U.S. Physical Therapy Inc.

Glenn D. McDowell , 50, was promoted to Chief Operating Officer effective January 24, 2005. Mr. McDowell served as our Vice President of Operations overseeing the west region since joining us in October 2003 until January 2005. From 1996 to 2003, Mr. McDowell was employed by HealthSouth Corporation, a provider of outpatient surgery, diagnostic imaging and rehabilitative healthcare services. His most recent position with HealthSouth Corporation was Vice President of Operations West Ambulatory Division where he oversaw the operations of more than 165 outpatient rehabilitation and other facilities.

Daniel C. Arnold was named our Chairman of the Board on July 6, 2004. Mr. Arnold is a private investor engaged primarily in managing his personal investments. He previously served as Chairman of the Board of Trustees of Baylor College of Medicine. He is currently serving only on the Board of U. S. Physical Therapy, Inc.

Dr. Harris is currently the President and CEO of Vesalius Ventures, Inc., a venture capital accelerator for Medical Informatics and Telemedicine. Dr. Harris earned a Bachelor of Science in Biology from the University of Houston, a Master of Medical Science from the University of Texas Medical Branch at Galveston, a Master of Business Administration (MBA) from the University of Houston and a Doctorate of Medicine from Texas Tech University School of Medicine. He completed a Residency in Internal Medicine at the Mayo Clinic, a National Research Council Fellowship in Endocrinology at the NASA Ames Research Center and trained as a Flight Surgeon at the Aerospace School of Medicine, Brooks Air Force Base. He is also a licensed private pilot and certified scuba diver. Dr. Harris was at NASA for ten years, where he served as Flight Surgeon, Clinical Researcher and Astronaut. A veteran of space for over eleven years, he has logged more than 438 hours and traveled over 7.2 million miles. On his second flight, Dr. Harris conducted the first telemedicine conference from space with the Mayo Clinic. He served as Chairman of the Science Advisory Board of Kodiak Technologies, Senior Consultant for NASA Aerospace Safety Panel, Member of the NASA Biological and Physical Sciences Committee, Council for the NIH National Institute for Deafness and Communications Disorders and committee for the National Academies Institute of Medicine. Currently, he is on the Board of Directors for the Medical Informatics, Technology and Applications Center, Houston Technology Center, BioHouston, Houston Small Business Development Corporation and the National Space Biomedical Research Institute, Board of Scientific Counselors. He holds several faculty appointments including, Associate Professor in Internal Medicine at the University of Texas Medical Branch and Assistant Professor at Baylor College of Medicine. His areas of expertise include musculoskeletal physiology, osteoporosis, space medicine and Telemedicine. Throughout his career, he has received numerous awards and recognition, including two NASA Space Flight Medals, election as Fellow of the American College of Physicians and was the recipient of the 2000 Horatio Alger Award.

Clayton K. Trier joined our Board on February 23, 2005. Mr. Trier is a private investor. He was a founder and former Chairman and Chief Executive Officer of U. S. Delivery Systems, Inc., which developed the first national network providing same-day delivery service, from 1993 until 1997. Before it was acquired in 1996, U. S. Delivery was listed for two years on the New York Stock Exchange. Mr. Trier currently serves on the board of Creative Master (Bermuda) Ltd, a public company listed on the Singapore Stock Exchange, and is Chairman of the Board of Digital Music Group, Inc., a public company listed on the Nasdaq National Market. The persons named on the proxy card will vote FOR all of the nominees for director listed above unless you withhold authority to vote for one or more of the nominees. As required by Nevada law, nominees will be elected by a plurality of the votes cast at the Annual Meeting. Abstentions and broker non-votes will not be treated as a vote for or against any particular nominee and will not affect the outcome of the election of directors. Continental Stock Transfer & Trust Co. will tabulate the votes cast by proxy or in person at the Annual Meeting. All of our nominees have consented to serve as directors. Our Board has no reason to believe that any of the nominees will be unable to act as a director. However, if any director is unable to serve, the Board will designate a substitute. If a substitute nominee is named, the persons named on the proxy card will vote FOR the election of the substitute nominee.

Jerald L. Pullins has served on our Board since 2003. He is currently engaged in managing personal investments and as of 2007 Mr. Pullins serves as Chairman of the Board of Pet Partners, LLC and as of 2008 serves as founder and CEO of SeniorCare Homes, LLC. From 2002 to 2006, Mr. Pullins was President and Chief Executive Officer of Voyager Hospice Care, Inc., a private enterprise involved in the acquisition, development and operation of hospice and palliative care facilities. From 1991 to 2002, he was employed by Service Corporation International, a provider of funeral, cemetery and related services listed on the New York Stock Exchange, in various capacities including: President and Chief Operating Officer (1998-2002); Executive Vice President-International Operations (1994-1998); and Senior Vice President-Corporate Development (1991-1994). Prior to 1991, for seven years he served as President and Chief Executive Officer of The Sentinel Group, Inc., a private company which owned and operated funeral, cemetery, insurance and related businesses.

Mr. Brookner entered into a five year consulting agreement with the Company effective November 15, 2002, providing for compensation at an annual rate of $50,000 per year. The agreement also provides that at Mr. Brookner s request and at his cost and expense, the Company will make available, to the extent it is reasonably available, primary health insurance coverage for Mr. Brookner and his family on commercial terms until the earlier of (i) the date of his 75 th birthday or (ii) the date on which there are no longer any persons surviving who are entitled to such health insurance coverage. We do not have any executive retention and severance arrangements or indemnification agreements and no change in control agreements other than those described above.