EXHIBIT 10.28

                           SELECT MEDICAL CORPORATION

                     4716 Old Gettysburg Road, P.O. Box 2034
                        Mechanicsburg, Pennsylvania 17055

                                February 24, 2005

David W. Cross
Select Medical Corporation
7733 Forsyth Blvd., Suite 800
St. Louis, MO 63105

            Re:   Amendment to Agreement in the Event of a Change of Control of
                  SMC

Dear Mr. Cross:

            The following will confirm our desire to amend the Letter Agreement,
dated as of March 1, 2000 (the "Letter Agreement"), of Select Medical
Corporation, a Delaware corporation (the "Company"), with you concerning the
consequences upon certain terminations of your employment in connection with a
change in control of the Company. Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Letter
Agreement.

            Reference is made to that certain Agreement and Plan of Merger,
dated as of October 17, 2004 (the "Merger Agreement"), by and among Select
Medical Holdings Corporation (f/k/a EGL Holding Company), a Delaware corporation
("Holdings"), EGL Acquisition Corp., a Delaware corporation ("EGL") and the
Company pursuant to which, upon the terms and subject to the conditions set
forth therein, EGL will merge with and into the Company (the "Merger") with the
Company continuing as the surviving corporation.

            In consideration of your continued employment with the Company and
other good and valuable consideration, including the grant of certain awards of
restricted stock of Holdings, the receipt and sufficiency of which is hereby
acknowledged, the Company and you hereby agree, intending to be legally bound
hereby, as follows:

            1. That the Merger and other transactions contemplated by the Merger
      Agreement will not be treated as a Change of Control under the terms and
      provisions of the Letter Agreement and you will forgo any change of
      control or similar payments that you would otherwise be entitled to
      receive under such provisions if the Merger or other transactions
      contemplated by the Merger Agreement or the Rollover Agreement would have
      been treated as a Change of Control (including any gross-up or payments,
      or to reimburse you, for excise taxes resulting from such payments or
      other benefits provided under the Letter Agreement or otherwise in
      connection with the Merger and other transactions contemplated by the
      Merger Agreement or the Rollover Agreement).



            2. For the avoidance of doubt, it is understood that the
      aforementioned provisions shall remain in effect with respect to any
      future Change of Control and, except as amended hereby, the Letter
      Agreement shall continue in effect in accordance with its terms.

            Please indicate your acceptance of the above Amendment by signing
below in the space provided.

                                        Very truly yours,

                                        SELECT MEDICAL CORPORATION

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

AGREED TO AND ACCEPTED BY:

/s/ David W. Cross
__________________________
David W. Cross

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