive
order to close and (b) "SUBSIDIARY" has the meaning set forth in Rule 405 of the
rules and regulations of the Commission under the Securities Act.

         SECTION 15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the state of New York.





                                       27


         SECTION 16. Counterparts. This Agreement may be executed in two or more
counterparts and, if executed in two or more counterparts, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

         SECTION 17. Headings. The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.
























                                       28




         If the foregoing correctly sets forth the agreement among the Company,
the Guarantors and the Initial Purchasers, please indicate your acceptance in
the space provided for that purpose below.

                           Very truly yours,

                           RES-CARE, INC.



                           By: /s/ L. Bryan Shaul
                                       Name:  L. Bryan Shaul
                                       Title:  Executive Vice President
                                               Finance & Administration, CFO

                           ALTERNATIVE CHOICES, INC.
                           BALD EAGLE ENTERPRISES, INC.
                           CAPITAL TX INVESTMENTS, INC.
                           CATX PROPERTIES, INC.
                           CNC/ACCESS, INC.
                           COMMUNITY ADVANTAGE, INC.
                           COMMUNITY ALTERNATIVES ILLINOIS, INC.
                           COMMUNITY ALTERNATIVES INDIANA, INC.
                           COMMUNITY ALTERNATIVES KENTUCKY, INC.
                           COMMUNITY ALTERNATIVES MISSOURI, INC.
                           COMMUNITY ALTERNATIVES NEBRASKA, INC.
                           COMMUNITY ALTERNATIVES TEXAS PARTNER, INC.
                           COMMUNITY ALTERNATIVES VIRGINIA, INC.
                           EDUCARE COMMUNITY LIVING-TEXAS LIVING CENTERS, INC.
                           J. & J. CARE CENTERS, INC.
                           NORMAL LIFE, INC.
                           PEOPLESERVE, INC.
                           RAISE GEAUGA, INC.
                           RES-CARE ALABAMA, INC.
                           RES-CARE CALIFORNIA, INC. D/B/A RCCA SERVICES
                           RES-CARE ILLINOIS, INC.
                           RES-CARE KANSAS, INC.
                           RES-CARE NEW JERSEY, INC.
                           RES-CARE NEW MEXICO, INC.
                           RES-CARE OHIO, INC.
                           RES-CARE OKLAHOMA, INC.
                           RES-CARE OTHER OPTIONS, INC.
                           RES-CARE PREMIER, INC.



                                       29


                           RES-CARE TENNESSEE, INC.
                           RES-CARE TRAINING TECHNOLOGIES, INC.
                           RES-CARE WASHINGTON, INC.
                           ROCKCREEK, INC.
                           RSCR CALIFORNIA, INC.
                           RSCR INLAND, INC.
                           RSCR WEST VIRGINIA, INC.
                           SOUTHERN HOME CARE SERVICES, INC.
                           TANGRAM REHABILITATION NETWORK, INC.
                           TEXAS HOME MANAGEMENT, INC.
                           THM HOMES, INC.
                           BRINKLEY GROUP HOMES, INC.
                           BAKER MANAGEMENT, INC.
                           BOLIVAR DEVELOPMENTAL TRAINING CENTER, INC.
                           BOLIVAR ESTATES, INC.
                           EBENEZER ESTATES, INC.
                           FORT MASON ESTATES, INC.
                           HILLSIDE ESTATES, INC.
                           HYDESBURG ESTATES, INC.
                           INDIVIDUALIZED SUPPORTED LIVING, INC.
                           MEADOW LANE ESTATES, INC.
                           MISSOURI PROGRESSIVE SERVICES, INC.
                           OAK WOOD SUITES OF BOLIVAR, INC.
                           OAKVIEW ESTATES OF BOLIVAR, INC.
                           PEBBLE CREEK ESTATES, INC.
                           RIVER BLUFF ESTATES, INC.
                           SHA-REE ESTATES, INC.
                           SKYVIEW ESTATES, INC.
                           UPWARD BOUND, INC.
                           WILLARD ESTATES, INC.
                           CAREERS IN PROGRESS, INC.
                           EDUCARE COMMUNITY LIVING-NORMAL LIFE, INC.
                           NORMAL LIFE OF CALIFORNIA, INC.
                           NORMAL LIFE OF CENTRAL INDIANA, INC.
                           NORMAL LIFE FAMILY SERVICES, INC.
                           NORMAL LIFE OF GEORGIA, INC.
                           NORMAL LIFE OF KENTUCKY, INC.
                           NORMAL LIFE OF LAFAYETTE, INC.
                           NORMAL LIFE OF LAKE CHARLES, INC.
                           NORMAL LIFE OF LOUISIANA, INC.
                           NORMAL LIFE OF SOUTHERN INDIANA, INC.
                           RES-CARE FLORIDA, INC.
                           EDUCARE COMMUNITY LIVING CORPORATION-AMERICA
                           PSI HOLDINGS, INC.
                           VOCA CORPORATION OF AMERICA



                                       30


                           VOCA RESIDENTAL SERVICES, INC.
                           B.W. J. OPPORTUNITY CENTERS, INC.
                           THE CITADEL GROUP, INC.
                           EDUCARE COMMUNITY LIVING CORPORATION-GULF COAST
                           EDUCARE COMMUNITY LIVING CORPORATION-MISSOURI
                           EDUCARE COMMUNITY LIVING CORPORATION-NEVADA
                           EDUCARE COMMUNITY LIVING CORPORATION-NEW MEXICO
                           EDUCARE COMMUNITY LIVING CORPORATION-NORTH CAROLINA
                           EDUCARE COMMUNITY LIVING CORPORATION-TEXAS
                           VOCA CORP.
                           VOCA CORPORATION OF FLORIDA
                           VOCA CORPORATION OF INDIANA
                           VOCA CORPORATION OF MARYLAND
                           VOCA CORPORATION OF NEW JERSEY
                           VOCA CORPORATION OF NORTH CAROLINA
                           VOCA CORPORATION OF OHIO
                           VOCA CORPORATION OF WASHINGTON, D.C.
                           VOCA CORPORATION OF WEST VIRGINIA, INC.



                           By:   /s/ L. Bryan Shaul
                                 Name:  L. Bryan Shaul
                                 Title: Executive Vice President Finance &
                                         Administration & CFO



                           THE ACADEMY FOR INDIVIDUAL EXCELLENCE, INC.
                           ALTERNATIVE YOUTH SERVICES, INC.
                           RES-CARE AVIATION, INC.
                           GENERAL HEALTH CORPORATION
                           YOUTHTRACK, INC.
                           EMPLOY-ABILITY UNLIMITED, INC.



                           By:   /s/ L. Bryan Shaul
                                 Name:  L. Bryan Shaul
                                 Title:  Executive Vice President Finance &
                                          Administration, CFO




                                       31





                           EDUCARE COMMUNITY LIVING LIMITED PARTNERSHIP



                           By:     Community Alternatives Texas Partner, Inc.
                                   its General Partner

                                   By:    /s/ L. Bryan Shaul
                                          Name:  L. Bryan Shaul
                                          Title: Executive Vice President
                                                 Finance   & Administration, CFO



                           NORMAL LIFE OF INDIANA



                           By:     Normal Life of Central Indiana, Inc.
                                   one of its General Partners

                                   By:   /s/ L. Bryan Shaul
                                          Name:  L. Bryan Shaul
                                          Title: Executive Vice President
                                                  Finance & Administration, CFO



                           and



                           By:     Normal Life of Central Indiana, Inc.
                                   the other General Partner

                                   By:   /s/ L. Bryan Shaul
                                          Name:  L. Bryan Shaull
                                          Title: Executive Vice President
                                                  Finance & Administration, CFO



                           VOCA OF INDIANA, LLC, a limited liability company



                           By:      /s/ L. Bryan Shaul
                                   Name:  L. Bryan Shaul
                                   Title: Executive Vice President Finance &
                                           Administration, CFO






                                       32



                           CREATIVE NETWORKS, LLC



                           By:     /s/ L. Bryan Shaul
                                   Name:  L. Bryan Shaul
                                   Title:  Executive Vice President Finance &
                                           Administration, CFO




























                                       33





Accepted:

UBS WARBURG LLC
LEHMAN BROTHERS INC.


For themselves and as Representatives
of the several Initial Purchasers named
in Schedule 1 hereto

         By UBS WARBURG LLC


         By:        /s/ Michael Leder
                   Name:  Michael Leder
                   Title:  Managing Director



         By:        /s/ Jed G. Cohen
                   Name:  Jed Cohen
                   Title:  Director



         LEHMAN BROTHERS INC.



         By:      /s/ Brian McCarty
                   Name:  Brian McCarty
                   Title:  Managing Director





















                                       34




                                   SCHEDULE 1


Initial Purchaser                                Principal Aggregate
- -----------------                                -------------------
                                                    Amount of Notes
                                                    ---------------
UBS Warburg LLC                                       $66,000,000
Lehman Brothers Inc.                                  $60,000,000
Banc One Capital Markets, Inc.                         $7,500,000
Firstar Capital Markets                                $7,500,000
Jefferies & Company, Inc.                              $4,500,000
First Analysis Securities Corp.                        $4,500,000

         Total                                       $150,000,000
                                                     ============

























                                       35




                                   SCHEDULE 2

                              Subsidiary Guarantors

ALTERNATIVE CHOICES, INC.
BALD EAGLE ENTERPRISES, INC.
CAPITAL TX INVESTMENTS, INC.
CATX PROPERTIES, INC.
CNC/ACCESS, INC.
COMMUNITY ADVANTAGE, INC.
COMMUNITY ALTERNATIVES ILLINOIS, INC.
COMMUNITY ALTERNATIVES INDIANA, INC.
COMMUNITY ALTERNATIVES KENTUCKY, INC.
COMMUNITY ALTERNATIVES MISSOURI, INC.
COMMUNITY ALTERNATIVES NEBRASKA, INC.
COMMUNITY ALTERNATIVES TEXAS PARTNER, INC.
COMMUNITY ALTERNATIVES VIRGINIA, INC.
EDUCARE COMMUNITY LIVING-TEXAS LIVING CENTERS, INC.
J. & J. CARE CENTERS, INC.
NORMAL LIFE, INC.
PEOPLESERVE, INC.
RAISE GEAUGA, INC.
RES-CARE ALABAMA, INC.
RES-CARE CALIFORNIA, INC. d/b/a RCCA SERVICES
RES-CARE ILLINOIS, INC.
RES-CARE KANSAS, INC.
RES-CARE NEW JERSEY, INC.
RES-CARE NEW MEXICO, INC.
RES-CARE OHIO, INC.
RES-CARE OKLAHOMA, INC.
RES-CARE OTHER OPTIONS, INC.
RES-CARE PREMIER, INC.
RES-CARE TENNESSEE, INC.
RES-CARE TRAINING TECHNOLOGIES, INC.
RES-CARE WASHINGTON, INC.
ROCKCREEK, INC.
RSCR CALIFORNIA, INC.
RSCR INLAND, INC.
RSCR WEST VIRGINIA, INC.
SOUTHERN HOME CARE SERVICES, INC.
TANGRAM REHABILITATION NETWORK, INC.
TEXAS HOME MANAGEMENT, INC.
THM HOMES, INC.
BRINKLEY GROUP HOMES, INC.
BAKER MANAGEMENT, INC.
BOLIVAR DEVELOPMENTAL TRAINING CENTER, INC.
BOLIVAR ESTATES, INC.








                                       36


EBENEZER ESTATES, INC.
FORT MASON ESTATES, INC.
HILLSIDE ESTATES, INC.
HYDESBURG ESTATES, INC.
INDIVIDUALIZED SUPPORTED LIVING, INC.
MEADOW LANE ESTATES, INC.
MISSOURI PROGRESSIVE SERVICES, INC.
OAK WOOD SUITES OF BOLIVAR, INC.
OAKVIEW ESTATES OF BOLIVAR, INC.
PEBBLE CREEK ESTATES, INC.
RIVER BLUFF ESTATES, INC.
SHA-REE ESTATES, INC.
SKYVIEW ESTATES, INC.
UPWARD BOUND, INC.
WILLARD ESTATES, INC.
CAREERS IN PROGRESS, INC.
EDUCARE COMMUNITY LIVING-NORMAL LIFE, INC.
NORMAL LIFE OF CALIFORNIA, INC.
NORMAL LIFE OF CENTRAL INDIANA, INC.
NORMAL LIFE FAMILY SERVICES, INC.
NORMAL LIFE OF GEORGIA, INC.
NORMAL LIFE OF KENTUCKY, INC.
NORMAL LIFE OF LAFAYETTE, INC.
NORMAL LIFE OF LAKE CHARLES, INC.
NORMAL LIFE OF LOUISIANA, INC.
NORMAL LIFE OF SOUTHERN INDIANA, INC.
RES-CARE FLORIDA, INC.
EDUCARE COMMUNITY LIVING CORPORATION-AMERICA
PSI HOLDINGS, INC.
VOCA CORPORATION OF AMERICA
VOCA RESIDENTAL SERVICES, INC.
B.W.J. OPPORTUNITY CENTERS, INC.
THE CITADEL GROUP, INC.
EDUCARE COMMUNITY LIVING CORPORATION-GULF COAST
EDUCARE COMMUNITY LIVING CORPORATION-MISSOURI
EDUCARE COMMUNITY LIVING CORPORATION-NEVADA
EDUCARE COMMUNITY LIVING CORPORATION-NEW MEXICO
EDUCARECOMMUNITY LIVING CORPORATION-NORTH CAROLINA
EDUCARE COMMUNITY LIVING CORPORATION-TEXAS
VOCA CORP.
VOCA CORPORATION OF FLORIDA
VOCA CORPORATION OF INDIANA
VOCA CORPORATION OF MARYLAND
VOCA CORPORATION OF NEW JERSEY
VOCA CORPORATION OF NORTH CAROLINA
VOCA CORPORATION OF OHIO







                                       37


VOCA CORPORATION OF WASHINGTON, D.C.
VOCA CORPORATION OF WEST VIRGINIA, INC.
THE ACADEMY FOR INDIVIDUAL EXCELLENCE, INC.
ALTERNATIVE YOUTH SERVICES, INC.
RES-CARE AVIATION, INC.
GENERAL HEALTH CORPORATION
YOUTHTRACK, INC.
EMPLOY-ABILITY UNLIMITED, INC.
EDUCARE COMMUNITY LIVING LIMITED PARTNERSHIP
NORMAL LIFE OF INDIANA
VOCA OF INDIANA, LLC, a limited liability company
CREATIVE NETWORKS, LLC












                                       38

EX-5.1

                                                                     EXHIBIT 5.1

                      [Letterhead of Frost Brown Todd LLC]

February 13, 2002

Res-Care, Inc.
10140 Linn Station Road
Louisville, Kentucky 40223

Gentlemen:

         We have acted as counsel to Res-Care, Inc., a Kentucky corporation (the
"Company"), in connection with the Company's offer to exchange (the "Exchange
Offer") $150,000,000 in aggregate principal amount of its 10 5/8% Senior Notes
due 2008 (the "Exchange Notes") which are being registered under the Securities
Act of 1933, as amended (the "Securities Act"), for its existing 10 5/8% Senior
Notes due 2008 (the "Old Notes"), as described in the Registration Statement on
Form S-4 relating to the Exchange Offer (as amended or supplemented, the
"Registration Statement") filed with the Securities and Exchange Commission. The
Exchange Notes will be guaranteed by each of the corporations, partnerships and
limited liability companies listed on the ANNEX hereto, each of which is
organized under the laws of the United States of America (collectively, the
"Subsidiary Guarantors").

         The Old Notes were issued, and the Exchange Notes are proposed to be
issued, pursuant to an indenture dated as of November 15, 2001 (the
"Indenture"), by and among the Company, the Subsidiary Guarantors and National
City Bank (the "Trustee"). The terms of the Exchange Notes to be issued are
substantially identical to the Old Notes, except for certain transfer
restrictions and registration rights relating to the Old Notes. The Indenture is
an exhibit to the Registration Statement. Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Registration
Statement.

         In connection with the opinions expressed in this letter, we have
reviewed the Registration Statement and the related Prospectus and the Indenture
(including the form of Exchange Notes and Notation of Guarantee related thereto)
(collectively referred to herein as the "Transaction Documents"). We also have
investigated such questions of law and examined originals or copies, certified
or otherwise identified to our satisfaction, of such other documents and
records, in each case as we have deemed necessary or appropriate for the purpose
of expressing the opinions set forth herein.

         In connection with the rendering of this opinion, we have examined and
relied, as to factual matters, upon originals, or copies certified or otherwise
identified to our satisfaction, of such documents, corporate records, statements
of public officials and Company officers and directors, and such other
instruments, and have made such investigations of law, as we have deemed
relevant and necessary as a basis for this opinion, including, without
limitation, the following documents:

          1.   The Transaction Documents;

          2.   The Old Notes;

          3.   The Company's minute books;

          4.   Copies of the certificates or articles of incorporation, each as
               amended as of the date hereof, of the Company and those
               Subsidiary Guarantors that are corporations;

          5.   Copies of the by-laws, each as amended as of the date hereof, of
               the Company and those Subsidiary Guarantors that are
               corporations;

          6.   Copies of limited liability company agreements, each as amended
               as of the date hereof, of those Subsidiary Guarantors that are
               limited liability companies;



          7.   Records of corporate and other proceedings of the Company and
               Subsidiary Guarantors relating to the authorization of the
               execution and delivery of the Indenture, and the authorization of
               the issuance thereunder of the Old Notes and the Exchange Notes;
               and

          8.   An executed counterpart of the Indenture (including the form of
               Notes contained therein).

          Based upon and subject to the foregoing and other limitations and
qualifications stated herein, we are of the opinion that:

               (i) the Exchange Notes and the Notations of Guarantee related
          thereto have been duly authorized by the Company and each of the
          Subsidiary Guarantors, respectively, and, when executed by the Company
          and each of the Subsidiary Guarantors, respectively, and duly
          authenticated by the Trustee and delivered in exchange for the Old
          Notes in accordance with the terms of the Indenture, if,
          notwithstanding the contrary governing law provision in the Indenture,
          the Exchange Note and the Notations of Guarantee related thereto were
          governed by the laws of the Commonwealth of Kentucky (other than the
          choice of law provisions thereof), the Exchange Notes and the
          Notations of Guarantee related thereto would constitute legal, valid
          and binding obligations of the Company and each of the Subsidiary
          Guarantors, respectively, enforceable against the Company and each of
          the Subsidiary Guarantors, respectively, in accordance with their
          terms; and

               (ii) the Indenture has been duly authorized, executed and
          delivered by the Company and each of the Subsidiary Guarantors and,
          assuming due execution and delivery thereof by the Trustee, if,
          notwithstanding the contrary governing law provision in the Indenture,
          the Indenture were governed by the laws of the Commonwealth of
          Kentucky (other than the choice of law provisions thereof), the
          Indenture would constitute a legal, valid and binding obligation of
          the Company and each of the Subsidiary Guarantors, enforceable against
          the Company and each of the Subsidiary Guarantors in accordance with
          its terms.

          Insofar as this opinion relates to the enforceability of any document
or instrument, it is subject to (i) all bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally, and (ii)
general principles or equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). We express no opinion as to (w)
the enforceability of any provision for the recovery of attorneys' fees, (x) the
extent to which any document or instrument may be specifically enforced, (y) the
validity or enforceability of any provision (1) purporting to modify or waive
any requirement of commercial reasonableness, prior notice or right of
redemption, (2) purporting to waive equitable rights or remedies, (3) purporting
to waive any rights of the Company under the Transaction Documents, as the case
may be, or any consent thereto, or any duty owed to the Company as a matter of
law, except to the extent that it may so waive or consent under applicable law,
or (4) purporting to require the payment or reimbursement of fees, costs,
expenses or other amounts which are unreasonable in nature or amount, or (z) the
enforceability of the provisions regarding indemnification and contribution set
forth in Transaction Documents.

          We are members of the Bar of the Commonwealth of Kentucky and do not
hold ourselves out as experts on, or as generally familiar with, or qualified to
express opinions under, laws other than the laws of the Commonwealth of
Kentucky, the United States and the general corporate law of the State of
Delaware, and the opinion given hereunder is limited thereto. We note that the
Transaction Documents provide that the laws of the State of New York shall
govern the interpretation and enforcement of the Indenture, Old Notes and
Exchange Notes and, solely for purposes of this opinion, we have assumed that
the substantive laws of the State of New York are identical to the substantive
laws of the Commonwealth of Kentucky.

          The opinion is limited to the matters expressly stated herein and no
other opinions are implied by, or are to be inferred from, this letter.

          The information set forth herein is as of the date of this opinion,
and we assume no obligation to advise you of any changes, whether or not deemed
material, of which we may subsequently learn.



         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under "Legal Matters" in the
Prospectus that is included in the Registration Statement. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.

                                             Very truly yours,

                                             FROST BROWN TODD LLC


                                             By: /s/ Alan K. MacDonald
                                                 Alan K. MacDonald, Member



                                      ANNEX

                              SUBSIDIARY GUARANTORS

Alternative Choices, Inc.
Alternative Youth Services, Inc.
B.W.J. Opportunity Centers, Inc.
Baker Management, Inc.
Bald Eagle Enterprises, Inc.
Bolivar Developmental Training Center, Inc.
Bolivar Estates, Inc.
Brinkley Group Homes, Inc.
Capital Tx Investments, Inc.
Careers In Procress, Inc.
Catx Properties, Inc.
CNC/Access, Inc.
Community Advantage, Inc.
Community Alternatives Illinois, Inc.
Community Alternatives Indiana, Inc.
Community Alternatives Kentucky, Inc.
Community Alternatives Missouri, Inc.
Community Alternatives Nebraska, Inc.
Community Alternatives Texas
Community Alternatives Virginia, Inc.
Creative Networks, LLC
Ebenezer Estates, Inc.
Educare Community Living - Normal Life, Inc.
Educare Community Living - Texas Living Centers, Inc.
Educare Community Living Corporation - America
Educare Community Living  Corporation - Missouri
Educare Community Living Corporation - Nevada
Educare Community Living Corporation - Gulf Coast
Educare Community Living Corporation - New Mexico
Educare Community Living Corporation - North Carolina
Educare Community Living Corporation - Texas
Educare Community Living Limited Partnership
Employ-Ability Unlimited, Inc.
Fort Mason Estates, Inc.
General Health Corporation
Hillside Estates, Inc.
Hydesburg Estates, Inc.
Individualized Supported Living, Inc.
J. & J. Care Centers, Inc.
Meadow Lane Estates, Inc.
Missouri Progressive Services, Inc.
Normal Life Family Serivces, Inc.
Normal Life of Kentucky, Inc.
Normal Life of California, Inc.
Normal Life of Central Indiana, Inc.
Normal Life of Georgia, Inc.
Normal Life of Indiana
Normal Life of Lafayette, Inc.
Normal Life of Lake Charles, Inc.



Normal Life of Ouisiana, Inc.
Normal Life of Southern Indianan, Inc.
Normal Life, Inc.
Oak Wood Suites of Bolivar, Inc.
Oakview Estates of Bolivar, Inc.
Pebble Creek Estates, Inc.
Peopleserve, Inc.
PSI Holdings, Inc.
Raise Geauga, Inc.
Res-Care Alabama, Inc.
Res-Care Aviation, Inc.
Res-Care California, Inc. D/B/A RCCA Services
Res-Care Florida, Inc.
Res-Care Illinois, Inc.
Res-Care Kansas, Inc.
Res-Care New Jersey, Inc.
Res-Care New Mexico, Inc.
Res-Care Ohio, Inc.
Res-Care Oklahoma, Inc.
Res-Care Other Options, Inc.
Res-Care Premier, Inc.
Res-Care Tennessee, Inc.
Res-Care Training Technologies, Inc.
Res-Care Washington, Inc.
River Bluff Estates, Inc.
Rockcreek, Inc.
RSCR California, Inc.
RSCR Inland, Inc.
RSCR West Virginia, Inc.
Sha-Ree Estates, Inc.
Skyview Estates, Inc.
Southern Home Care Services, Inc.
Tangram Rehabilitation Network, Inc.
Texas Home Management, Inc.
The Academy For Individual Excellence, Inc.
The Citadel Group, Inc.
THM Homes, Inc.
Upward Bound, Inc.
Voca Corp.
Voca Corporation of America
Voca Corporation of Florida
Voca Corporation of Indiana
Voca Corporation of Maryland
Voca Corporation of New Jersey
Voca Corporation of North Carolina
Voca Corporation of Ohio
Voca Corporation of Washington, D.C.
Voca Corporation of West Virginia, Inc.
Voca of Indiana, LLC, a limited liability company
Voca Residential Services, Inc.
Willard Estates, Inc.
Youthtrack, Inc.

EX-12

                                                                                                                         EXHIBIT 12
                                                  RESCARE, INC. AND SUBSIDIARIES
                                         COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                                 (IN THOUSANDS, EXCEPT RATIO DATA)




                                                                                                                         Nine-months
                                                                               Year Ended December 31                       ended
                                                              ---------------------------------------------------------   September
                                                                 1996        1997        1998        1999        2000     30, 2001
                                                              ---------   ---------   ---------   ---------   ---------   ---------
                                                                                                        
Earnings Computation:
    Earnings from continuing operations before income taxes   $  16,740   $  26,618   $  38,416   $  19,889   $  24,823   $  11,082
    Fixed charges                                                 6,211      10,604      22,074      27,764      31,166      21,989
                                                              ---------   ---------   ---------   ---------   ---------   ---------

        Total earnings                                        $  22,951   $  37,222   $  60,490   $  47,653   $  55,989   $  33,071
                                                              =========   =========   =========   =========   =========   =========


Fixed Charges Computation:
    Interest expense                                          $   3,939   $   6,600   $  15,556   $  19,925   $  23,446   $  15,588
    Interest component of rent expense                            2,272       4,004       6,518       7,839       7,720       6,401
                                                              ---------   ---------   ---------   ---------   ---------   ---------

        Total fixed charges                                   $   6,211   $  10,604   $  22,074   $  27,764   $  31,166   $  21,989
                                                              =========   =========   =========   =========   =========   =========


        Ratio of earnings to fixed charges                          3.7         3.5         2.7         1.7         1.8         1.5
                                                              =========   =========   =========   =========   =========   =========


Pro forma ratio of earnings to fixed charges (a):
Earnings Computation:
    Pro forma earnings from continuing operations before income taxes                                         $  22,931   $   7,933
    Pro forma fixed charges                                                                                      33,058      25,138
                                                                                                              ---------   ---------

        Total pro forma earnings                                                                              $  55,989   $  33,071
                                                                                                              =========   =========


Fixed Charges Computation:
    Pro forma interest expense                                                                                $  25,338   $  18,737
    Interest component of rent expense                                                                            7,720       6,401
                                                                                                              ---------   ---------

        Total pro forma fixed charges                                                                         $  33,058   $  25,138
                                                                                                              =========   =========

        Pro forma ratio of earnings to fixed charges                                                                1.7         1.3
                                                                                                              =========   =========

EX-23.1

                          Independent Auditors' Consent
                          -----------------------------

The Board of Directors
Res-Care, Inc.:

 We consent to the use of our report dated March 4, 2001, with respect to the
consolidated balance sheets of Res-Care, Inc. and subsidiaries as of December
31, 2000 and 1999, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2000, incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.

KPMG LLP

Louisville, Kentucky
February 12, 2002

EX-25

                                                                      Exhibit 25

===============================================================================

                       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)

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

A U.S. NATIONAL BANKING ASSOCIATION                       41-1592157
(Jurisdiction of incorporation or                         (I.R.S. Employer
organization if not a U.S. national                       Identification No.)
bank)

SIXTH STREET AND MARQUETTE AVENUE
Minneapolis, Minnesota                                          55479
(Address of principal executive offices)                        (Zip code)

                       Stanley S. Stroup, General Counsel
                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
                        Sixth Street and Marquette Avenue
                          Minneapolis, Minnesota 55479
                                 (612) 667-1234
                               (Agent for Service)
                          -----------------------------

                                 RES-CARE, INC.
               (Exact name of obligor as specified in its charter)

COMMONWEALTH OF KENTUCKY                                61-0875371
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

10140 LINN STATION ROAD
LOUISVILLE, KENTUCKY                                    40223-3813
Address of principal executive offices)                 (Zip code)

                          -----------------------------
                          10 5/8% SENIOR NOTES DUE 2008
                       (Title of the indenture securities)
================================================================================







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 Treasury Department
                           Washington, D.C.

                           Federal Deposit Insurance Corporation
                           Washington, D.C.

                           The Board of Governors of the Federal Reserve System
                           Washington, D.C.

                  (b)      Whether it is authorized to exercise corporate trust
                           powers.

                           The trustee is authorized to exercise corporate trust
                           powers.

Item 2.  Affiliations with Obligor.  If the obligor is an affiliate of the
         trustee, describe each such affiliation.

                  None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.

Item 15.  Foreign Trustee. Not applicable.


Item 16.  List of Exhibits.  List below all exhibits filed as a part of this
                             Statement of Eligibility. Wells Fargo Bank
                             incorporates by reference into this Form T-1 the
                             exhibits attached hereto.

         Exhibit 1.   a.  A copy of the Articles of Association of the trustee
                          now in effect.***

         Exhibit 2.   a.  A copy of the certificate of authority of the trustee
                          to commence business issued June 28, 1872, by the
                          Comptroller of the Currency to The Northwestern
                          National Bank of Minneapolis.*

                      b.  A copy of the certificate of the Comptroller of the
                          Currency dated January 2, 1934, approving the
                          consolidation of The Northwestern National Bank of
                          Minneapolis and The Minnesota Loan and Trust Company
                          of Minneapolis, with the surviving entity being titled
                          Northwestern National Bank and Trust Company of
                          Minneapolis.*

                      c.  A copy of the certificate of the Acting Comptroller of
                          the Currency dated January 12, 1943, as to change of
                          corporate title of Northwestern National Bank and
                          Trust Company of Minneapolis to Northwestern National
                          Bank of Minneapolis.*

                      d.  A copy of the letter dated May 12, 1983 from the
                          Regional Counsel, Comptroller of the Currency,
                          acknowledging receipt of notice of name change
                          effective May 1, 1983 from Northwestern National Bank
                          of Minneapolis to Norwest Bank Minneapolis, National
                          Association.*





                      e.  A copy of the letter dated January 4, 1988 from the
                          Administrator of National Banks for the Comptroller of
                          the Currency certifying approval of consolidation and
                          merger effective January 1, 1988 of Norwest Bank
                          Minneapolis, National Association with various other
                          banks under the title of "Norwest Bank Minnesota,
                          National Association."*

                      f.  A copy of the letter dated July 10, 2000 from the
                          Administrator of National Banks for the Comptroller of
                          the Currency certifying approval of consolidation
                          effective July 8, 2000 of Norwest Bank Minnesota,
                          National Association with various other banks under
                          the title of "Wells Fargo Bank Minnesota, National
                          Association."****

         Exhibit 3.  A copy of the authorization of the trustee to exercise
                     corporate trust powers issued January 2, 1934, by the
                     Federal Reserve Board.*

         Exhibit 4.  Copy of By-laws of the trustee as now in effect.***

         Exhibit 5.  Not applicable.

         Exhibit 6.  The consent of the trustee required by Section 321(b)
                     of the Act.

         Exhibit 7.  Incorporated by reference to filing reference
                     number 333-64954

         Exhibit 8.  Not applicable.

         Exhibit 9.  Not applicable.




         *        Incorporated by reference to exhibit number 25 filed with
                  registration statement number 33-66026.

         ***      Incorporated by reference to exhibit T3G filed with
                  registration statement number 022-22473.

         ****     Incorporated by reference to exhibit number 25.1 filed with
                  registration statement number 001-15891.









                                    SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank Minnesota, 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 to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Minneapolis and State of Minnesota on the 11th day of February, 2002.




                                            WELLS FARGO BANK MINNESOTA,
                                            NATIONAL ASSOCIATION

                                            S/:  Robert L. Reynolds
                                            --------------------------------
                                            Robert L. Reynolds
                                            Vice President






                                                               EXHIBIT 6




February 11, 2002


Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.





                                            Very truly yours,

                                            WELLS FARGO BANK MINNESOTA,
                                            NATIONAL ASSOCIATION

                                            S/: Robert L. Reynolds
                                            ----------------------------------
                                            Robert L. Reynolds
                                            Vice President

EX-99.1

                                                                    EXHIBIT 99.1

                                 RES-CARE, INC.

                             LETTER OF TRANSMITTAL

                         FOR TENDER OF ALL OUTSTANDING
                         10 5/8% SENIOR NOTES DUE 2008
                                IN EXCHANGE FOR
                         10 5/8% SENIOR NOTES DUE 2008
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

                           PURSUANT TO THE PROSPECTUS
                             DATED           , 2002

  THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
     CITY TIME, ON           , 2002, UNLESS THE EXCHANGE OFFER IS EXTENDED.

              TO: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
                             (The "Exchange Agent")

                                            
           BY MAIL, HAND DELIVERY                         FACSIMILE FOR ELIGIBLE
                 OR COURIER:                                   INSTITUTIONS:
       Attn: Corporate Trust Services                         (860) 704-6219
        213 Court Street - Suite 902
            Middletown, CT 06457                         TO CONFIRM BY TELEPHONE:
                                                              (860) 704-6216



     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF
THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED.

     THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

     The undersigned acknowledges that he or she has received the Prospectus,
dated           , 2002, (the "Prospectus") of Res-Care, Inc., a Kentucky
corporation (the "Company") and this Letter of Transmittal and the instructions
hereto (the "Letter of Transmittal"), which together constitute the Company's
offer to exchange (the "Exchange Offer") $1,000 principal amount of each of its
10 5/8% Senior Notes due 2008 (the "Exchange Notes") that have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
a Registration Statement of which the Prospectus is a part, for each $1,000
principal amount of each of its outstanding 10 5/8% Senior Notes due 2008 (the
"Old Notes"), of which $150,000,000 aggregate principal amount is outstanding,
upon the terms and subject to the conditions set forth in the Prospectus. The
term "Expiration Date" shall mean 5:00 p.m., New York City time, on
                    , 2002, unless the Company, in its sole discretion, extends
the Exchange Offer, in which case the term shall mean the latest date and time
to which the Exchange Offer is extended by the Company. Capitalized terms used
but not defined herein have the meaning given to them in the Prospectus.

     This Letter of Transmittal is to be used either if (i) certificates
representing Old Notes are to be physically delivered to the Exchange Agent
herewith by Holders, (ii) tender of Old Notes is to be made by book-entry
transfer to an account maintained by the Exchange Agent at The Depository Trust
Company ("Depositary" or "DTC"), pursuant to the procedures set forth in "The
Exchange Offer -- Procedures for Tendering" in the Prospectus by any financial
institution that is a participant in DTC and

                                        1


whose name appears on a security position listing as the owner of Old Notes or
(iii) tender of Old Notes is to be made according to the guaranteed delivery
procedures set forth in the Prospectus under "The Exchange Offer -- Guaranteed
Delivery Procedures." Delivery of this Letter of Transmittal and any other
required documents must be made to the Exchange Agent. DELIVERY OF DOCUMENTS TO
DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

     The term "Holder" as used herein means any person in whose name Old Notes
are registered on the books of the Company or any other person who has obtained
a properly completed bond power from the registered holder.

     All Holders of Old Notes who wish to tender their Old Notes must, before
the Expiration Date: (1) complete, sign, and deliver this Letter of Transmittal,
or a facsimile thereof, to the Exchange Agent, in person or to the address set
forth above; and (2) tender (and not withdraw) his or her Old Notes or, if a
tender of Old Notes is to be made by book-entry transfer to the account
maintained by the Exchange Agent at DTC, confirm such book-entry transfer (a
"Book-Entry Confirmation"), in each case in accordance with the procedures for
tendering described in the Instructions to this Letter of Transmittal. Holders
of Old Notes whose certificates are not immediately available, or who are unable
to deliver their certificates or Book-Entry Confirmation and all other documents
required by this Letter of Transmittal to be delivered to the Exchange Agent on
or before the Expiration Date, must tender their Old Notes according to the
guaranteed delivery procedures set forth under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures" in the Prospectus. (See Instruction 2.)

     Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of the Old Notes validly tendered and not withdrawn and
the issuance of the Exchange Notes will be made promptly following the
Expiration Date. For the purposes of the Exchange Offer, the Company shall be
deemed to have accepted for exchange validly tendered Old Notes when, as and if
the Company has given written notice thereof to the Exchange Agent.

     The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Old Notes must complete
this Letter of Transmittal in its entirety.

     PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF
TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE
OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION 12
HEREIN.

     HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES
MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY AND COMPLY WITH ALL OF
ITS TERMS.

     List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the Certificate Numbers and Principal
Amounts should be listed on a separate signed schedule, attached hereto. The
minimum permitted tender is $1,000 in principal amount of each of the 10 5/8%
Senior Notes due 2008. All other tenders must be in integral multiples of
$1,000.

                                        2


                  DESCRIPTION OF 10 5/8% SENIOR NOTES DUE 2008
- --------------------------------------------------------------------------------



                                                                                                 (B)
                                                                                         AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)*                (A)                        AMOUNT TENDERED
           (PLEASE FILL IN, IF BLANK)                 CERTIFICATE NUMBER(S)*            (IF LESS THAN ALL)**
- ------------------------------------------------------------------------------------------------------------------
                                                                             

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

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

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

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

                                                  ---------------------------------------------------------------
                                                  TOTAL PRINCIPAL AMOUNT OF
                                                  OLD NOTES TENDERED


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

  * Need not be completed by book-entry holders.
  ** Need not be completed by Holders who wish to tender with respect to all Old
     Notes listed.

              PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS

                       SPECIAL REGISTRATION INSTRUCTIONS
                         (SEE INSTRUCTIONS 4, 5 AND 6)

      To be completed ONLY if certificates for Old Notes in a principal amount
 not tendered, or Exchange Notes issued in exchange for Old Notes accepted for
 exchange, are to be issued in the name of someone other than the undersigned.

 Issue certificate(s) to:

 Name
 ------------------------------------------------------------------------------
 (Please Print)

 ------------------------------------------------------------------------------
 (Please Print)

 Address
 ------------------------------------------------------------------------------

 ------------------------------------------------------------------------------
 (Including Zip Code)

 ------------------------------------------------------------------------------
 (Tax Identification or Social Security Number)

                         SPECIAL DELIVERY INSTRUCTIONS
                         (SEE INSTRUCTIONS 4, 5 AND 6)

     To be completed ONLY if certificates for Old Notes in a principal amount
not tendered, or Exchange Notes issued in exchange for Old Notes accepted for
exchange, are to be delivered to someone other than the undersigned.

                                        3


Deliver certificate(s) to:

Name
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(Please Print)

- --------------------------------------------------------------------------------
(Please Print)

Address
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(Including Zip Code)

- --------------------------------------------------------------------------------
(Tax Identification or Social Security Number)

     IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH
THE CERTIFICATE(S) FOR OLD NOTES OR A CONFIRMATION OF BOOK-ENTRY TRANSFER OF
SUCH OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR, IF GUARANTEED DELIVERY
PROCEDURES ARE TO BE COMPLIED WITH, A NOTICE OF GUARANTEED DELIVERY, MUST BE
RECEIVED BY THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE.

     [  ] CHECK HERE IF OLD NOTES ARE BEING DELIVERED BY DTC TO AN ACCOUNT
          MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

       Name of Tendering Institution
   -----------------------------------------------------------------------------

       The Depository Trust Company Account Number
        --------------------------------------------------------

       Transaction Code Number
        ------------------------------------------------------------------------

     Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other documents required hereby to the Exchange Agent on
or before the Expiration Date may tender their Old Notes according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures." (See Instruction 2.)

     [  ] CHECK HERE IF OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
          GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
          THE FOLLOWING:

       Name(s) of tendering Holder(s)
      --------------------------------------------------------------------------

       Date of Execution of Notice of Guaranteed Delivery
        -----------------------------------------------------

       Name of Institution which Guaranteed Delivery
        ----------------------------------------------------------

       Transaction Code Number
        ------------------------------------------------------------------------

     [  ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
          ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
          SUPPLEMENTS THERETO.

        Name:
        ------------------------------------------------------------------------

        Address:
        ------------------------------------------------------------------------

     If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that

                                        4


will receive Exchange Notes for its own account in exchange for Old Notes, it
represents that the Old Notes to be exchanged for the Exchange Notes were
acquired by it and that it will deliver a prospectus in connection with any
resale of such Exchange Notes; 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.

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
                PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

     Ladies and Gentlemen:

     Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to Res-Care, Inc. (the "Company") the principal amount of Old
Notes indicated above. Subject to and effective upon the acceptance for exchange
of the principal amount of Old Notes tendered hereby in accordance with this
Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon
the order of, the Company all right, title and interest in and to the Old Notes
tendered hereby. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as its agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as the agent of the Company and as Trustee and
Registrar under the Indenture for the Old Notes and the Exchange Notes) with
respect to the tendered Old Notes with full power of substitution (such power of
attorney being deemed an irrevocable power coupled with an interest), subject
only to the right of withdrawal described in the Prospectus, to (i) deliver
certificates for such Old Notes to the Company or transfer ownership of such Old
Notes on the account books maintained by DTC, together, in either such case,
with all accompanying evidences of transfer and authenticity to, or upon the
order of, the Company and (ii) present such Old Notes for transfer on the books
of the Company and receive all benefits and otherwise exercise all rights of
beneficial ownership of such Old Notes, all in accordance with the terms of the
Exchange Offer.

     The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretative advice given by the staff of the Securities and
Exchange Commission to third parties in connection with transactions similar to
the Exchange Offer, so that the Exchange Notes issued pursuant to the Exchange
Offer in exchange for the Old Notes may be offered for resale, resold and
otherwise transferred by holders thereof (other than a broker-dealer who
purchased such Old Notes directly from the Company for resale pursuant to Rule
144A or any other available exemption under the Securities Act or a person that
is an "affiliate" of the Company or any Guarantor within the meaning of Rule 405
under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
Exchange Notes are acquired in the ordinary course of such holders' business and
such holders have no arrangement with any person to participate in the
distribution of such Exchange Notes.

     The undersigned agrees that acceptance of any tendered Old Notes by the
Company and the issuance of Exchange Notes in exchange therefor shall constitute
performance in full by the Company of its obligations under the Registration
Rights Agreement, (as defined in the Prospectus) and that, upon the issuance of
the Exchange Notes, the Company will have no further obligations or liabilities
thereunder (except in certain limited circumstances).

     The undersigned represents and warrants that (i) the Exchange Notes
acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving Exchange Notes (which shall be the
undersigned unless otherwise indicated in the box entitled "Special Delivery
Instructions" above) (the "Recipient"), (ii) neither the undersigned nor the
Recipient (if different) is engaged in, intends to engage in or has any
arrangement or understanding with any person to participate in the distribution
of such Exchange Notes, and (iii) neither the undersigned nor the Recipient (if
different) is an "affiliate" of the Company or any Guarantor as defined in Rule
405 under the Securities Act. If the undersigned is not a broker-dealer, the
undersigned further represents that it is not engaged in, and does not intend to
engage in, a distribution of the Exchange Notes. If the undersigned is a
broker-dealer, the undersigned further (x) represents that it acquired Old Notes
for the undersigned's own account as a result of market-making activities or
other trading activities, (y) represents that it has not entered into any
arrangement or understanding with the Company or any "affiliate" of the Company
(within the meaning

                                        5


of Rule 405 under the Securities Act) to distribute the Exchange Notes to be
received in the Exchange Offer and (z) acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act (for which purposes
delivery of the Prospectus, as the same may be hereafter supplemented or
amended, shall be sufficient) in connection with any resale of Exchange Notes
received in the Exchange Offer. Such a broker-dealer will not be deemed, solely
by reason of such acknowledgment and prospectus delivery, to admit that it is an
"underwriter" within the meaning of the Securities Act.

     The undersigned understands and agrees that the Company reserves the right
not to accept tendered Old Notes from any tendering holder if the Company
determines, in its sole and absolute discretion, that such acceptance could
result in a violation of applicable securities laws.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Old Notes
tendered hereby and to acquire Exchange Notes issuable upon the exchange of such
tendered Old Notes, and that, when the same are accepted for exchange, the
Company will acquire good and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed to be necessary or desirable by the
Exchange Agent or the Company in order to complete the exchange, assignment and
transfer of tendered Old Notes or transfer of ownership of such Old Notes on the
account books maintained by a book-entry transfer facility.

     The undersigned understands and acknowledges that the Company reserves the
right in its sole discretion to purchase or make offers for any Old Notes that
remain outstanding after the Expiration Date or, as set forth in the Prospectus
under the caption "The Exchange Offer -- Procedures for Tendering," to terminate
the Exchange Offer and, to the extent permitted by applicable law, purchase Old
Notes in the open market, in privately negotiated transactions or otherwise. The
terms of any such purchases or offers could differ from the terms of the
Exchange Offer.

     The undersigned understands that the Company may accept the undersigned's
tender by delivering written notice of acceptance to the Exchange Agent, at
which time the undersigned's right to withdraw such tender will terminate. For
purposes of the Exchange Offer, the Company shall be deemed to have accepted
validly tendered Old Notes when, as and if the Company has given oral (which
shall be confirmed in writing) or written notice thereof to the Exchange Agent.

     The undersigned understands that the first interest payment following the
Expiration Date will include unpaid interest on the Old Notes accrued through
the date of issuance of the Exchange Notes. The undersigned understands that
tenders of Old Notes pursuant to the procedures described under the caption "The
Exchange Offer -- Procedures for Tendering" in the Prospectus and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Company upon the terms and subject to the conditions of the Exchange
Offer.

     The undersigned acknowledges that the Exchange Offer is subject to the more
detailed terms set forth in the Prospectus and, in case of any conflict between
the terms of the Prospectus and this Letter of Transmittal, the Prospectus shall
prevail.

     If any tendered Old Notes are not accepted for exchange pursuant to the
Exchange Offer for any reason, certificates for any such unaccepted Old Notes
will be returned (except as noted below with respect to tenders through DTC), at
the Company's cost and expense, to the undersigned at the address shown below or
at a different address as may be indicated herein under "Special Delivery
Instructions" as promptly as practicable after the Expiration Date.

     All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns. This tender may be withdrawn only in
accordance with the procedures set forth in this Letter of Transmittal.

     By acceptance of the Exchange Offer, each broker-dealer that receives
Exchange Notes pursuant to the Exchange Offer hereby acknowledges and agrees
that upon the receipt of notice by the Company of

                                        6


the happening of any event which makes any statement in the Prospectus untrue in
any material respect or which requires the making of any changes in the
Prospectus in order to make the statements therein not misleading (which notice
the Company agrees to deliver promptly to such broker-dealer), such broker-
dealer will suspend use of the Prospectus until the Company has amended or
supplemented the Prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented prospectus to such
broker-dealer.

     Unless otherwise indicated under "Special Registration Instructions,"
please issue the certificates representing the Exchange Notes issued in exchange
for the Old Notes accepted for exchange and return any certificates for Old
Notes not tendered or not exchanged, in the name(s) of the undersigned (or, in
either such event in the case of Old Notes tendered by DTC, by credit to the
account at DTC). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the Exchange Notes
issued in exchange for the Old Notes accepted for exchange and any certificates
for Old Notes not tendered or not exchanged (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s), unless, in either event, tender is being made through DTC. In the
event that both "Special Registration Instructions" and "Special Delivery
Instructions" are completed, please issue the certificates representing the
Exchange Notes issued in exchange for the Old Notes accepted for exchange in the
name(s) of, and return any certificates for Old Notes not tendered or not
exchanged to, the person(s) so indicated. The undersigned understands that the
Company has no obligations pursuant to the "Special Registration Instructions"
or "Special Delivery Instructions" to transfer any Old Notes from the name of
the registered Holder(s) thereof if the Company does not accept for exchange any
of the Old Notes so tendered.

     Holders who wish to tender the Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver their Old Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent before
the Expiration Date, may tender their Old Notes according to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures." See Instruction 1 regarding the
completion of the Letter of Transmittal.

                        PLEASE SIGN HERE WHETHER OR NOT
                 OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
                    AND WHETHER OR NOT TENDER IS TO BE MADE
                 PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES

     This Letter of Transmittal must be signed by the registered holder(s) as
their name(s) appear on the Old Notes or, if tendered by a participant in DTC,
exactly as such participant's name appears on a security listing as the owner of
Old Notes, or by person(s) authorized to become registered holder(s) by a
properly completed bond power from the registered holder(s), a copy of which
must be transmitted with this Letter of Transmittal. If Old Notes to which this
Letter of Transmittal relate are held of record by two or more joint holders,
then all such holders must sign this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
then such person must (i) set forth his or her full title below and (ii) unless
waived by the Company, submit evidence satisfactory to the Company of such
person's authority to so act. (See Instruction 4.)

                                        7


                                                  
X                                                    ---------------------------------------------------
- ---------------------------------------------------  Date
X                                                    ---------------------------------------------------
- ---------------------------------------------------  Date
Signature(s) of Holders(s) or
  Authorized Signatory
Name(s): Address: -------------------------------    ---------------------------------------------------
Name(s): Address: -------------------------------    ---------------------------------------------------
(Including Zip Code)                                 (Please Print)

Capacity:
                                                     Area Code and Telephone Number:
- ---------------------------------------------------  ---------------------------------------------------

Social Security No.: ------------------------------



                   PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN

BOX IV

                    SIGNATURE GUARANTEE (SEE INSTRUCTION 1)
        CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION

- --------------------------------------------------------------------------------
(Name of Eligible Institution Guaranteeing Signatures)

- --------------------------------------------------------------------------------
(Address (Including Zip Code) and Telephone Number (Including Area Code) of
Firm)

- --------------------------------------------------------------------------------
(Authorized Signature)

- --------------------------------------------------------------------------------
(Printed Name)

- --------------------------------------------------------------------------------
(Title)

Date:
- --------------------------------------------------------------------------------

                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

     1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal need
not be guaranteed if (a) this Letter of Transmittal is signed by the registered
holder(s) of the Old Notes tendered herewith and such holder(s) have not
completed the box set forth herein entitled "Special Registration Instructions"
or the box entitled "Special Delivery Instructions" or (b) such Old Notes are
tendered for the account of an Eligible Institution. (See Instruction 6.)
Otherwise, all signatures on this Letter of Transmittal or a notice of
withdrawal, as the case may be, must be guaranteed by a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an office
or correspondent in the United States (an "Eligible Institution"). All
signatures on bond powers and endorsements on certificates must also be
guaranteed by an Eligible Institution.

     2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES. Certificates for
all physically delivered Old Notes or confirmation of any book-entry transfer to
the Exchange Agent at DTC of Old Notes tendered by book-entry transfer, as well
as, in each case (including cases where tender is affected by book-entry
transfer), a properly completed and duly executed copy of this Letter of
Transmittal or facsimile hereof and any other documents required by this Letter
of Transmittal must be

                                        8


received by the Exchange Agent at its address set forth herein before 5:00 p.m.,
New York City time, on the Expiration Date. The method of delivery of the
tendered Old Notes, this Letter of Transmittal and all other required documents
to the Exchange Agent is at the election and risk of the Holder and the delivery
will be deemed made only when actually received by the Exchange Agent. If Old
Notes are sent by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to
ensure timely delivery. No Letter of Transmittal or Old Notes should be sent to
the Company.

     The Exchange Agent will make a request to establish an account with respect
to the Old Notes at the Depositary for purposes of the Exchange Offer within two
business days after receipt of this Prospectus, and any financial institution
that is a participant in the Depositary may make book-entry delivery of Old
Notes by causing the Depositary to transfer such Old Notes into the Exchange
Agent's account at the Depositary in accordance with the Depositary's procedures
for transfer. However, although delivery of Old Notes may be effected through
book-entry transfer at the Depositary, the Letter of Transmittal, with any
required signature guarantees or an Agent's Message (as defined below) in
connection with a book-entry transfer and any other required documents, must, in
any case, be transmitted to and received by the Exchange Agent at the address
specified on the cover page of the Letter of Transmittal on or before the
Expiration Date or the guaranteed delivery procedures described below must be
complied with.

     A Holder may tender Old Notes that are held through the Depositary by
transmitting its acceptance through the Depositary's Automatic Tender Offer
Program, for which the transaction will be eligible, and the Depositary will
then edit and verify the acceptance and send an Agent's Message to the Exchange
Agent for its acceptance. The term "Agent's Message" means a message transmitted
by the Depositary to, and received by, the Exchange Agent and forming part of
the Book-Entry Confirmation, which states that the Depositary has received an
express acknowledgment from each participant in the Depositary tendering the Old
Notes and that such participant has received the Letter of Transmittal and
agrees to be bound by the terms of the Letter of Transmittal and the Company may
enforce such agreement against such participant.

     Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available, or (ii) who cannot deliver their Old Notes, this Letter
of Transmittal or any other documents required hereby to the Exchange Agent
before the Expiration Date or comply with book-entry transfer procedures on a
timely basis must tender their Old Notes according to the guaranteed delivery
procedures set forth in the Prospectus. See "The Exchange Offer -- Guaranteed
Delivery Procedures." Pursuant to such procedure: (i) such tender must be made
by or through an Eligible Institution; (ii) before the Expiration Date, the
Exchange Agent must have received from the Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery (by facsimile
transmission, overnight courier, mail or hand delivery) setting forth the name
and address of the Holder of the Old Notes, the certificate number or numbers of
such Old Notes and the principal amount of Old 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, this Letter of Transmittal (or
facsimile hereof) together with the certificate(s) representing the Old Notes
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 hereof), as well as all other documents required by
this Letter of Transmittal and the certificate(s) representing all tendered Old
Notes in proper form for transfer (or a confirmation of book-entry transfer of
such Old Notes into the Exchange Agent's account at DTC), must be received by
the Exchange Agent within three New York Stock Exchange trading days after the
Expiration Date, all in the manner provided in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures." Any Holder who wishes to
tender his Old Notes pursuant to the guaranteed delivery procedures described
above must ensure that the Exchange Agent receives the Notice of Guaranteed
Delivery before 5:00 p.m., New York City time, on the Expiration Date. Upon
request to the Exchange Agent, a Notice of Guaranteed Delivery will be sent to
Holders who wish to tender their Old Notes according to the guaranteed delivery
procedures set forth above.

                                        9


     All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Notes, and withdrawal of tendered Old Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding. All tendering holders, by execution of this Letter of
Transmittal (or facsimile thereof), shall waive any right to receive notice of
the acceptance of the Old Notes for exchange. The Company reserves the absolute
right to reject any and all Old Notes not properly tendered or any Old Notes,
the Company's acceptance of which would, in the opinion of counsel for the
Company, be unlawful. The Company also reserves the right to waive any
irregularities or conditions of tender as to particular Old Notes, The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Old Notes must be cured within such time as the Company shall determine.
Neither the Company, the Exchange Agent nor any other person shall be under any
duty to give notification of defects or irregularities with respect to tenders
of Old Notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of Old Notes will not be deemed to have been made until
such defects or irregularities have been cured to the Company's satisfaction or
waived. Any Old Notes received by the Exchange Agent that are not properly
tendered and as to which the defects or irregularities have not been cured or
waived will be returned by the Exchange Agent to the tendering Holders pursuant
to the Company's determination, unless otherwise provided in this Letter of
Transmittal as soon as practicable following the Expiration Date. The Exchange
Agent has no fiduciary duties to the Holders with respect to the Exchange Offer
and is acting solely on the basis of directions of the Company.

     3. INADEQUATE SPACE. If the space provided is inadequate, the certificate
numbers and/or the number of Old Notes should be listed on a separate signed
schedule attached hereto.

     4. TENDER BY HOLDER. Only a Holder of Old Notes may tender such Old Notes
in the Exchange Offer. Any beneficial owner of Old Notes who is not the
registered Holder and who wishes to tender should arrange with such registered
holder to execute and deliver this Letter of Transmittal on such beneficial
owner's behalf or must, before completing and executing this Letter of
Transmittal and delivering his Old Notes, either make appropriate arrangements
to register ownership of the Old Notes in such beneficial owner's name or obtain
a properly completed bond power from the registered holder or properly endorsed
certificates representing such Old Notes.

     5. PARTIAL TENDERS; WITHDRAWALS. Tenders of Old Notes will be accepted only
in integral multiples of $1,000. If less than the entire principal amount of any
Old Notes is tendered, the tendering Holder should fill in the principal amount
tendered in the third column of the box entitled "Description of 10 5/8% Senior
Notes due 2008" above. The entire principal amount of any Old Notes delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated. If the entire principal amount of all Old Notes is not tendered, then
Old Notes for the principal amount of Old Notes not tendered and a certificate
or certificates representing Exchange Notes issued in exchange for any Old Notes
accepted will be sent to the Holder at his or her registered address, unless a
different address is provided in the "Special Delivery Instructions" box above
on this Letter of Transmittal or unless tender is made through DTC, promptly
after the Old Notes are accepted for exchange.

     Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time before 5:00 p.m., New York City time, on the Expiration Date. To
withdraw a tender of Old Notes in the Exchange Offer, a written or facsimile
transmission notice of withdrawal must be received by the Exchange Agent at its
address set forth herein before 5:00 p.m., New York City time, on the Expiration
Date. Any such notice of withdrawal must (i) specify the name of the person
having deposited the Old Notes to be withdrawn (the "Depositor"), (ii) identify
the Old Notes to be withdrawn (including the certificate number or numbers and
principal amount of such Old Notes, or, in the case of Old Notes transferred by
book-entry transfer the name and number of the account at DTC to be credited),
(iii) be signed by the Depositor in the same manner as the original signature on
the Letter of Transmittal by which such Old Notes were tendered (including any
required signature guarantees) or be accompanied by documents of transfer
sufficient to have the Registrar with respect to the Old Notes register the
transfer of such Old Notes into the name of the person withdrawing the tender
and (iv) specify the name in which any such

                                        10


Old Notes are to be registered, if different from that of the Depositor. All
questions as to the validity, form and eligibility (including time of receipt)
of such notices will be determined by the Company, whose determination shall be
final and binding on all parties. Any Old 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 Old Notes so withdrawn are
validly retendered. Any Old Notes which have been tendered but which are not
accepted for exchange by the Company will be returned to the Holder thereof
without cost to such Holder as soon as practicable after withdrawal, rejection
of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may
be retendered by following one of the procedures described in the Prospectus
under "The Exchange Offer -- Procedures for Tendering" at any time before the
Expiration Date.

     6. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS.
If this Letter of Transmittal (or facsimile hereof) is signed by the registered
holder(s) of the Old Notes tendered hereby, the signature must correspond with
the name(s) as written on the face of the Old Note without alteration,
enlargement or any change whatsoever.

     If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.

     If a number of Old Notes registered in different names are tendered, it
will be necessary to complete, sign and submit as many copies of this Letter of
Transmittal as there are different registrations of Old Notes.

     If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders (which term, for the purposes described herein,
shall include a book-entry transfer facility whose name appears on a security
listing as the owner of the Old Notes) of Old Notes tendered and the certificate
or certificates for Exchange Notes issued in exchange therefor is to be issued
(or any untendered principal amount of Old Notes to be reissued) to the
registered Holder, then such Holder need not and should not endorse any tendered
Old Notes, nor provide a separate bond power. In any other case, such Holder
must either properly endorse the Old Notes tendered or transmit a properly
completed separate bond power with this Letter of Transmittal with the
signatures on the endorsement or bond power guaranteed by an Eligible
Institution.

     If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any Old Notes listed, such Old
Notes must be endorsed or accompanied by appropriate bond powers in each case
signed as the name of the registered Holder or Holders appears on the Old Notes.
If this Letter of Transmittal (or facsimile hereof) or any Old Notes or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing, and
unless waived by the Company, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.

     Endorsements on Old Notes or signatures on bond powers required by this
Instruction 6 must be guaranteed by an Eligible Institution.

     7. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable box or boxes, the name and address to which Exchange
Notes or substitute Old Notes for principal amounts not tendered or not accepted
for exchange are to be issued or sent, if different from the name and address of
the person signing 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.

     8. BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9. Under the
federal income tax laws, payments that may be made by the Company on account of
Exchange Notes issued pursuant to the Exchange Offer may be subject to backup
withholding at the rate of 31%. In order to avoid such backup withholding, each
tendering Holder should complete and sign the Substitute Form W-9 included in
this Letter of Transmittal and either (a) provide the correct taxpayer
identification number ("TIN") and certify, under penalties of perjury, that the
TIN provided is correct and that (i) the

                                        11


Holder has not been notified by the Internal Revenue Service (the "IRS") that
the Holder is subject to backup withholding as a result of failure to report all
interest or dividends or (ii) the IRS has notified the Holder that the Holder is
no longer subject to backup withholding; or (b) provide an adequate basis for
exemption. If the tendering Holder has not been issued a TIN and has applied for
one, or intends to apply for one in the near future, such Holder should check
the box in Part 3 of the Substitute Form W-9, sign and date the Substitute Form
W-9 and sign the Certificate of Payee Awaiting Taxpayer Identification Number.
If the box in Part 3 is checked, the Company (or the Paying Agent under the
Indenture governing the Exchange Notes) shall retain 31% of payments made to the
tendering Holder during the sixty-day period following the date of the
Substitute Form W-9. If the Holder furnishes the Exchange Agent or the Company
with its TIN within sixty days after the date of the Substitute Form W-9, the
Company (or the Paying Agent) shall remit such amounts retained during the
sixty-day period to the Holder and no further amounts shall be retained or
withheld from payments made to the Holder thereafter. If, however, the Holder
has not provided the Exchange Agent or the Company with its TIN within such
sixty-day period, the Company (or the Paying Agent) shall remit such previously
retained amounts to the IRS as backup withholding. In general, if a Holder is an
individual, the TIN is the Social Security number of such individual. If either
the Exchange Agent or the Company is not provided with the correct TIN, the
Holder may be subject to a $50 penalty imposed by the IRS. Certain Holders
(including, among others, all corporations and certain foreign individuals) are
not subject to these backup withholding and reporting requirements. In order for
a foreign individual to qualify as an exempt recipient, such Holder must submit
a statement (generally, IRS Form W-8), signed under penalties of perjury,
attesting to that individual's exempt status. Such statements can be obtained
from the Exchange Agent. For further information concerning backup withholding
and instructions for completing the Substitute Form W-9 (including how to obtain
a taxpayer identification number if you do not have one and how to complete the
Substitute Form W-9 if Old Notes are registered in more than one name), consult
the enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9."

     Failure to complete the Substitute Form W-9 will not, by itself, cause Old
Notes to be deemed invalidly tendered, but may require the Company (or the
Paying Agent) to withhold 31% of the amount of any payments made on account of
the Exchange Notes. Backup withholding is not an additional federal income tax.
Rather, the federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the IRS.

     9. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange Offer. If,
however, certificates representing Exchange Notes or Old Notes for principal
amounts not tendered or accepted for exchange are to be delivered to, or are to
be registered in the name of, any person other than the registered holder of the
Old Notes tendered hereby, or if tendered Old Notes are registered in the name
of a person other than the person signing this Letter of Transmittal, or if a
transfer tax is imposed for any reason other than the exchange of Old Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or on any other persons) 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. See the Prospectus under "The Exchange Offer -- Solicitation of Tenders;
Fees and Expenses."

     Except as provided in this Instruction 9, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.

     10. WAIVER OF CONDITIONS. The Company reserves the right, in its sole
discretion, to amend, waive or modify specified conditions of the Exchange Offer
in the case of any Old Notes tendered.

     11. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any tendering Holder
whose Old Notes have been mutilated, lost, stolen or destroyed should contact
the Exchange Agent at the address indicated herein for further instructions.

     12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
and requests for additional copies of the Prospectus or this Letter of
Transmittal may be directed to the

                                        12


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.

                         (DO NOT WRITE IN SPACE BELOW)

                                                                         
       CERTIFICATE SURRENDERED                  OLD NOTES TENDERED                      OLD NOTES ACCEPTED
- ------------------------------------   ------------------------------------    ------------------------------------
- ------------------------------------   ------------------------------------    ------------------------------------
- ------------------------------------   ------------------------------------    ------------------------------------
Date Received -------------------      Accepted by ---------------------       Checked by ----------------------
Delivery Prepared by ------------      Checked by ----------------------       Date ------------------------------



                           IMPORTANT TAX INFORMATION

     Under federal income tax laws, a Holder whose tendered Old Notes are
accepted for exchange is required to provide the Exchange Agent (as payer) with
such Holder's correct TIN on Substitute Form W-9 below or otherwise establish a
basis for exemption from backup withholding. If such Holder is an individual,
the TIN is his or her social security number. If the Exchange Agent is not
provided with the correct TIN, a $50 penalty may be imposed by the Internal
Revenue Service, and payments made pursuant to the Exchange Offer may be subject
to backup withholding.

     Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Exchange Agent a properly completed Internal Revenue Service Form W-8,
signed under penalties of perjury, attesting to that Holder's exempt status. A
Form W-8 can be obtained from the Exchange Agent. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.

     If backup withholding applies, the Exchange Agent is required to withhold
31% of any payments made to the Holder or other payee. Backup withholding is not
an additional federal income tax. Rather, the federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

     To prevent backup withholding on payments made with respect to the Exchange
Offer, the Holder is required to provide the Exchange Agent with either: (i) the
Holder's correct TIN by completing the form below, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such Holder is awaiting a
TIN) and that (A) the Holder has been notified by the Internal Revenue Service
that the Holder is subject to backup withholding as a result of failure to
report all interest or dividends or (B) the Internal Revenue Service has
notified the Holder that the Holder is no longer subject to backup withholding
or (ii) an adequate basis for exemption.

WHAT NUMBER TO GIVE THE EXCHANGE AGENT

     The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered Holder of
the Old Notes. If the Old Notes are held in more than one name or are held not
in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.

                                        13


                    TO BE COMPLETED BY ALL TENDERING HOLDERS

                          PAYER'S NAME: RES-CARE, INC.
- --------------------------------------------------------------------------------

                                    
SOCIAL SECURITY NUMBER(S)
SUBSTITUTE FORM W-9
PART 1 -- PLEASE PROVIDE YOUR TIN IN
THE BOX AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW
                                       -------------------------------------------------------------------------
                                       or

                                       -------------------------------------------------------------------------
                                       Employer Identification Number(s)
- ----------------------------------------------------------------------------------------------------------------
DEPARTMENT OF THE                      Part 2 -- Certification -- Under penalties of perjury, I certify that:
TREASURY INTERNAL REVENUE SERVICE      (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), and
PAYER'S REQUEST FOR TAXPAYER           (2) I am not subject to back up withholding because: (a) I am exempt from
IDENTIFICATION NUMBER ("TIN")          backup withholding, or (b) I have not been notified by the Internal
                                       Revenue Service (IRS) that I am subject to backup withholding as a result
                                       of a failure to report all interest or dividends, or (c) the IRS has
                                       notified me that I am no longer subject to back up withholding.
                                       Certification Instructions -- You must cross out item (2) above if you
                                       have been notified by the IRS that you are currently subject to backup
                                       withholding because of underreporting interest or dividends on your tax
                                       return.
- ----------------------------------------------------------------------------------------------------------------
                                       Part 3
                                       Name -------------------------------------------------------------------
                                       Address -----------------------------------------------------------------
                                       Signature ---------------------------------------------------------------
                                       Awaiting TIN [  ] Date:
                                       ---------------------------------------------



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

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
      IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
      ANY REPORTABLE CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
      CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
      ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
                            THE SUBSTITUTE FORM W-9.

                                        14


          CERTIFICATE OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) 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 (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable cash payments made to me thereafter will be withheld until I
provide a taxpayer identification number.



                         SIGNATURE                                         DATE
                         ---------                                         ----
                                                           

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


     ALL TENDERED OLD NOTES, EXECUTED LETTERS OF TRANSMITTAL AND OTHER RELATED
DOCUMENTS SHOULD BE DIRECTED TO THE EXCHANGE AGENT. QUESTIONS AND REQUESTS FOR
ASSISTANCE AND REQUESTS FOR ADDITIONAL COPIES OF THE PROSPECTUS, THE LETTER OF
TRANSMITTAL AND OTHER RELATED DOCUMENTS SHOULD BE ADDRESSED TO THE EXCHANGE
AGENT AS FOLLOWS:

                       BY MAIL, HAND DELIVERY OR COURIER:
                Wells Fargo Bank Minnesota, National Association
                         Attn: Corporate Trust Services
                          213 Court Street - Suite 902
                              Middletown, CT 06457

                    BY FACSIMILE FOR ELIGIBLE INSTITUTIONS:
                                 (860) 704-6219
                            TO CONFIRM BY TELEPHONE:
                                 (860) 704-6216

     ORIGINALS OF ALL DOCUMENTS SUBMITTED BY FACSIMILE SHOULD BE SENT PROMPTLY
BY HAND, OVERNIGHT DELIVERY, OR REGISTERED BY CERTIFIED MAIL.

                                        15

EX-99.2

                                                                    EXHIBIT 99.2

                         NOTICE OF GUARANTEED DELIVERY

                       FOR 10 5/8% SENIOR NOTES DUE 2008
                               OF RES-CARE, INC.

     As set forth in the Prospectus dated          , 2002 (the "Prospectus") of
Res-Care, Inc. (the "Company") and in the Letter of Transmittal (the "Letter of
Transmittal"), this form or a form substantially equivalent to this form must be
used to accept the Exchange Offer (as defined below) if the certificates for the
outstanding 10 5/8% Senior Notes due 2008 (the "Old Notes") of the Company and
all other documents required by the Letter of Transmittal cannot be delivered to
the Exchange Agent by the expiration of the Exchange Offer or compliance with
book-entry transfer procedures cannot be effected on a timely basis. Such form
may be delivered by hand or transmitted by facsimile transmission, telex or mail
to the Exchange Agent no later than the Expiration Date, and must include a
signature guarantee by an Eligible Institution as set forth below. Capitalized
terms used herein but not defined herein have the meanings ascribed thereto in
the Prospectus.

                                      TO:
                               NATIONAL CITY BANK

                       BY MAIL, HAND DELIVERY OR COURIER:
                Wells Fargo Bank Minnesota, National Association
                         Attn: Corporate Trust Services
                          213 Court Street - Suite 902
                              Middletown, CT 06457

                    BY FACSIMILE FOR ELIGIBLE INSTITUTIONS:
                                 (860) 704-6219

                            TO CONFIRM BY TELEPHONE:
                                 (860) 704-2616

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS,
INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
THE INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY
BEFORE THIS NOTICE OF GUARANTEED DELIVERY IS COMPLETED.

     This Notice of Guaranteed Delivery 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 instruction thereto, such
signatures must appear in the applicable space provided on the Letter of
Transmittal for Guarantee of Signature(s).

Ladies and Gentlemen:

     The undersigned acknowledges receipt of the Prospectus and the related
Letter of Transmittal which describes the Company's offer (the "Exchange Offer")
to exchange $1,000 in principal amount of a new series of 10 5/8% Senior Notes
due 2008 (the "Exchange Notes") for each $1,000 in principal amount of the Old
Notes.

     The undersigned hereby tenders to the Company the aggregate principal
amount of Old Notes set forth below on the terms and conditions set forth in the
Prospectus and the related Letter of Transmittal pursuant to the guaranteed
delivery procedure set forth in the "The Exchange Offer -- Guaranteed Delivery
Procedures" section in the Prospectus and the accompanying Letter of
Transmittal.

     The undersigned understands that no withdrawal of a tender of Old Notes may
be made on or after the Expiration Date. The undersigned understands that for a
withdrawal of a tender of Old Notes to be

                                        1


effective, a written notice of withdrawal that complies with the requirements of
the Exchange Offer must be timely received by the Exchange Agent at one of its
addresses specified on the cover of this Notice of Guaranteed Delivery prior to
the Expiration Date.

     The undersigned understands that the exchange of Old Notes for Exchange
Notes pursuant to the Exchange Offer will be made only after timely receipt by
the Exchange Agent of (i) such Old Notes (or Book-Entry Confirmation of the
transfer of such Old Notes into the Exchange Agent's account at The Depository
Trust Company (the "Depositary" or "DTC")) and (ii) a Letter of Transmittal (or
facsimile thereof) with respect to such Old Notes, properly completed and duly
executed, with any required signature guarantees, this Notice of Guaranteed
Delivery and any other documents required by the Letter of Transmittal or a
properly transmitted Agent's Message. The term "Agent's Message" means a message
transmitted by the Depositary to, and received by, the Exchange Agent and
forming part of the confirmation of a book-entry transfer, which states that the
Depositary has received an express acknowledgment from each participant in the
Depositary tendering the Old Notes and that such participant has received the
Letter of Transmittal and agrees to be bound by the terms of the Letter of
Transmittal and the Company may enforce such agreement against such participant.

     All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.

PLEASE SIGN AND COMPLETE

Signature(s) or Registered Owner(s) or Authorized Signatory:

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

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

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

Principal Amount of Old Notes Tendered:

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

Certificate No(s) of Old Notes (if available):

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

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

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

Date:
- -----------------------------------------------

Name(s) of Registered Holder(s)

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

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

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

Address:

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

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

Area Code and Telephone No.: -------------------------

If Old Notes will be delivered by book-entry transfer at The Depository Trust
Company, insert Depository Account No.:
- --------------------------------------------------------------------------------

                                        2


     This Notice of Guaranteed Delivery must be signed by the registered
Holder(s) of Old Notes exactly as its (their) name(s) appear on certificates for
Old Notes or on a security position listing as the owner of Old Notes, or by
person(s) authorized to become registered 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): -----------------------------------------

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

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

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

     DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE
EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.

                                   GUARANTEE
                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

     The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or a correspondent in the United States, or
otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, hereby (a) represents
that each holder of Old Notes on whose behalf this tender is being made "own(s)"
the Old Notes covered hereby within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) represents
that such tender of Old Notes complies with Rule 14e-4 of the Exchange Act and
(c) guarantees that, within three New York Stock Exchange trading days from the
expiration date of the Exchange Offer, a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof), together with certificates
representing the Old Notes covered hereby in proper form for transfer (or
confirmation of the book-entry transfer of such Old Notes into the Exchange
Agent's account at The Depository Trust Company, pursuant to the procedure for
book-entry transfer set forth in the Prospectus) and required documents will be
deposited by the undersigned with the Exchange Agent.

     The undersigned acknowledges that it must deliver the Letter of Transmittal
and Old Notes tendered hereby to the Exchange Agent within the time period set
forth above and the failure to do so could result in financial loss to the
undersigned.

                                                    
Name of Firm: -------------------------------------    -----------------------------------------------------
Address: --------------------------------------------  Authorized Signature
- -----------------------------------------------------  Name: ----------------------------------------------
Area Code and Telephone No.: --------------------      Title:
                                                       -----------------------------------------------
                                                       Date: -----------------------------------------------



                                        3

EX-99.3

                                                                    EXHIBIT 99.3

                                 RES-CARE, INC.
                               OFFER TO EXCHANGE
                         10 5/8% SENIOR NOTES DUE 2008
                             FOR ANY AND ALL OF ITS
                         10 5/8% SENIOR NOTES DUE 2008

To Our Clients:

     Enclosed for your consideration are the Prospectus, dated           , 2002
(the "Prospectus") and the related Letter of Transmittal (which together with
the Prospectus constitute the "Exchange Offer") in connection with the offer by
Res-Care, Inc., a Kentucky corporation (the "Company"), to exchange its 10 5/8%
Senior Notes due 2008 (the "Exchange Notes") for any and all of the outstanding
10 5/8% Senior Notes due 2008 (the "Old Notes"), upon the terms and subject to
the conditions set forth in the Exchange Offer.

     We are the Registered Holders of Old Notes held for your account. An
exchange of the Old Notes can be made only by us as the Registered Holders and
pursuant to your instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to exchange the Old Notes held
by us for your account. The Exchange Offer provides a procedure for holders to
tender by means of guaranteed delivery.

     We request information as to whether you wish us to exchange any or all of
the Old Notes held by us for your account upon the terms and subject to the
conditions of the Exchange Offer.

     Your attention is directed to the following:

     1. The Exchange Notes will be issued in exchange for the Old Notes at the
rate of $1,000 principal amount of Exchange Notes for each $1,000 principal
amount of Old Notes. Interest on the Exchange Notes issued pursuant to the
Exchange Offer will accrue from the last interest payment date on which interest
was paid on the Old Notes surrendered in exchange therefor or, if no interest
has been paid, from the original date of issuance of the Old Notes. Interest on
the Exchange Notes is payable semi-annually on each May 15 and November 15,
commencing on May 15, 2002. The Exchange Notes will bear interest (as do the Old
Notes) at a rate equal to 10 5/8% per annum. The form and terms of the Exchange
Notes are identical in all material respects to the form and terms of the Old
Notes, except that (i) the offering of the Exchange Notes has been registered
under the Securities Act of 1933, as amended (the "Securities Act"), (ii) the
Exchange Notes will not be subject to transfer restrictions (except as otherwise
set forth herein) and (iii) certain provisions relating to liquidated damages on
the Old Notes provided for under certain circumstances will be eliminated.

     2. Based on an interpretation by the staff of the Securities and Exchange
Commission, Exchange Notes issued pursuant to the Exchange Offer in exchange for
Old Notes may be offered for resale, resold and otherwise transferred by holders
thereof (other than any such holder which is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act or a "broker" or
"dealer" registered under the Securities Exchange Act of 1934, as amended)
without compliance with the registration and prospectus delivery provisions of
the Securities Act, provided that such Exchange Notes are acquired in the
ordinary course of such holders' business and such holders have no arrangement
or understanding with any person to participate in the distribution of such
Exchange Notes. See the discussion in the Prospectus under "The Exchange
Offer -- Purpose and Effect of the Exchange Offer."

     3. The Exchange Offer is not conditioned on any minimum principal amount of
Old Notes being tendered.

     4. Notwithstanding any other term of the Exchange Offer, the Company will
not be required to accept for exchange, or exchange Exchange Notes for, any Old
Notes not theretofore accepted for exchange, and may terminate or amend the
Exchange Offer as provided herein before the acceptance of such Old Notes, if
any of the conditions described in the Prospectus under "The Exchange Offer --
Conditions to the Exchange Offer" exist.
                                        1


     5. Tendered Old Notes may be withdrawn at any time before 5:00 p.m., New
York City time, on           , 2002.

     6. Any transfer taxes applicable to the exchange of the Old Notes pursuant
to the Exchange Offer will be paid by the Company, except as otherwise provided
in the Prospectus under "The Exchange Offer -- Solicitation of Tenders; Fees and
Expenses" and in Instruction 9 of the Letter of Transmittal.

     If you wish to have us tender any or all of your Old Notes, please so
instruct us by completing, detaching and returning to us the instruction form
attached hereto. An envelope to return your instructions is enclosed. If you
authorize a tender of your Old Notes, the entire principal amount of Old Notes
held for your account will be tendered unless otherwise specified on the
instruction form. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf by the Expiration Date.

     The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, (i) holders of the Old Notes in any jurisdiction in which the
making of the Exchange Offer or acceptance thereof would not be in compliance
with the laws of such jurisdiction or would otherwise not be in compliance with
any provision of any applicable security law and (ii) holders of Old Notes who
are affiliates of the Company.

                                        2

EX-99.4

                                                                    EXHIBIT 99.4

                                 RES-CARE, INC.
                               OFFER TO EXCHANGE
                         10 5/8% SENIOR NOTES DUE 2008
                             FOR ANY AND ALL OF ITS
                         10 5/8% SENIOR NOTES DUE 2008

To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:

     We are enclosing herewith an offer by Res-Care, Inc., a Kentucky
corporation (the "Company"), to exchange its 10 5/8% Senior Notes due 2008 (the
"Exchange Notes") for any and all of its outstanding 10 5/8%% Senior Notes due
2008 (the "Old Notes"), upon the terms and subject to the conditions set forth
in the accompanying Prospectus, dated           , 2002 (the "Prospectus"), and
related Letter of Transmittal (which together with the Prospectus constitutes
the "Exchange Offer").

     The Exchange Offer provides a procedure for holders to tender the Old Notes
by means of guaranteed delivery.

     The Exchange Offer will expire at 5:00 p.m., New York City time, on
          , 2002, unless extended (the "Expiration Date"). Tendered Old Notes
may be withdrawn at any time before 5:00 p.m., New York City time, on the
Expiration Date.

     Based on an interpretation by the staff of the Securities and Exchange
Commission, Exchange Notes issued pursuant to the Exchange Offer in exchange for
Old Notes may be offered for resale, resold and otherwise transferred by holders
thereof (other than any such holder which is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act or a "broker" or
"dealer" registered under the Securities Exchange Act of 1934, as amended)
without compliance with the registration and prospectus delivery provisions of
the Securities Act provided that such Exchange Notes are acquired in the
ordinary course of such holders' business and such holders have no arrangement
with any person to participate in the distribution of such Exchange Notes. See
the discussion in the Prospectus under "The Exchange Offer -- Purpose and Effect
of the Exchange Offer."

     The Exchange Offer is not conditioned on any minimum principal amount of
Old Notes being tendered.

     Notwithstanding any other term of the Exchange Offer, the Company will not
be required to accept for exchange, or exchange Exchange Notes for, any Old
Notes not theretofore accepted for exchange, and may terminate or amend the
Exchange Offer as provided herein before the acceptance of such Old Notes, if
any of the conditions described in the Prospectus under "The Exchange
Offer -- Terms of the Exchange Offer" exist.

     The Company reserves the right not to accept tendered Old Notes from any
tendering holder if the Company determines, in its sole and absolute discretion,
that such acceptance could result in a violation of applicable securities laws.

     For your information and for forwarding to your clients for whom you hold
Old Notes registered in your name or in the name of your nominee, we are
enclosing the following documents:

     1. A Prospectus dated,           , 2002

     2. A Letter of Transmittal for your use and for the information of your
clients.

     3. A printed form of letter which may be sent to your clients for whose
accounts you hold Old Notes registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer.

     4. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 of the Internal Revenue Service (included in Letter of
Transmittal).
                                        1


                          WE URGE YOU TO CONTACT YOUR
                        CLIENTS AS PROMPTLY AS POSSIBLE.

     Any inquiries you may have with respect to the Exchange Offer may be
addressed to, and additional copies of the enclosed materials may be obtained
from the Exchange Agent at the following telephone number: (860) 704-6126.

                                          Very truly yours,
                                          Res-Care, Inc.

     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
AS THE AGENT OF THE COMPANY, THE EXCHANGE AGENT OR ANY OTHER PERSON OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF
ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

                                        2

EX-99.5

                                                                    EXHIBIT 99.5
                                 RES-CARE, INC.
                               OFFER TO EXCHANGE
                         10 5/8% SENIOR NOTES DUE 2008
                       FOR ANY AND ALL OF ITS OUTSTANDING
                         10 5/8% SENIOR NOTES DUE 2008

             INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER

     The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus and the related Letter of Transmittal, in connection with the offer
by the company to exchange the 10 5/8% Senior Notes due 2008 (the "Old Notes").

     This will instruct you to tender the principal amount of Old Notes
indicated below held by you for the account of the undersigned, upon the terms
and subject to the conditions set forth in the Prospectus and the related Letter
of Transmittal.

     The undersigned represents that (i) the 10 5/8% Senior Notes due 2008 (the
"Exchange Notes") to be acquired pursuant to the Exchange Offer in exchange for
the Old Notes designated below are being obtained in the ordinary course of
business of the person receiving such Exchange Notes, (ii) neither the
undersigned nor any other person receiving such Exchange Notes is participating,
intends to participate, or has any arrangement or understanding with any person
to participate, in the distribution of such Exchange Notes, and (iii) it is not
an "affiliate," as defined under rule 405 of the Securities Act of 1933 (the
"Securities Act"), of the Company. Affiliates of the Company may not tender
their Old Notes in the Exchange Offer.

     If the undersigned is a "broker" or "dealer" registered under the
Securities Exchange Act of 1934 that acquired Old Notes for its own account
pursuant to its market-making or other trading activities (other than Old Notes
acquired directly from the Company), the undersigned understands and
acknowledges that it may be deemed to be an "underwriter" within the meaning of
the Securities Act and, therefore, must deliver a prospectus relating to the
Exchange Notes in connection with any resales by it of Exchange Notes acquired
for its own account in the Exchange Offer. Notwithstanding the foregoing, the
undersigned does not thereby admit that it is an "underwriter" within the
meaning of the Securities Act.

     You are hereby instructed to tender all Old Notes held for the account of
the undersigned unless otherwise indicated below.

____________ Do not tender any Old Notes.

____________ Tender Old Notes in the aggregate principal amount of
$__________________

SIGNATURE:

- --------------------------------------------------------------------------------
Name of Beneficial Owner (please print)

By
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Signature

- --------------------------------------------------------------------------------
Address

- --------------------------------------------------------------------------------
Area Code and Telephone Number

Dated:                     , 2002

                                        1