EXHIBIT 10.46

                               AMENDMENT NO. 5 TO
                              EMPLOYMENT AGREEMENT

      This is an Amendment dated April 27, 2005 (the "Amendment") to the
Employment Agreement (as hereinafter defined) by and between SELECT MEDICAL
CORPORATION, a Delaware corporation (the "Employer"), and PATRICIA A. RICE, an
individual (the "Employee").

                                   Background

      A. The Employer and the Employee executed and delivered that certain
Employment Agreement dated as of March 1, 2000, that certain Amendment No. 1 to
Employment Agreement dated as of August 8, 2000, and that certain Amendment No.
2 to Employment Agreement dated as of February 23, 2001, that certain Amendment
No. 3 to Employment Agreement dated as of December 10, 2004, and that certain
Amendment No. 4 to Employment Agreement dated as of February 24, 2005 (as
amended, the "Employment Agreement"). The Employer and the Employee now desire
to further amend the Employment Agreement as hereinafter provided.

      B. Accordingly, and intended to be legally bound hereby, the Employer and
the Employee agree as follows: Agreement

      1. The following sentence is hereby added to the end of Section 3.05 of
the Employment Agreement:

      "The Employee will not continue to accrue or receive employee benefits
      after the end of the Term (as the Term may be extended or shortened in
      accordance with the provisions hereof or by mutual agreement of the
      parties hereto), except that, after the Employee retires, the Employer
      will continue to provide health and dental insurance policies to the
      Employee (and the Employee's eligible family members) until the Employee
      reaches the age of 65. Such policies shall be substantially similar to
      those provided to the Employee (and the Employee's eligible family
      members), and will be provided on the same basis as they were provided,
      just prior to the Employee's retirement (it being understood that the
      Employee will be required to make the same level of contribution to the
      cost of such benefits as are made by the other employees of the Employer
      who remain employed by the Employer and receive such benefits after the
      date of the Employee's retirement)."

      2. Except as amended hereby, the Employment Agreement shall continue in
effect in accordance with its terms.



      IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

                                        SELECT MEDICAL CORPORATION

                                             /s/ Robert A. Ortenzio
                                        By: ____________________________________
                                            Robert A. Ortenzio,
                                            Chief Executive Officer

                                             /s/ Patricia A. Rice
                                            ____________________________________
                                            PATRICIA A. RICE

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