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.
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     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.

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