AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT

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EXHIBIT 10.21

AMENDMENT NO. 4 TO

EMPLOYMENT AGREEMENT

This is an Amendment, dated as of February 24, 2005 (the

"Amendment"), to the Employment Agreement made as of the 1st day of March, 2000,

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, that certain Amendment No. 2

to Employment Agreement, dated as of February 23, 2001, and that certain

Amendment No.3 to Employment Agreement, dated as of December 10, 2004 (as

amended, the "Employment Agreement").

B. On October 17, 2004, Select Medical Holdings Corporation (f/k/a

EGL Holding Company), a Delaware corporation ("Holdings"), EGL Acquisition

Corp., a Delaware corporation and a wholly owned subsidiary of Holdings ("EGL"),

and the Employer entered into an Agreement and Plan of Merger (the "Merger

Agreement") pursuant to which, upon the terms and subject to the conditions set

forth therein, EGL will merge with and into the Employer (the "Merger") with the

Employer continuing as the surviving corporation.

C. On December 20, 2004, Holdings, the Employee and certain other

individuals and entities party thereto entered into an Agreement (the "Rollover

Agreement") pursuant to which, among other