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                                                               EXHIBIT 10.16.2

                      SECOND AMENDMENT TO CREDIT AGREEMENT


     THIS SECOND AMENDMENT TO CREDIT AGREEMENT made and entered into as of
October 18, 1999, by and among PSYCH SYSTEMS HOLDINGS, INC., a Delaware
corporation (the "COMPANY"), AMERICAN PSYCH SYSTEMS HOLDINGS, INC., a Delaware
corporation (the "HOLDING COMPANY"), the Lenders signatory hereto (the
"LENDERS"), and BANC OF AMERICA COMMERCIAL FINANCE CORPORATION, formerly known
as NationsCredit Commercial Corporation, as Agent for the Lenders (the "AGENT").

                               STATEMENT OF FACTS

     A. The Company, the Holding Company, the Lenders and the Agent are parties
to that certain Credit Agreement, dated as of December 23, 1998, as amended by
the First Amendment dated August 26, 1999 (the "CREDIT AGREEMENT"; capitalized
terms used in this Amendment and not otherwise defined herein have the meanings
given in the Credit Agreement), whereby the Lenders have agreed to make certain
loans to the Company, subject to the terms and conditions contained in the
Credit Agreement.

     B. The Company has requested that the Agent and the Lenders amend the
Credit Agreement in order to modify certain terms of the Credit Agreement and to
reissue the Warrant with certain modified terms, and the Agent and the Lenders
are willing to agree to such modifications and reissuance of the Warrant,
subject to the terms and conditions of this Amendment.

                               STATEMENT OF TERMS

     1. AMENDMENT TO CREDIT AGREEMENT. Subject to the terms and conditions of
this Amendment:

     (a) Section 1.01 of the Credit Agreement is hereby amended by replacing the
definition of "AVAILABILITY TERMINATION DATE" with the following definition:

          "AVAILABILITY TERMINATION DATE" means December 15, 2000, or such later
          date to which the Lenders, in their sole good faith discretion upon
          the written request of the Company, may agree to extend the Company's
          ability to incur Acquisition Loans.

     (b) Section 7.14 of the Credit Agreement is hereby amended by inserting the
following phrase before the period at the end of such Section:

          ; provided, however, that for the Fiscal Year ending December 31,
          1999, Consolidated Capital Expenditures may exceed $300,000 but shall
          not exceed $1,050,000.

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     2. ISSUANCE OF WARRANTS. On the date of this Amendment, the Holding Company
shall deliver to Banc of America Commercial Finance Corporation ("BANK OF
AMERICA CF"), in consideration for the Credit Agreement, as amended by this
Amendment, and in consideration for the exchange of the Warrants issued by the
Holding Company on December 23, 1998, warrants exercisable for a number of
shares of Non-Voting Common Stock of the Holding Company corresponding to up to
7.00% of the equity of the Holding Company on a fully-diluted basis, subject to
adjustment as provided in accordance with the terms of such warrants (the "NEW
WARRANTS"). The New Warrants shall be substantially in the form of EXHIBIT A
hereto, and shall be duly executed and registered in such name or names and in
such denominations as Banc of America CF shall have notified the Holding
Company.

     3. REPRESENTATIONS AND WARRANTIES. Each of the Company and the Holding
Company hereby represents and warrants to the Agent and the Lenders that (a)
this Amendment has been duly authorized, executed and delivered by the Company
and the Holding Company, (b) the New Warrants have been duly authorized,
executed, and delivered by the Holding Company, (c) no Default or Event of
Default has occurred and is continuing as of this date, and (d) all of the
representations and warranties made by each of the Company and the Holding
Company in the Credit Agreement are true and correct in all material respects on
and as of the date of this Amendment (except to the extent that any such
representations or warranties expressly referred to a specific prior date). Any
breach by the Company or the Holding Company of its representations and
warranties contained in this Section shall be an Event of Default for all
purposes of the Credit Agreement.

     4. RATIFICATION. Each of the Company and the Holding Company hereby
ratifies and reaffirms each and every term, covenant and condition set forth in
the Credit Agreement and all other documents delivered by each of the Company
and the Holding Company in connection therewith (including without limitation
the other Financing Documents to which each of the Company and the Holding
Company is a party).

     5. ESTOPPEL. To induce the Agent and the Lenders to enter into this
Amendment, the Company hereby acknowledges and agrees that, as of the date
hereof, there exists no right of offset, defense or counterclaim in favor of the
Company as against the Agent or any Lender with respect to the obligations of
the Company to any of such parties under the Credit Agreement or the other
Financing Documents, either with or without giving effect to this Amendment.

     6. CONDITIONS TO EFFECTIVENESS. The Amendments contained in Section 1 shall
become effective upon the date of this Amendment, subject to the satisfaction of
the following conditions on or prior to such date:

     (a) the receipt by the Agent of this Amendment, together with the Consent
     attached hereto, duly executed, completed and delivered by the Agent, the
     Lenders, the Company, the Holding Company, and the Subsidiaries;

     (b) the receipt by the Agent of the New Warrants, duly executed, completed,
     and delivered by the Holding Company;

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     (c) the receipt by the Agent of the First Amendment to Warrantholders
     Rights Agreement, duly executed, completed and delivered by the parties
     thereto, in the form attached as EXHIBIT B hereto;

     (d) the receipt by the Agent of a certificate signed by the chief financial
     officer or treasurer of the Company to the effect that, as of the date of
     this Amendment, (i) no Default shall have occurred and be continuing and
     (ii) the representations and warranties of the Holding Company and the
     Company made in or pursuant to this Amendment and the other Financing
     Documents executed by such Person are true in all material respects (except
     to the extent that any such representations and warranties expressly
     referred to a specific prior date);

     (e) the receipt by the Agent of a certificate signed by the secretary or
     assistant secretary of each Credit Party as to incumbency, charter
     documents, by-laws, and corporate resolutions approving the transactions
     contemplated herein;

     (e) the receipt by the Agent of an opinion of counsel for the Company, the
     Holding Company and the Subsidiaries, covering such matters relating to the
     transactions contemplated hereby as the Agent may reasonably request;

     (f) receipt by the Agent of the fees and expenses due to its counsel from
     the Company; and

     (g) the receipt by the Agent of such other documents as the Agent may
     reasonably request.

     7. REIMBURSEMENT OF EXPENSES. The Company hereby agrees that it shall
reimburse the Agent and the Lenders on demand for all costs and expenses
(including without limitation attorney's fees) incurred by such parties in
connection with the negotiation, documentation and consummation of this
Amendment and the other documents executed in connection herewith and the
transactions contemplated hereby and thereby.

     8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICTS OF LAWS.

     9. SEVERABILITY OF PROVISIONS. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction. To the extent
permitted by applicable law, the Company and the Holding Company hereby waive
any provision of law that renders any provision hereof prohibited or
unenforceable in any respect.

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     10. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which shall be deemed to constitute but one original and
shall be binding upon all parties, their successors and permitted assigns.

     11. ENTIRE AGREEMENT. The Credit Agreement as amended by this Amendment
embodies the entire agreement between the parties hereto relating to the subject
matter thereof and supersedes all prior agreements, representations and
understandings, if any, relating to the subject matter thereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



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IN WITNESS WHEREOF, the parties have caused this Second Amendment to be duly
executed by their respective officers, as of the date first above written.

                                          COMPANY:


                                          PSYCH SYSTEMS HOLDINGS, INC.



                                          By: /s/ Kenneth Kessler
                                             ----------------------------------
                                          Kenneth A. Kessler, M.D.
                                          President and Chief Executive Officer



                                          HOLDING COMPANY:


                                          AMERICAN PSYCH SYSTEMS
                                          HOLDINGS, INC.



                                          By: /s/ Kenneth Kessler
                                             ----------------------------------
                                          Kenneth A. Kessler, M.D.
                                          President and Chief Executive Officer




                                          LENDER AND AGENT:


                                          BANC OF AMERICA COMMERCIAL
                                          FINANCE CORPORATION, FORMERLY KNOWN
                                          AS NATIONSCREDIT COMMERCIAL
                                          CORPORATION



                                          By: /s/ Ronald S. Cohn
                                             ---------------------------------
                                          Ronald S. Cohn
                                          Authorized Signatory

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                                     CONSENT

     The undersigned Credit Parties hereby acknowledge and consent to, and agree
to the terms of, the foregoing Second Amendment to Credit Agreement, and ratify
and confirm their respective obligations under the Financing Documents, as of
the date of the foregoing Second Amendment.

AMERICAN PSYCH SYSTEMS, INC.
AMERICAN PSYCH SYSTEMS OF PUERTO RICO, INC.
AMERICAN PSYCH SYSTEMS OF TEXAS, INC.
CH/ECP SYSTEMS, INC.
CHS MANAGED SERVICES, INC.
MANHATTAN PSYCH SYSTEMS, L.P.
       By: NEW YORK PSYCH SYSTEMS, INC., its General Partner
METROPOLITAN IPA, INC.
NEW YORK PSYCH SYSTEMS, INC.
NEW YORK PSYCH SYSTEMS, L.P.
       By: NEW YORK PSYCH SYSTEMS, INC., its General Partner
PSYCH SYSTEMS IPA, INC.
PSYCH SYSTEMS OF LONG ISLAND, INC.
PSYCH SYSTEMS OF MANHATTAN, INC.
PSYCH SYSTEMS OF WESTCHESTER, INC.
PSYCH SYSTEMS PPO, INC.
SUFFOLK PSYCH SYSTEMS, L.P.
       By: NEW YORK PSYCH SYSTEMS, INC., its General Partner
WESTCHESTER PSYCH SYSTEMS, L.P.
       By: NEW YORK PSYCH SYSTEMS, INC., its General Partner


By:  /s/ Kenneth Kessler
    ---------------------------------
Kenneth A. Kessler, M.D.
President and Chief Executive Officer


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