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:

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Name of Beneficial Owner (please print)

By
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Signature

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Address

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Area Code and Telephone Number

Dated:                     , 2002

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