<PAGE>

                                                                     Exhibit 4.2

                                                                [EXECUTION COPY]

                        NOTE AND STOCK PURCHASE AGREEMENT


                         DATED AS OF SEPTEMBER 15, 2000


                                      AMONG


                          PSYCH SYSTEMS HOLDINGS, INC.,


                                    AS ISSUER


                  THE GUARANTORS FROM TIME TO TIME PARTY HERETO


                                       AND


                        CANPARTNERS INVESTMENTS IV, LLC,


                                  AS PURCHASER


                           --------------------------


                                   $7,500,000


                      SECOND PRIORITY SENIOR SECURED NOTES


                                    DUE 2004


                           --------------------------
<PAGE>

                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

ARTICLE I.
               DEFINITIONS AND INTERPRETATION................................2
            Section 1.01.  Certain Defined Terms.............................2
            Section 1.02.  Computation of Time Periods......................17
            Section 1.03.  Accounting Terms and Determinations..............17
            Section 1.04.  References to this Agreement.....................17
            Section 1.05.  Miscellaneous Terms..............................17

ARTICLE II.
               THE NOTES....................................................18
            Section 2.01.  Sale and Purchase of Notes.......................18
            Section 2.02.  Registration of Notes............................18
            Section 2.03.  Transfer and Exchange of Notes...................18
            Section 2.04.  Replacement of Notes.............................19
            Section 2.05.  Payments on Notes................................20
            Section 2.06.  Mandatory Offers to Repurchase the Notes;
                           Mandatory Prepayments............................20
            Section 2.07.  Optional Prepayments of the Notes................22
            Section 2.08.  Purchases of Notes...............................22
            Section 2.09.  Allocation of Partial Prepayments................23

ARTICLE III.
               GUARANTEE OF NOTES...........................................23
            Section 3.01.  Agreement of Guaranty............................23
            Section 3.02.  Guaranty Irrevocable.............................23
            Section 3.03.  Certain Waivers..................................24
            Section 3.04.  Certain California Law Waivers...................25
            Section 3.05.  Limitations on Subrogation.......................26
            Section 3.06.  Limit on Amount of Guaranty......................26
            Section 3.07.  Release of Subsidiary Guarantors under Certain
                           Circumstances....................................26
            Section 3.08.  Subordination of Certain Indebtedness............27
            Section 3.09.  Guarantors' Indemnity............................27
            Section 3.10.  No Duty of Inquiry...............................27
            Section 3.11.  No Duty to Provide Data to Guarantors............27
            Section 3.12.  Rights Cumulative................................27
            Section 3.13.  Certain Waivers Regarding Interest Accruals......28
            Section 3.14.  Continuation of Guaranty.........................28
            Section 3.15.  Continuing Guaranty..............................28


                                       i
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                                TABLE OF CONTENTS
                                   (continued)

                                                                          Page
                                                                          ----

ARTICLE IV.
               CLOSING......................................................28
            Section 4.01.  Closing of Purchase and Sale of Notes and Shares.28
            Section 4.02.  Additional Conditions to Closing.................29

ARTICLE V.
               REPRESENTATIONS AND WARRANTIES...............................32
            Section 5.01.  Representation and Warranties of the Obligors....32
            Section 5.02.  Representations of the Purchaser.................40

ARTICLE VI.
               REPORTING AND AFFIRMATIVE COVENANTS..........................40
            Section 6.01.  Financial and Business Information...............40
            Section 6.02.  Officer's Certificate............................43
            Section 6.03.  Inspection.......................................44
            Section 6.04.  Compliance with Law..............................44
            Section 6.05.  Insurance........................................44
            Section 6.06.  Maintenance of Properties........................45
            Section 6.07.  Payment of Taxes and Claims......................45
            Section 6.08.  Corporate Existence, etc.........................45
            Section 6.09.  Maintenance of Books and Records.................45
            Section 6.10.  Maintenance of Lines of Business.................46
            Section 6.11.  Private Placement Numbers........................46
            Section 6.12.  Liens............................................46
            Section 6.13.  Rule 144.........................................46
            Section 6.14.  Use of Proceeds; Margin Regulations..............46
            Section 6.15.  Further Assurances; Security Interests...........46
            Section 6.16.  Prepayment of Senior Debt........................47
            Section 6.17.  Right to Provide Financing.......................48
            Section 6.18.  Hazardous Materials; Remediation.................48
            Section 6.19.  Board Meetings. .................................49
            Section 6.20.  Enforcement of Covenants Not to Compete and
                           Material Contracts...............................49
            Section 6.21.  Landlord and Warehouseman Waivers................49
            Section 6.22.  Mortgages on Real Property; Title Insurance and
                           Survey...........................................49
            Section 6.23.  Additional Subsidiaries..........................50
            Section 6.24.  Accreditation and Licensing......................50
            Section 6.25.  Issuance of Additional Notes.....................50
            Section 6.26.  Interest Rate Contracts..........................50
            Section 6.27.  Post-Closing Deliveries and Requirements.........51


                                       ii
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                                TABLE OF CONTENTS
                                   (continued)

                                                                          Page
                                                                          ----

ARTICLE VII.
               NEGATIVE COVENANTS...........................................51
            Section 7.01.  Transactions with Affiliates; Management
                           Compensation.....................................51
            Section 7.02.  Consolidations and Mergers.......................51
            Section 7.03.  Limitation on Asset Sales........................51
            Section 7.04.  Restricted Payments and Investments..............52
            Section 7.05.  Limitation on Additional Indebtedness............52
            Section 7.06.  Negative Pledge..................................53
            Section 7.07.  Rank of Future Indebtedness......................53
            Section 7.08.  Activities of Parent.............................53
            Section 7.09.  ERISA............................................54
            Section 7.10.  Amendments or Waivers............................54
            Section 7.11.  Restrictions on Sale and Issuance of Capital
                           Stock............................................54
            Section 7.12.  Capitated Beneficiary Adjustments; Public
                           Contracts Capitation Risk........................54
            Section 7.13.  Fiscal Year......................................55
            Section 7.14.  Total Debt Service Coverage Ratio................55
            Section 7.15.  Minimum EBITDA...................................55
            Section 7.16.  Restrictive Agreements...........................56
            Section 7.17.  Equity Securities Issuances to Employees and
                           Management.......................................56
            Section 7.18.  Segregated Account...............................56

ARTICLE VIII.
               EVENTS OF DEFAULT AND REMEDIES...............................56
            Section 8.01.  Events of Default................................56
            Section 8.02.  Remedies on Event of Default, Etc................60

ARTICLE IX.
               MISCELLANEOUS................................................61
            Section 9.01.  Expenses, etc....................................61
            Section 9.02.  Survival of Representations and Warranties;
                           Entire Agreement.................................62
            Section 9.03.  Amendment and Waiver.............................62
            Section 9.04.  Notices..........................................63
            Section 9.05.  Reproduction of Documents........................65
            Section 9.06.  Confidential Information.........................65
            Section 9.07.  Transfers of Notes...............................66
            Section 9.08.  Successors and Assigns...........................66
            Section 9.09.  Severability.....................................66
            Section 9.10.  Construction.....................................66
            Section 9.11.  Counterparts.....................................66
            Section 9.12.  Governing Law....................................67


                                       iiI
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                                TABLE OF CONTENTS
                                   (continued)

                                                                          Page
                                                                          ----

            Section 9.13.  Indemnification..................................67
            Section 9.14.  Maximum Rate.....................................67

Schedules:
1.01(b)           Permitted Liens
4.02(h)           Litigation
5.01(c)           Changes to Financial Condition
5.01(d)(ii)       Material Agreements
5.01(e)           Permits
5.01(f)(i)        Corporate Structure
5.01(f)(ii)       Ownership of Pledged Securities
5.01(f)(ii)(a)    Rights of Conversion into Shares of Parent
5.01(f)(ii)(b)    Rights of Conversion into Shares of Non-Parent Obligors
5.01(f)(ii)(c)    Rights of Conversion into Shares of Non-Obligor Subsidiaries
5.01(i)           Chief Executive Office of Obligors and Location of Records
5.01(n)           Material Assets
5.01(t)(i)        Indebtedness of Obligors


                                       iv
<PAGE>

                                                                [EXECUTION COPY]

                       NOTE AND STOCK PURCHASE AGREEMENT

            THIS NOTE AND STOCK PURCHASE AGREEMENT (as the same may be amended,
supplemented or otherwise modified from time to time, this "AGREEMENT") is
entered into as of September 15, 2000 by and among (i) PSYCH SYSTEMS HOLDINGS,
INC., a Delaware corporation (the "ISSUER"), (ii) THE GUARANTORS FROM TIME TO
TIME PARTY HERETO, (iii) CANPARTNERS INVESTMENTS IV, LLC, a California limited
liability company (the "INITIAL PURCHASER"), and (iv) THE OTHER PURCHASERS FROM
TIME TO TIME PARTY HERETO (together with the Initial Purchaser, the
"PURCHASER").

                                    RECITALS

            WHEREAS, the Issuer desires to sell and the Purchaser desires to
purchase in each case on the terms and conditions set forth in this Agreement,
$7,500,000 in aggregate principal amount of the Issuer's 15% Senior Subordinated
Secured Notes due June 15, 2004, for an aggregate purchase price of
$7,115,142.86, which notes shall be in substantially the form of EXHIBIT A
attached hereto and made a part hereof (together with any Additional Notes (as
defined below) and such notes issued in substitution therefor pursuant to
SECTIONS 2.03 and 2.04 of this Agreement, the "NOTES");

            WHEREAS, concurrently with the issuance of the Notes, the Purchaser
has agreed to purchase and American Psych Systems Holdings, Inc., a Delaware
corporation and the parent of the Issuer (the "PARENT") has agreed to issue to
the Purchaser an aggregate of 750,000 shares of the Parent's Common Stock (the
"SHARES") for an aggregate purchase price of $750, and the Purchaser and the
Parent have agreed to Purchaser's exercise of previously issued Warrants in
exchange for 1,183,928 shares of Common Stock (the "WARRANT SHARES");

            WHEREAS, the Purchaser has required as a condition, among others, to
its purchase of the Notes that the Parent and each Subsidiary of the Issuer
named as a Guarantor herein unconditionally guarantee the prompt and complete
payment and performance of the Issuer's obligations under the Notes, this
Agreement and the other Note Documents; and

            WHEREAS, to provide assurance for the repayment of the Notes, the
Issuer and the Guarantors will provide or will cause to be provided to the
Purchaser, a security interest in the Collateral pursuant to the applicable
Security Documents;

            WHEREAS, the Issuer has entered into that certain Credit Agreement,
dated as of December 23, 1998, as amended on August 26, 1999, October 18, 1999,
June 23, 2000 and the date hereof (as the same may be further amended,
supplemented or otherwise modified from time to time, the "EXISTING CREDIT
AGREEMENT") with Bank of America, N.A. (successor in interest to Banc of America
Commercial Finance Corporation, formerly known as NationsCredit Commercial
Corporation), as agent for all of the "Lenders" named therein (the "EXISTING
LENDERS") pursuant to which, among other things, the Existing Lenders have
agreed, subject to the terms and conditions set forth in the Existing Credit
Agreement, to make certain loans and financial accommodations to the Issuer;
<PAGE>

                                                                [EXECUTION COPY]

            WHEREAS, the Existing Lenders have required as a condition, among
others, to their obligations under the Existing Credit Agreement that the
Purchaser enter into that certain Subordination and Intercreditor Agreement of
even date herewith (as the same may be amended, supplemented or otherwise
modified from time to time, the "INTERCREDITOR AGREEMENT").

            NOW, THEREFORE, in consideration of the foregoing and each of the
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:

                                   ARTICLE I.
                         DEFINITIONS AND INTERPRETATION

            SECTION 1.01. Certain Defined Terms. As used herein, the following
terms have the respective meanings set forth below or set forth in the Section
hereof following such term:

            "ADDITIONAL NOTE" is defined in SECTION 6.25.

            "AFFILIATE" means with respect to any Person (i) any other Person
that directly, or indirectly through one or more intermediaries, controls such
first Person (a "CONTROLLING PERSON") or (ii) any other Person which is
controlled by or is under common control with a Controlling Person. As used
herein, the term "control" of a Person means the possession, directly or
indirectly, of the power to vote 10% or more of any class of voting securities
of such Person or to direct or cause the direction of the management or policies
of a Person, whether through the ownership of voting securities, by contract or
otherwise.

            "AFFILIATED INVESTOR" shall mean with respect to any Person, all
other Persons the investment affairs of which are controlled or managed by the
first Person.

            "AGREEMENT" is defined in the preamble to this Agreement.

            "APS" means American Psych Systems, Inc., an Iowa corporation.

            "ASSET SALE" means any sale, lease or other disposition (including
any such transaction effected by way of merger or consolidation) by any Obligor
of any asset, but excluding (i) dispositions of inventory in the ordinary course
of business and (ii) dispositions of Temporary Cash Investments and cash
payments otherwise permitted under this Agreement; provided that a disposition
of assets not excluded by clauses (i) or (ii) above during any Fiscal Year shall
not constitute an Asset Sale unless and until (and only to the extent that),
subject to the provisions of Section 6 of the Intercreditor Agreement: (x) the
aggregate Net Cash Proceeds of such disposition of assets are not used for the
purchase of reasonably equivalent replacements of such assets acquired or
ordered within 90 days thereof or (y) the aggregate Net Cash Proceeds from such
disposition (if not used as provided in clause (x) above), when combined with
all other such dispositions previously made during such Fiscal Year and not used
as provided in clause (x) above, exceeds $100,000.


                                      -2-
<PAGE>

                                                                [EXECUTION COPY]

            "BANKRUPTCY CODE" means Title 11 of the United States Code (11
U.S.C.ss.ss.101 ET SEQ.).

            "BUSINESS DAY" means any day other than a Saturday, a Sunday or a
day on which commercial banks in New York, New York are required or authorized
to be closed.

            "CAPITAL LEASE" of any Person means any lease of any property
(whether real, personal or mixed) by such Person as lessee which would, in
accordance with GAAP, be required to be accounted for as a capital lease on the
balance sheet of such Person.

            "CAPITAL STOCK" means, with respect to any Person, any and all
shares, interests, participations, rights or other equivalents (however
designated) of capital stock of such Person (if a corporation) or any and all
similar ownership interests in a Person (other than a corporation) whether now
outstanding or issued after the date of this Agreement.

            "CAPITATED BENEFICIARY ADJUSTMENT PAYMENT" means any payments made
to APS upon the termination of the PHC Service Agreement pursuant to Section 2.3
of the PHC Purchase Agreement based on the formula set forth on Schedule II-A to
the PHC Purchase Agreement.

            "CHAMPUS" means, collectively, the Civilian Health and Medical
Program of the Uniformed Service, a program of medical benefits covering former
and active members of the uniformed services and certain of their dependents,
financed and administered by the United States Departments of Defense, Health
and Human Services and Transportation, and all laws, rules, regulations,
manuals, orders, guidelines or requirements pertaining to such program including
(a) all federal statutes (whether set forth in 10 U.S.C. ss.ss.1071-1106 or
elsewhere) affecting such program; and (b) all rules, regulations (including 32
C.F.R. ss.199), manuals, orders and administrative, reimbursement and other
guidelines of all governmental authorities promulgated in connection with such
program (whether or not having the force of law), in each case as the same may
be amended, supplemented or otherwise modified from time to time.

            "CHAMPVA" means, collectively, the Civilian Health and Medical
Program of the Department of Veteran Affairs, a program of medical benefits
covering retirees and dependents of former members of the armed services
administered by the United States Department of Veteran Affairs, and all laws,
rules, regulations, manuals, orders, guidelines or requirements pertaining to
such program including (a) all federal statutes (whether set forth in 38 U.S.C.
ss.1713 or elsewhere) affecting such program or, to the extent applicable to
CHAMPVA, CHAMPUS; and (b) all rules, regulations (including 38 C.F.R. ss.17.54),
manuals, orders and administrative, reimbursement and other guidelines of all
governmental authorities promulgated in connection with such program (whether or
not having the force of law), in each case as the same may be amended,
supplemented or otherwise modified from time to time.

            "CHANGE OF CONTROL" means the occurrence of one or more of the
following events after the date hereof:

                  (i) any person or group of persons (within the meaning of Rule
13d-3 promulgated by the Securities and Exchanges Commission under the
Securities Exchange Act of


                                      -3-
<PAGE>

                                                                [EXECUTION COPY]

1934, as amended), other than the current owners and Persons who acquire Common
Stock as consideration for acquisitions, shall have acquired beneficial
ownership (within the meaning of such Rule 13d-3) of 25% or more of the Common
Stock of the Parent;

                  (ii) each of Dr. Kenneth A. Kessler, Nazem & Company IV, L.P.,
Applewood Associates, L.P., Seneca Ventures, Woodland Partners and Woodland
Venture Fund shall hold less than the number of outstanding shares of such class
of capital stock of the Parent (on a fully diluted basis) as each such Person
holds on the Closing Date;

                  (iii) Dr. Kenneth A. Kessler shall cease to perform the
functions of President and Chief Executive Officer of the Issuer, and a
successor shall not have been appointed by the Issuer and approved by the
Required Holders within 90 days thereafter; or

                  (iv) during any twelve consecutive calendar months, Persons
who were directors of the Parent or who were directors of the Issuer on the
first day of such period shall cease to constitute a majority of the board of
directors of the Parent or the Issuer, respectively.

            "CLOSING" is defined in SECTION 4.01.

            "CLOSING DATE" is defined in SECTION 4.01.

            "CODE" means the Internal Revenue Code of 1986, as amended from time
to time, and the rules and regulations promulgated thereunder from time to time.

            "COLLATERAL" means with respect to each Obligor, all of such
Obligor's Property pledged as security for the Obligations pursuant to the
Security Documents.

            "COLLATERAL AGENT" has the meaning set forth in the Intercreditor
Agreement.

            "COMMISSION" means the Securities and Exchange Commission.

            "COMMON STOCK" means (i) both the Class A Common and the Class B
Common shares of the Parent, $0.001 par value, as set forth in its Certificate
of Incorporation and (ii) any securities issued in respect of or exchange for
the securities described in clause (i) pursuant to a stock dividend, stock
split, recapitalization, merger or reclassification.

            "CONFIDENTIAL INFORMATION" is defined in SECTION 9.06.

            "CONSOLIDATED ADJUSTED CURRENT ASSETS" means, at any date, the
Consolidated Current Assets (excluding cash and cash equivalents) of the Parent
and its Consolidated Subsidiaries determined as of such date.

            "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the
aggregate amount of expenditures by the Parent and its Consolidated Subsidiaries
for plant, property and equipment during such period (including any such
expenditures by way of acquisition of a Person or by way of assumption of
Indebtedness or other obligations of a Person, to the extent reflected as plant,
property and equipment), but excluding any such expenditures made for the


                                      -4-
<PAGE>

                                                                [EXECUTION COPY]

replacement or restoration of assets to the extent financed by condemnation
awards or proceeds of insurance received with respect to the loss or taking of
or damage to the asset or assets being replaced or restored.

            "CONSOLIDATED CURRENT ASSETS" means, at any date, the consolidated
current assets of the Parent and its Consolidated Subsidiaries determined as of
such date.

            "CONSOLIDATED CURRENT LIABILITIES" means, at any date, (i) the
consolidated current liabilities (excluding Indebtedness) of the Parent and its
Consolidated Subsidiaries plus (ii) the current liabilities of any Person (other
than the Parent or a Consolidated Subsidiary) which are Guaranteed by the Parent
or a Consolidated Subsidiary, all determined as of such date.

            "CONSOLIDATED EBITDA" means, for any period, the EBITDA of the
Parent and its Consolidated Subsidiaries for such period.

            "CONSOLIDATED FREE CASH FLOW" means, for any period, Consolidated
EBITDA for such period minus the following amounts:

            (a) all cash payments of income taxes by the Parent and its
Consolidated Subsidiaries during such period; and

            (b) Consolidated Capital Expenditures for such period, to the extent
that such Consolidated Capital Expenditures are permitted by Senior Debt
Documents and are not financed during such period with the proceeds of
Indebtedness of the Parent or any Subsidiary permitted under SECTION 7.05(b).

            "CONSOLIDATED NET INCOME" means, the net income of the Parent and
its Consolidated Subsidiaries for such period as determined on a consolidated
basis in accordance with GAAP.

            "CONSOLIDATED SUBSIDIARY" means at any date any Subsidiary or other
entity the accounts of which would be consolidated with those of the Parent in
its consolidated financial statements if such statements were prepared as of
such date.

            "CONTRIBUTION AGREEMENT" means the Contribution Agreement of even
date herewith between the Guarantors and the Purchaser, as the same may be
amended, supplemented or otherwise modified from time to time.

            "COVENTRY HEALTH CARE" means Coventry Health Care, Inc., an Iowa
corporation.

            "CURRENT RATIO" means at any time the ratio of (i) Consolidated
Current Assets to (ii) Consolidated Current Liabilities, each as of the last day
of the then most recently ended calendar month.

            "DEFAULT" means an event or condition the occurrence or existence of
which would, with the lapse of time or the giving of notice or both, become an
Event of Default.


                                      -5-
<PAGE>

                                                                [EXECUTION COPY]

            "DEFAULT RATE" means that rate of interest that is 2.5% per annum
above the rate of interest stated in clause (a) of the first paragraph of the
Notes.

            "EBITDA" means, for any period and for any Person, the Consolidated
Net Income of such Person and its consolidated subsidiaries for such period,
after all expenses and other proper charges except depreciation, interest,
amortization and income taxes, determined in accordance with GAAP (specifically
including in the calculation thereof in the case of the Parent and its
Consolidated Subsidiaries (x) any income or loss from discontinued operations
and (y) the full amount of any charges incurred in such period related to the
development of new business, whether expensed or capitalized) (A) eliminating,
without duplication: (i) all intercompany items, (ii) all earnings attributable
to equity interests in Persons that are not Subsidiaries of such Person unless
actually received by such Person, (iii) all income arising from the forgiveness,
adjustment, or negotiated settlement of any indebtedness, (iv) any extraordinary
items of income or expense, (v) any increase or decrease in income arising from
any change in such Person's method of accounting, subject (in the case of the
Parent) to SECTION 1.03, and (vi) any interest income, and (B) deducting
therefrom, to the extent not previously deducted in calculating Consolidated Net
Income, any development costs incurred subsequent to the Closing Date, whether
expensed or capitalized on the books of the Parent.

            "ENVIRONMENTAL LAWS" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, codes, plans, injunctions, permits, concessions,
grants, franchises, licenses, agreements and governmental restrictions, whether
now or hereafter in effect, relating to human health, the environment or to
emissions, discharges or releases of pollutants, contaminants, Hazardous
Materials or wastes into the environment, including ambient air, surface water,
ground water or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, Hazardous Materials or wastes or the clean-up or other
remediation thereof.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time, or any successor statute.

            "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that is treated as a single employer together with any Obligor
under section 414 of the Code.

            "EQUITY INTEREST" means the legal or beneficial ownership of all or
a portion of the equity of a Person, including but not limited to preferred or
common stock, options, warrants or rights to acquire stock, interests in a
limited liability company, trusts, interests in a general or limited partnership
or interests in other Persons, however denominated.

            "EVENT OF DEFAULT" is defined in SECTION 8.01.

            "EXCESS CASH FLOW" means, for any period, an amount equal to (i)
Consolidated Free Cash Flow for such period, plus (ii) any interest income of
the Parent and its Consolidated Subsidiaries for such period, minus (iii) the
sum for such period of Total Debt Service for such period, and plus (or minus)
(iv) any decrease (or increase) in the Net Working Investment (other


                                      -6-
<PAGE>

than as a result of acquisitions) at the end of such Fiscal Year, when compared
with the Net Working Investment at the end of the prior Fiscal Year.

            "EXCESS CASH FLOW ADJUSTMENT DATE" is defined in SECTION 2.06(b)

            "EXCHANGE ACT" means the Securities Exchange Act of 1934.

            "EXISTING CREDIT AGREEMENT" is defined in the recitals to this
Agreement.

            "EXISTING LOAN DOCUMENTS" means the Existing Credit Agreement and
all other agreements, documents and instruments executed from time to time in
connection therewith, as the same may be amended, supplemented or otherwise
modified from time to time.

            "EXTRAORDINARY PROCEEDS" means the following cumulative proceeds of
the Parent, Issuer and any Subsidiary from any and all of the following in the
aggregate, regardless of the timing of receipt of such proceeds:

            (i) 100% of Net Cash Proceeds from Asset Sales;

            (ii) 50% of the first Five Million Dollars ($5,000,000) of Net Cash
Proceeds from a Private Equity Issuance and 100% of Net Cash Proceeds from a
Private Equity Issuance in excess of Five Million Dollars ($5,000,000);

            (iii) 100% of Major Casualty Proceeds unless, the Required Lenders
(as defined in the Existing Credit Agreement) shall otherwise direct (in which
case the amount of such payment shall be deposited into the Insurance Account
(as defined in the Existing Credit Agreement) to be held and applied in
accordance with the Security Documents);

            (iv) 100% of Capitated Beneficiary Adjusted Payments; or

            (v) 62.5% of the first Thirty Million Dollars ($30,000,000) of the
Net Cash Proceeds from an IPO or any subsequent public issuance of equity and
87.5% of Net Cash Proceeds from an IPO or any subsequent public issuance of
equity in excess of Thirty Million Dollars ($30,000,000).

            "FISCAL YEAR" means a fiscal year of the Issuer.

            "GAAP" means generally accepted accounting principles as in effect
from time to time in the United States of America, as applied by the Parent and
its Subsidiaries on a consistent basis.

            "GOVERNING DOCUMENTS" means, with respect to any corporation,
limited liability company or partnership (a) the articles/certificate of
incorporation (or the equivalent formation documents) of such corporation or
limited liability company, (b) the partnership agreement executed by the
partners in the partnership, (c) the by-laws (or the equivalent organizational
documents) of the corporation, limited liability company or partnership and (d)
any document setting forth the designation, amount and/or relative rights,
limitations and


                                      -7-
<PAGE>

                                                                [EXECUTION COPY]

preferences of any class or series of such corporation's capital stock or such
limited liability company's or partnership's equity or ownership interests, as
in effect from time to time.

            "GOVERNING LAW" means the law of the State of New York excluding
choice-of-law principles of the law of such State that would require the
application of the laws of a jurisdiction other than such State.

            "GOVERNMENTAL AUTHORITY" means (a) the government of (i) the United
States of America or any State or other political subdivision thereof, or (ii)
any jurisdiction in which any Obligor conducts all or any part of its business,
or which asserts jurisdiction over any properties of such Obligor, or (b) any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, any such government.

            "GUARANTORS" means, collectively, the Parent, each Subsidiary of the
Parent, other than the Issuer, and each other Person who now or in the future
guarantees the payment and performance of the Obligations; PROVIDED, HOWEVER,
that no Person shall be a Guarantor after such time as such Person has been
released from its Guaranty of the Notes pursuant to the provisions of this
Agreement.

            "GUARANTEE" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Indebtedness
or other obligation of any other Person and, without limiting the generality of
the foregoing, any obligation, direct or indirect, contingent or otherwise, of
such Person: (i) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation (whether arising by virtue
of partnership arrangements, by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for the purpose of
assuring in any other manner the obligee of such Indebtedness or other
obligation of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part), provided that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

            "GUARANTY" means, with respect to any Guarantor, its guaranty of the
Notes and all of its obligations thereunder as set forth in Article III hereof.

            "HAZARDOUS MATERIALS" means: (i) any "hazardous substance" as
defined in CERCLA; (ii) asbestos; (iii) polychlorinated biphenyls; (iv)
petroleum, its derivatives, by-products and other hydrocarbons; and (v) any
other toxic, radioactive, caustic or otherwise hazardous substance regulated
under Environmental Laws.

            "HAZARDOUS MATERIALS CONTAMINATION" means contamination (whether now
existing or hereafter occurring) of the improvements, buildings, facilities,
personalty, soil, groundwater, air or other elements on or of the relevant
property by Hazardous Materials, or any derivatives thereof, or on or of any
other property as a result of Hazardous Materials, or any derivatives thereof,
generated on, emanating from or disposed of in connection with the relevant
property.


                                      -8-
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                                                                [EXECUTION COPY]

            "HCFA" shall mean the Health Care Financing Administration, an
agency of HHS, and any successor thereto.

            "HHS" means the United States Department of Health and Human
Services or any successor thereto.

            "HIGHEST LAWFUL RATE" means, at any given time during which any
Obligations shall be outstanding hereunder, the maximum nonusurious interest
rate that at any time or from time to time may be contracted for, taken,
reserved, charged or received on the Obligations, under the laws of the State of
New York (or the law of any other jurisdiction whose laws may be mandatorily
applicable notwithstanding other provisions of this Agreement and the other Note
Documents), or under applicable federal laws which may presently or hereafter be
in effect and which allow a higher maximum nonusurious interest rate than under
the laws of the State of New York (or such other jurisdiction's) law, in any
case after taking into account, to the extent permitted by applicable law, any
and all relevant payments or charges under this Agreement and any other Note
Documents executed in connection herewith, and any available exemptions,
exceptions and exclusions.

            "HOLDER" means, with respect to any Note, the Person in whose name
such Note is registered in the register maintained by the Issuer pursuant to
SECTION 2.02.

            "INDEBTEDNESS" of a Person means at any date, without duplication,
all obligations of such Person which, in accordance with GAAP, would be included
as a liability on the balance sheet of such Person, including, without
limitation, (i) all obligations of such Person for borrowed money, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, (iii) all obligations of such Person to pay the deferred
purchase price of property or services, except trade accounts payable arising
and paid in the ordinary course of business, (iv) all Capital Leases of such
Person, (v) all obligations of such Person to purchase securities (or other
property) which arise out of or in connection with the issuance or sale of the
same or substantially similar securities (or property), (vi) all contingent or
non-contingent obligations of such Person to reimburse any bank or other Person
in respect of amounts paid under a letter of credit or similar instrument, (vii)
all equity securities of such Person subject to repurchase or redemption
otherwise than at the sole option of such Person, (viii) all indebtedness
secured by a Lien on any asset of such Person, whether or not such indebtedness
is otherwise an obligation of such Person, (ix) all indebtedness of others
Guaranteed by such Person, and (x) all obligations of such Person in respect of
settlements (structured or otherwise) of any litigation involving such Person.

            "INSOLVENCY EVENT" means any of the events described in paragraphs
(h) and (j) of SECTION 8.01.

            "INTERCREDITOR AGREEMENT" is defined in the recitals to this
Agreement.

            "INTEREST RATE CONTRACT" means any interest rate exchange, swap,
collar, future protection, cap, floor or similar agreements providing interest
rate protection.


                                      -9-
<PAGE>

                                                                [EXECUTION COPY]

            "INVESTMENT" means any investment in any Person, whether by means of
share purchase, capital contribution, loan, time deposit or otherwise.

            "IPO" means the closing of a Person's initial public offering of its
shares under the Securities Act.

            "ISSUER" is defined in the preamble to this Agreement.

            "KEY-PERSON LIFE INSURANCE POLICY" is defined in SECTION 6.05(e).

            "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has the practical effect of creating a security
interest, in respect of such asset. For the purposes of this Agreement and the
other Note Documents, the Parent, the Issuer or any Subsidiary shall be deemed
to own subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, Capital
Lease or other title retention agreement relating to such asset.

            "LINES OF BUSINESS" means any of the delivery and arranging for
delivery of behavioral health care services and substance abuse services and the
management and/or administration of the delivery of such behavioral health care
services and substance abuse services.

            "MAJOR CASUALTY PROCEEDS" means (i) the aggregate insurance proceeds
received in connection with one or more related events by any Obligor under any
Property Insurance Policy, or (ii) any award or other compensation with respect
to any condemnation of property (or any transfer or disposition of property in
lieu of condemnation) received by any Obligor, if the amount of such aggregate
insurance proceeds or award or other compensation exceeds $100,000.

            "MATERIAL" means material in relation to the business, operations,
financial condition, assets, properties, or prospects of the Parent and its
Subsidiaries taken as a whole.

            "MATERIAL ADVERSE EFFECT" means, with respect to any event, act,
condition or occurrence of whatever nature (including any adverse determination
in any litigation, arbitration, or governmental investigation or proceeding),
whether singly or in conjunction with any other event or events, act or acts,
condition or conditions, occurrence or occurrences, whether or not related, a
material adverse change in, or a material adverse effect upon, any of (a) the
financial condition, operations, business, properties or prospects of the Parent
and its Subsidiaries, taken as a whole, (b) the rights and remedies of the
Collateral Agent or the Holders under the Note Documents, or the ability of the
Issuer, the Parent or any other Obligor to perform its obligations under the
Note Documents to which it is a party, as applicable, (c) the legality, validity
or enforceability of any Note Document, or (d) the existence, perfection or
priority of any security interest granted in the Note Documents or the value of
the Collateral (including its value to the Collateral Agent and the Holders as
security for the Obligations).

            "MATERIAL AGREEMENT" is defined in SECTION 5.01(d)(ii).


                                      -10-
<PAGE>

                                                                [EXECUTION COPY]

            "MAXIMUM SENIOR DEBT AMOUNT" has the meaning set forth in the
Intercreditor Agreement.

            "MEDICAID" means, collectively, the healthcare assistance program
established by Title XIX of the Social Security Act (42 USC ss.ss.1396 et seq.)
and any statutes succeeding thereto, and all laws, rules, regulations, manuals,
orders, guidelines or requirements pertaining to such program including (a) all
federal statutes (whether set forth in Title XIX of the Social Security Act or
elsewhere) affecting such program; (b) all state statutes and plans for medical
assistance enacted in connection with such program (including any program
operated under a Section 1115 demonstration waiver approved by HCFA) and federal
rules and regulations promulgated in connection with such program; and (c) all
applicable provisions of all rules, regulations, manuals, orders and
administrative, reimbursement, guidelines and requirements of all government
authorities promulgated in connection with such program (whether or not having
the force of law), in each case as the same may be amended, supplemented or
otherwise modified from time to time.

            "MEDICARE" means, collectively, the health insurance program for the
aged and disabled established by Title XVIII of the Social Security Act (42 USC
ss.ss.1395 et seq.) and any statutes succeeding thereto, and all laws, rules,
regulations, manuals, orders or guidelines pertaining to such program including
(a) all federal statutes (whether set forth in Title XVIII of the Social
Security Act or elsewhere) affecting such program; and (b) all applicable
provisions of all rules, regulations, manuals, orders and administrative,
reimbursement, guidelines and requirements of all governmental authorities
promulgated in connection with such program (whether or not having the force of
law), in each case as the same may be amended, supplemented or otherwise
modified from time to time.

            "MINIMUM RESERVE" means the aggregate of the deposits and cash
amounts established by the Parent or its Subsidiaries in an aggregate amount of
at least $2 million.

            "MORTGAGE" means any mortgage, deed of trust, deed to secure debt or
other similar instrument delivered by any Obligor pursuant to SECTION 6.22
hereof, which shall be in such form as may be required by the Collateral Agent
and the Required Holders.

            "MULTIEMPLOYER PLAN" means any Plan that is a "multiemployer plan"
(as such term is defined in section 4001(a)(3) of ERISA).

            "NET CASH PROCEEDS" means, with respect to any transaction, an
amount equal to the cash proceeds received by an Obligor from or in respect of
such transaction (including any cash proceeds received as income or other
proceeds of any non-cash proceeds of such transaction), less (x) any expenses
(including commissions) reasonably incurred by such Person in respect of such
transaction, and (y) in the case of an Asset Sale, the amount of any
Indebtedness secured by a Lien on the related asset and discharged from the
proceeds of such Asset Sale and any taxes paid or payable by such Person (as
estimated by the chief financial officer of the Issuer) in respect of such Asset
Sale.


                                      -11-
<PAGE>

                                                                [EXECUTION COPY]

            "NET WORKING INVESTMENT" means, at any date, Consolidated Adjusted
Current Assets minus Consolidated Current Liabilities, all determined at such
date.

            "NOMINEE AGREEMENT ASSIGNMENTS" means those certain Nominee
Agreement Assignments of even date herewith between the Issuer and the
Collateral Agent regarding Psych Systems of Westchester, Inc., Psych Systems of
Long Island, Inc., and Psych Systems of Manhattan, Inc., respectively, as the
same may be amended, supplemented or otherwise modified from time to time.

            "NOTE DOCUMENTS" means, collectively, this Agreement, the Notes, the
Registration Rights Agreement, the Security Documents, the Contribution
Agreement, the Intercreditor Agreement and all other documents, agreements,
instruments, opinions and certificates now or hereafter delivered in connection
herewith or therewith.

            "NOTES" is defined in the recitals to this Agreement.

            "OBLIGATIONS" means all present and future obligations and
liabilities of any Obligor arising under or in connection with any Note
Document, due or to become due to any Holder or any other Person entitled to
indemnification pursuant to SECTION 9.13, or (to the extent permitted by the
Note Documents) any of their respective successors, transferees or assigns, and
shall include, without limitation, (i) unpaid principal and interest under the
Notes (including interest accruing on or after the occurrence of an Insolvency
Event, whether or not allowed as a claim in any proceeding relating to the
Insolvency Event), (ii) fees, expenses and indemnification and expense
reimbursement obligations arising under any of the Note Documents, and (iii) the
obligations of the Guarantors arising under ARTICLE III of this Agreement.

            "OBLIGOR" means the Issuer or any Guarantor and "OBLIGORS" means the
Issuer and all of the Guarantors.

            "OFFICER'S CERTIFICATE" means a certificate of a Senior Financial
Officer or of any other officer of any Obligor whose responsibilities extend to
the subject matter of such certificate.

            "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA or any successor thereto.

            "PERMITTED CONTEST" means a contest maintained in good faith by
appropriate proceedings promptly instituted and diligently conducted and with
respect to which such reserve or other appropriate provision, if any, as shall
be required in conformity with GAAP shall have been made; provided that
compliance with the obligation that is the subject of such contest is
effectively stayed during such challenge.

            "PERMITTED LIENS" means Liens permitted pursuant to SECTION 7.06.

            "PERMITTED REFINANCING" has the meaning set forth in the
Intercreditor Agreement.


                                      -12-
<PAGE>

                                                                [EXECUTION COPY]

            "PERMITTED REFINANCING SENIOR DEBT DOCUMENTS" means any financing
documentation executed in connection with a Permitted Refinancing, as such
financing documentation may be amended, supplemented or otherwise modified from
time to time in compliance with this Agreement and the Intercreditor Agreement.

            "PERSON" means and includes natural persons, corporations, limited
liability companies, limited partnerships, limited liability partnerships,
general partnerships, joint stock companies, joint ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governments and agencies and
political subdivisions thereof and their respective permitted successors and
assigns (or in the case of a governmental person, the successor functional
equivalent of such Person).

            "PHC PURCHASE AGREEMENT" means that certain Stock Purchase
Agreement, dated as of September 26, 1997, between APS and Principal Health
Care, Inc., an Iowa corporation, and assigned to Coventry Health Care.

            "PHC SERVICE AGREEMENT" means that certain Behavioral Health
Services Agreement, dated as of September 26, 1997, by and among the Parent,
APS, Principal Health Care, Inc., an Iowa corporation ("PHC"), and each of PHC's
health maintenance organization subsidiaries party thereto, as assigned to
Coventry Health Care.

            "PLAN" means an "employee benefit plan" (as defined in section 3(3)
of ERISA) that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by any Obligor or any ERISA Affiliate or
with respect to which any Obligor or any ERISA Affiliate may have any liability.

            "PLEDGED SECURITIES" means all of the issued and outstanding Equity
Interests of the Subsidiaries and of the Issuer.

            "PLEDGORS" means those Obligors identified on SCHEDULE 5.01(f)(ii).

            "POST CLOSING UNDERTAKING" means that certain Post Closing
Undertaking of even date herewith among the Issuer, the Parent, each of the
Subsidiaries of the Parent, the Collateral Agent and the Purchaser.

            "PREFERRED STOCK" means any class of capital stock of a corporation
that is preferred over any other class of capital stock of such corporation as
to the payment of dividends or the payment of any amount upon liquidation or
dissolution of such corporation.

            "PREPAYMENT TRANSACTION" is defined in SECTION 2.06.

            "PRIORITY" means Priority, Inc., a Michigan corporation.

            "PRIVATE EQUITY ISSUANCE" means any private issuance and sale of
Common Stock or other equity securities.


                                      -13-
<PAGE>

                                                                [EXECUTION COPY]

            "PROPERTY" or "PROPERTIES" means, unless otherwise specifically
limited, real or personal property of any kind, tangible or intangible, choate
or inchoate.

            "PROPERTY INSURANCE POLICY" means any insurance policy maintained by
any Obligor covering losses with respect to tangible real or personal property
or improvements or losses from business interruption.

            "PURCHASERS" OR "PURCHASER" means collectively, as of the Closing
Date, each Person a signatory hereto as a Purchaser and, at any other given
time, each Person which is a party hereto as a Purchaser, and any Person to
which a Purchaser has assigned some or all of its rights to purchase the Notes
and the Shares hereunder.

            "REAL PROPERTY" shall have the meaning assigned to it in SECTION
6.22.

            "REGISTRATION RIGHTS AGREEMENT" means the Amended and Restated
Registration and Shareholders Rights Agreement of even date herewith among the
Parent, the Issuer and the Purchaser with respect to the Shares, as the same may
be amended, supplemented or otherwise modified from time to time.

            "RELATED PERSON" means any Affiliate of the Parent, the Issuer or
any officer, employee, director or stockholder of the Parent, the Issuer or any
Affiliate, or a relative of any of the foregoing.

            "REQUIRED HOLDERS" means, at any time, the Holders of more than
fifty percent in principal amount of the Notes at the time outstanding
(exclusive of Notes then owned by the Issuer or any of its Related Persons).

            "REQUIREMENT OF LAW" means (a) the Governing Documents of a Person,
(b) any law, treaty, rule, regulation, order or determination of an arbitrator,
court or other Governmental Authority or (c) any franchise, license, lease,
permit, certificate, authorization, qualification, easement, right of way, right
or approval binding on a Person or any of its property.

            "RESPONSIBLE OFFICER" means any Senior Financial Officer and any
other officer of any Obligor with responsibility for the administration of the
relevant portion of this Agreement or any Note Document.

            "RESTRICTED PAYMENT" means as to any Person (i) any dividend or
other distribution on any shares of such Person's capital stock (except
dividends payable solely in shares of its capital stock of the same class), (ii)
any payment on account of the principal of or premium, if any, on any
Indebtedness convertible into shares of such Person's capital stock, or on any
Indebtedness subordinated in right of payment to the Obligations, or (iii) any
payment on account of the purchase, redemption, retirement or acquisition of (a)
any shares of such Person's capital stock, or (b) any option, warrant or other
right to acquire shares of such Person's capital stock. In the case of the
Issuer and its Subsidiaries, Restricted Payment shall also include any payment
or distribution to or for the benefit of the Parent.

            "SECURITIES" means the Notes, the Shares and the Warrant Shares.


                                      -14-
<PAGE>

                                                                [EXECUTION COPY]

            "SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time, and the rules and regulations promulgated thereunder.

            "SECURITY DOCUMENTS" has the meaning set forth in the Intercreditor
Agreement.

            "SEGREGATED ACCOUNT AGREEMENT" has the meaning set forth in the
Intercreditor Agreement.

            "SENIOR DEBT" has the meaning set forth in the Intercreditor
Agreement.

            "SENIOR DEBT DOCUMENTS" means the Existing Loan Documents and, after
the consummation of any Permitted Refinancing, the Permitted Refinancing Senior
Debt Documents.

            "SENIOR DEBT TERMINATION DATE" has the meaning ascribed to
"Termination Date" in the Intercreditor Agreement.

            "SENIOR FINANCIAL OFFICER" means, with respect to any Obligor, the
chief financial officer, principal accounting officer, treasurer or comptroller
of such Obligor.

            "SENIOR LENDER" means the Existing Lender and any other Persons who
now or hereafter become parties as lenders to any of the Senior Debt Documents.

            "SENIOR MANAGEMENT" means the President and/or the Chief Executive
Officer or such other officer as shall hereafter perform substantially the same
functions as the foregoing.

            "SERIES A PREFERRED STOCK" means the Series A Preferred Stock of the
Issuer, as set forth in the Issuer's amended articles of incorporation.

            "SERVICE AGREEMENT" means an agreement pursuant to which any Obligor
agrees to provide any health care management service.

            "SHARES" is defined in the recitals to this Agreement.

            "SUBSIDIARY" means, with respect to any Person, any corporation or
other entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or indirectly owned by
such Person. Unless otherwise specified or required by the context herein, the
term Subsidiary shall be deemed to refer to a Subsidiary of the Parent.

            "SUBSIDIARY GUARANTOR" means any Guarantor (other than the Parent).

            "TEMPORARY CASH INVESTMENT" means any Investment in (i) direct
obligations of the United States or any agency thereof, or obligations
guaranteed by the United States or any agency thereof, (ii) commercial paper
rated at least A-1 by Standard & Poor's Rating Group and P-1 by Moody's
Investors Service, Inc., (iii) time deposits with, including certificates of
deposit issued by, any office located in the United States of any bank or trust
company which is


                                      -15-
<PAGE>

                                                                [EXECUTION COPY]

organized under the laws of the United States or any State thereof and has
capital, surplus and undivided profits aggregating at least $500,000,000 and
which issues (or the parent of which issues) certificates of deposit or
commercial paper with a rating described in clause (ii) above, (iv) repurchase
agreements with respect to securities described in clause (i) above entered into
with an office of a bank or trust company meeting the criteria specified in
clause (iii) above, provided in each case that such Investment matures within
one year from the date of acquisition thereof by the Issuer or any of its
Subsidiaries or (v) any money market or mutual fund that invests only in the
foregoing and manager of which and the liquidity of which is reasonably
satisfactory to the Holders.

            "TOTAL DEBT SERVICE" means, for any period, the sum of (i) the
aggregate interest charges incurred by the Parent and its Consolidated
Subsidiaries for such period, whether expensed or capitalized, including the
portion of any obligation under Capital Leases allocable to interest expense in
accordance with GAAP but excluding the portion of any debt discount or premium
and the expenses of any debt issuance that shall be amortized in such period,
and (ii) the aggregate amount of all scheduled principal payments on all
Indebtedness, including the portion of any payments under Capital Leases that is
allocable to principal.

            "UCC" means the Uniform Commercial Code as in effect in the State of
New York on the date of execution of this Agreement.

            "UNPAID PRINCIPAL AMOUNT" means, as to the Notes in the aggregate,
$7,500,000 less the aggregate amount of all payments of principal made by any
Obligor on the Notes (excluding payments made as premium and payments made as
interest).

            "WARRANTS" is defined in SECTION 5.01(c).

            "WARRANT SHARES" is defined in the recitals to this Agreement

            SECTION 1.02. COMPUTATION OF TIME PERIODS. In this Agreement, in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding". Periods of days referred to in this Agreement shall be
counted in calendar days unless Business Days are expressly prescribed. Any
period determined hereunder by reference to a month or months or year or years
shall end on the day in the relevant calendar month in the relevant year, if
applicable, immediately preceding the date numerically corresponding to the
first day of such period, PROVIDED, that if such period commences on the last
day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month during which such period is to end),
such period shall, unless otherwise expressly required by the other provisions
of this Agreement, end on the last day of the calendar month.

            SECTION 1.03. ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with GAAP
(except for changes concurred in by the Issuer's independent public
accountants), with the most recent audited consolidated financial


                                      -16-
<PAGE>

                                                                [EXECUTION COPY]

statements of the Parent and its Consolidated Subsidiaries delivered to the
Holders (subject, in the case of interim financial statements, to the absence of
footnotes and to changes resulting from audit and normal year-end adjustments);
PROVIDED that, if: (i) the Parent notifies the Holders that the Parent wishes to
amend any covenant in Article VII or the definition of "Excess Cash Flow" or any
related definition to eliminate the effect of any change in GAAP on the
operation of such covenant or the determination of "Excess Cash Flow", or (ii)
the Collateral Agent notifies the Parent that the Required Holders wish to amend
Article VII or the definition of "Excess Cash Flow" or any related definition
for such purpose, then the Parent's compliance with such covenant or "Excess
Cash Flow", as the case may be, shall be determined on the basis of GAAP in
effect immediately before the relevant change in GAAP became effective, until
either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Parent and the Required Holders.

            SECTION 1.04. REFERENCES TO THIS AGREEMENT. The words "hereof",
"herein", "hereunder" and similar terms when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement, and article, section, subsection, clause, schedule and exhibit
references herein are references to articles, sections, subsections, clauses,
schedules and exhibits to this Agreement unless otherwise specified.

            SECTION 1.05. MISCELLANEOUS TERMS. All terms defined in this
Agreement in the singular shall have comparable meanings when used in the
plural, and VICE VERSA, unless otherwise specified. The term "including" is by
way of example and not limitation. A Default or an Event of Default shall
"continue" or be "continuing" until such Default or Event of Default has been
waived in accordance with SECTION 9.03. A reference to a statute, ordinance,
code or other Requirement of Law includes rules, regulations or guidance
promulgated thereunder and consolidations, amendments, re-enactments or
replacements of, or successors to, any of them. A reference to a Person includes
a reference to the Person's executors, administrators, successors, substitutes
and assigns.

                                   ARTICLE II.
                                    THE NOTES

            SECTION 2.01. SALE AND PURCHASE OF NOTES. Subject to the terms and
conditions of this Agreement, at the Closing provided for in SECTION 4.01, the
Issuer will issue and sell to the Purchaser and the Purchaser agrees to purchase
from the Parent the Shares and from the Issuer the Notes in the principal amount
of $7,500,000 for the aggregate consideration of $7,115,142.86, with the
$384,857.14 portion constituting original issue discount fully earned upon
funding.

            SECTION 2.02. REGISTRATION OF NOTES. The Issuer hereby acknowledges
and makes the Notes a registered obligation for United States withholding tax
purposes. The Issuer shall be the registrar for the Notes (the "REGISTRAR") with
full power of substitution. In the event the Registrar becomes unable or
unwilling to act as registrar under this Agreement, the Issuer shall reasonably
designate a successor Registrar. Each Holder who is a foreign person, by its
acceptance of its Note(s), hereby agrees to provide the Issuer with a completed
Internal Revenue


                                      -17-
<PAGE>

                                                                [EXECUTION COPY]

Service Form W-8 (Certificate of Foreign Status) or a substantially similar form
for such Holder, participants or other affiliates who are holders of beneficial
interests in the Notes. Notwithstanding any contrary provision contained in this
Agreement or any of the other Note Documents, neither the Notes nor any
interests therein may be sold, transferred, hypothecated, participated or
assigned to any Person except upon satisfaction of the conditions specified in
this SECTION 2.02. Each Holder, by its acceptance of its Note(s), agrees to be
bound by the provisions of this SECTION 2.02 and to indemnify and hold harmless
the Registrar against any and all loss or liability arising from the disposition
by such Holder of the Notes or any interest therein in violation of this SECTION
2.02. The Registrar shall keep at its principal executive office (or an office
or agency designated by it by notice to the last registered Holder) a ledger, in
which, subject to such reasonable regulations as it may prescribe, but at its
expense (except as specified below), it shall provide for the registration and
transfer of the Notes. No sale, transfer, hypothecation, participation or
assignment of any Note or any interest therein shall be effective for any
purpose until it shall be registered on the books of the Registrar to be
maintained for such purpose. The Registrar shall record the transfer of the
Notes on the books maintained for this purpose upon receipt by the Registrar at
the office or agency designated by the Registrar of (a) a written assignment of
the Note(s) being assigned (or the applicable interest therein), (b) funds
sufficient to pay any transfer taxes payable upon the making of such transfer as
well as the cost of reviewing the documents presented to the Registrar, and (c)
such evidence of due execution as the Registrar shall reasonably require. The
Registrar shall record the transfer of the Notes on the books maintained for
such purpose at the cost and expense of the assignee.

            SECTION 2.03. TRANSFER AND EXCHANGE OF NOTES.

            (a) The Holders understand and agree that the Notes have not been
registered under the Securities Act or the securities laws of any state, and
that they may be sold or otherwise disposed of only in one or more transactions
registered under the Securities Act or, where applicable, pursuant to an
exemption from the registration requirements of the Securities Act and, where
applicable, the securities laws of any state. The Holders understand and agree
that each Note or certificate representing the Notes shall bear the following
legends:

            THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
            OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE
            DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
            UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE
            EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS

            THIS NOTE IS SUBJECT TO A SUBORDINATION AND INTERCREDITOR AGREEMENT,
            DATED AS OF SEPTEMBER 15, 2000 (THE "INTERCREDITOR AGREEMENT"),
            AMONG CANPARTNERS INVESTMENTS IV, LLC, PSYCH SYSTEMS HOLDINGS, INC.,
            AMERICAN PSYCH SYSTEMS HOLDINGS, INC., AND BANK OF AMERICA, N.A.
            THIS NOTE IS SUBORDINATED IN RIGHT AND TIME OF PAYMENT TO THE PRIOR
            PAYMENT IN FULL IN CASH OF


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                                                                [EXECUTION COPY]

            ALL SENIOR DEBT (AS DEFINED THEREIN) IN ACCORDANCE WITH, AND TO THE
            EXTENT SPECIFIED IN, SUCH INTERCREDITOR AGREEMENT AND EACH HOLDER OF
            THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND
            BY THE TERMS AND PROVISIONS OF SUCH INTERCREDITOR AGREEMENT. THIS
            NOTE IS ALSO SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN
            THE INTERCREDITOR AGREEMENT.

            (b) Subject to the requirements of clause (a) above, upon surrender
of any Note at the principal executive office of the Issuer for registration of
transfer or exchange (and in the case of a surrender for registration of
transfer, duly endorsed or accompanied by a written instrument of transfer
reasonably acceptable to the Issuer, duly executed by the registered Holder of
such Note or its attorney duly authorized in writing and accompanied by the
address for notices of each transferee of such Note or part thereof), the Issuer
shall execute and deliver, at the Issuer's expense (except as provided below),
one or more new Notes (as requested by the Holder thereof) in exchange therefor,
in an aggregate principal amount equal to the unpaid principal amount of the
surrendered Note. Each such new Note shall be payable to such Person as such
Holder may request and shall be substantially in the form of EXHIBIT A. Each
such new Note shall be dated and bear interest from the date to which interest
shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon. The Issuer may
require payment of a sum sufficient to cover any stamp tax or governmental
charge imposed in respect of any such transfer of Notes. Notes shall not be
transferred in denominations of less than $100,000, PROVIDED that if necessary
to enable the registration of transfer by a Holder of its entire holding of
Notes, one Note may be in a denomination of less than $100,000. Any transferee,
by its acceptance of a Note registered in its name (or the name of its nominee),
shall be deemed to have made the representation set forth in SECTION 5.02.

            SECTION 2.04. REPLACEMENT OF NOTES. Upon receipt by the Issuer of
notice from any Holder of the ownership of and the loss, theft, destruction or
mutilation of any Note held by such Holder, and

            (a) in the case of loss, theft or destruction, a lost note indemnity
agreement reasonably satisfactory to the Issuer and the Holder, or

            (b) in the case of mutilation, upon surrender and cancellation
thereof and, to the extent reasonably necessary, a lost note indemnity agreement
reasonably satisfactory to the Issuer and the Holder,

the Issuer at its own expense shall execute and deliver, in lieu thereof, a new
Note, dated and bearing interest from the date to which interest shall have been
paid on such lost, stolen, destroyed or mutilated Note or dated the date of such
lost, stolen, destroyed or mutilated Note if no interest shall have been paid
thereon.


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                                                                [EXECUTION COPY]

            SECTION 2.05. PAYMENTS ON NOTES.

            (a) PLACE OF PAYMENT; SURRENDER. Payments of principal, interest and
other amounts becoming due and payable on the Notes or under the Note Documents
shall be made by the method and to the address or account specified with respect
to any Holder by such method and at such address or account as such Holder shall
have from time to time specified to each Obligor in writing for such purpose,
without the presentation or surrender of such Note or the making of any notation
thereon, except that upon written request of any Obligor made concurrently with
or promptly after payment or prepayment in full of any Note, the Holder of such
Note shall surrender it for cancellation, reasonably promptly after any such
request, to the Obligors at the Issuer's principal executive office. Prior to
any sale or other disposition of any Note by any Holder or its nominee, such
Holder will, at its election, either endorse thereon the amount of principal
paid thereon and the last date to which interest has been paid thereon or
surrender such Note to the Issuer in exchange for a new Note or Notes pursuant
to SECTION 2.03.

            (b) PAYMENTS DUE ON NON-BUSINESS DAYS. Anything in this Agreement or
the Notes to the contrary notwithstanding, any payment of principal of or
interest on any Note that is due on a date other than a Business Day shall be
made on the next succeeding Business Day without including the additional days
elapsed in the computation of the interest payable on such next succeeding
Business Day.

            SECTION 2.06. MANDATORY OFFERS TO REPURCHASE THE NOTES; MANDATORY
PREPAYMENTS.

            (a) Within five Business Days after the occurrence of: (a) a Change
of Control or (b) the Issuer's receipt of Extraordinary Proceeds ((a) and (b)
being hereafter collectively referred to as a "PREPAYMENT TRANSACTION"), the
Issuer shall give written notice of such Prepayment Transaction to each Holder,
which notice shall state the date of such Prepayment Transaction and shall
describe such Prepayment Transaction in reasonable detail. The notice shall
include an offer to prepay: (i) all of the Notes in the event of a Change of
Control, or (ii) such of the Notes as may be purchased with 100% of the
Extraordinary Proceeds after the deduction of proceeds applied by the Issuer to
the Senior Debt in accordance with the Senior Debt Documents and SECTION 6.16
hereof (a "PREPAYMENT OFFER"). The date specified for such purchase (the
"PREPAYMENT DATE") shall be (i) if the prepayment is triggered by a Change of
Control or if the Senior Debt Termination Date has occurred, then no sooner than
20 nor later than 30 days after the Prepayment Transaction, or (ii) if the
Senior Debt Termination Date has not occurred, promptly at such time that the
Senior Lender permits the prepayment or at such time as the Senior Debt
Termination Date occurs, the date of which the Issuer promptly shall notify the
Holders. Each Holder shall have the option to sell to the Issuer, and the Issuer
hereby agrees to repurchase as provided herein, such of the Notes then owned by
such Holder as may be purchased on the terms described herein.

            Such option may be exercised by each Holder by written notice to the
Issuer given not later than 10 days prior to the Prepayment Date, specifying the
aggregate principal amount of Notes which such Holder intends to sell to the
Issuer. On or before the Prepayment Date, each Holder which has accepted the
Issuer's offer to repurchase the Notes shall deliver to the Issuer


                                      -20-
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                                                                [EXECUTION COPY]

the Notes to be repurchased hereunder on such date against payment by the Issuer
in full in immediately available funds of the purchase price therefor specified
herein; PROVIDED that, notwithstanding its exercise of the option herein
provided, any such Holder may at any time prior to the Prepayment Date waive in
whole or in part, by written notice to the Issuer, its right to sell to the
Issuer the Notes to be repurchased. In the event of the Issuer's receipt of
Extraordinary Proceeds, promptly following the Prepayment Date, the Issuer shall
deliver to each Holder electing to accept the Prepayment Offer a new Note equal
in principal amount to any unpurchased portion of the Note surrendered by such
Holder. To the extent the Prepayment Offer is not fully subscribed to by the
Holders of the Notes, first such tendered Notes shall be paid for in full to the
extent possible with the available Extraordinary Proceeds and then any remaining
Extraordinary Proceeds may be retained by the Guarantor or Issuer.

            (b) PREPAYMENTS FROM EXCESS CASH FLOW. On the earlier of (x) the
date audited financial statements for each Fiscal Year are delivered in
accordance with SECTION 6.01, and (y) ninety (90) days following the last day of
each of its Fiscal Years, commencing with the Fiscal Year ended December 31,
2000, Issuer shall prepay

                  (i) until the earlier of (a) March 15, 2001, and (b) the date
that Parent has delivered an Officer's Certificate certifying that the Parent
and its Consolidated Subsidiaries have achieved a Current Ratio of 1.1 to 1 (the
"EXCESS CASH FLOW ADJUSTMENT DATE"), Notes in an amount equal to 60% of the
Excess Cash Flow for such Fiscal Year if at such time the Senior Debt
Termination Date has occurred;

                  (ii) after the Excess Cash Flow Adjustment Date, Notes in an
amount equal to 87.5% of the Excess Cash Flow for such Fiscal Year if at such
time the Senior Debt Termination Date has occurred;

                  (iii) until the Excess Cash Flow Adjustment Date, the
principal amount of the term loan portion of the Senior Debt in an amount equal
to 60% of the Excess Cash Flow for such Fiscal Year if at such time the Senior
Debt Termination Date has not yet occurred; and

                  (iv) after the Excess Cash Flow Adjustment Date, the principal
amount of the term loan portion of the Senior Debt in an amount equal to 87.5%
of the Excess Cash Flow for such Fiscal Year if at such time the Senior Debt
Termination Date has not yet occurred.

Any calculation pursuant to this SECTION 2.06(e) shall be based on the
audited financial statements for Parent.

            (c) PREPAYMENTS FROM KEY-PERSON LIFE INSURANCE PROCEEDS. Promptly
upon receipt by the Issuer or the Parent of any payment under the Key-Person
Life Insurance Policy, the Issuer shall prepay the Notes in an amount equal to
the amount of such payment.

            SECTION 2.07. OPTIONAL PREPAYMENTS OF THE NOTES.

            (a) NOTICE OF PREPAYMENT; PREPAYMENT AMOUNT. The Issuer may, at its
option, upon notice provided below, prepay at any time all, or from time to time
any part of, the Notes, at a price determined in accordance with SECTION
2.07(C). The Issuer will give each Holder of


                                      -21-
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                                                                [EXECUTION COPY]

Notes written notice of each optional prepayment under this SECTION 2.07 not
less than 10 days and not more than 60 days prior to the date fixed for such
prepayment. Each such notice shall specify such date, the aggregate principal
amount of the Notes to be prepaid on such date, the principal amount of each
Note held by such Holder to be prepaid (determined in accordance with SECTION
2.09), and the interest to be paid on the prepayment date with respect to such
principal amount being prepaid.

            (b) MATURITY; SURRENDER, ETC. In the case of each prepayment of
Notes pursuant to this SECTION 2.07, the principal amount of each Note to be
prepaid shall mature and become due and payable on the date fixed for such
prepayment, together with interest on such principal amount accrued to such
date. From and after such date, unless the Issuer shall fail to pay such
principal amount when so due and payable, together with the interest thereon as
aforesaid, interest on such principal amount shall cease to accrue. Any Note
paid or prepaid in full shall be surrendered to the Issuer, for the benefit of
the Issuer, and canceled and shall not be reissued, and no Note shall be issued
in lieu of any prepaid principal amount of any Note.

            (c) OPTIONAL PREPAYMENT PURCHASE PRICE. If any optional prepayment
under SECTION 2.07 occurs:

                  (i) before the first anniversary of the Closing Date, then the
purchase price shall be 105% of the Unpaid Principal Amount;

                  (ii) on or after the first anniversary of the Closing Date and
before the second anniversary of the Closing date, then the purchase price shall
be 102.50% of the Unpaid Principal Amount;

                  (iii) on or after the second anniversary of the Closing Date,
then the purchase price shall be 100% of the Unpaid Principal Amount; and

in all cases, plus any unpaid and accrued interest thereon.

            SECTION 2.08. PURCHASES OF NOTES. The Obligors will not and will not
permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly
or indirectly, any of the outstanding Notes except upon the payment or
prepayment of the Notes in accordance with the terms of this Agreement and the
Notes (including any offer or right to purchase the Notes pursuant to SECTIONS
2.06 OR 2.07). Each Obligor will promptly cancel all Notes acquired by it or any
Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to
any provision of this Agreement or otherwise and no Notes may be issued in
substitution or exchange for any such Notes (except to the limited extent set
forth in SECTION 2.06).

            SECTION 2.09. ALLOCATION OF PARTIAL PREPAYMENTS. In the case of each
partial prepayment of the Notes under SECTION 2.06 OR 2.07, the principal amount
of the Notes to be prepaid shall be allocated among all of the Notes at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof not theretofore called for prepayment, with
adjustments, to the extent practicable, to compensate for any prior payments not
made exactly in such proportion, but so that Notes remaining outstanding after
the prepayment are in the authorized denominations specified in this Agreement.


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                                                                [EXECUTION COPY]

                                  ARTICLE III.
                               GUARANTEE OF NOTES

            SECTION 3.01. AGREEMENT OF GUARANTY. In order to induce the
Purchaser to purchase the Notes, the Guarantors hereby jointly and severally
irrevocably and unconditionally guarantee as primary obligors and not merely as
sureties, the due and punctual payment in full of all Obligations when the same
shall become due, whether at stated maturity, by acceleration, demand or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code or a stay granted
under Section 105 of the Bankruptcy Code, and including interest accruing on and
after the filing of any petition in bankruptcy or of reorganization of the
obligor whether or not post filing interest is allowed in such proceeding). The
term "Obligations" is used herein in its most comprehensive sense and includes
any and all obligations of Issuer now or hereafter made, incurred or created,
whether absolute or contingent, liquidated or unliquidated, whether due or not
due, and however arising under or in connection with any Note.

            SECTION 3.02. GUARANTY IRREVOCABLE. Each Guarantor agrees that its
obligations hereunder are irrevocable, absolute, independent and unconditional
and to the maximum extent permitted by Governing Law, shall not be affected by
any circumstance which constitutes a legal or equitable discharge of a guarantor
or surety other than payment in full of the Obligations. In furtherance of the
foregoing and without limiting the generality thereof, each Guarantor agrees to
the maximum extent permitted by Governing Law, as follows: (a) this Guaranty is
a guaranty of payment when due and not of collectibility; (b) the Holders of
Notes may from time to time, without notice or demand and without affecting the
validity or enforceability of this Guaranty or giving rise to any limitation,
impairment or discharge of any Guarantor's liability hereunder, (i) renew,
extend, accelerate or otherwise change the time, place, manner or terms of
payment of the Obligations, (ii) settle, compromise, release or discharge, or
accept or refuse any offer of performance with respect to, or substitutions for,
the Obligations or any agreement relating thereto and/or subordinate the payment
of the same to the payment of any other obligations, (iii) request and accept
other guaranties of the Obligations and take and hold security for the payment
of this Guaranty or the Obligations, (iv) release, exchange, compromise,
subordinate or modify, with or without consideration, any security for payment
of the Obligations, any other guaranties of the Obligations, or any other
obligation of any Person (including any other Guarantor) with respect to the
Obligations, (v) enforce and apply any security now or hereafter held by or for
the benefit of the Holders of Notes in respect of this Guaranty or the
Obligations and direct the order or manner of sale thereof, or exercise any
other right or remedy that the Holders of the Notes may have against any such
security, as the Holders of the Notes in their discretion may determine
consistent with any applicable security agreement, including foreclosure on any
such security pursuant to one or more judicial or nonjudicial sales, whether or
not every aspect of any such sale is commercially reasonable, and (vi) exercise
any other rights available to any of them under any of the Note Documents, at
law or in equity; and (c) this Guaranty and the obligations of Guarantors
hereunder shall be valid and enforceable and shall not be subject to any
limitation, impairment or discharge for any reason (other than payment in full
of the Obligations), including without limitation the occurrence of any of the
following, whether or not any Guarantor shall have had notice or knowledge of
any of them: (i) any failure to assert or enforce or agreement not to assert or
enforce, or the stay or enjoining, by order of


                                      -23-
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                                                                [EXECUTION COPY]

court, by operation of law or otherwise, of the exercise or enforcement of, any
claim or demand or any right, power or remedy with respect to the Obligations or
any agreement relating thereto, or with respect to any other guaranty of or
security for the payment of the Obligations, (ii) any waiver, amendment or
modification of, or any consent to departure from, any of the terms or
provisions (including without limitation provisions relating to events of
default) of any of the Note Documents or any agreement or instrument executed
pursuant thereto, or of any other guaranty or security for the Obligations,
(iii) the Obligations, or any agreement relating thereto, at any time being
found to be illegal, invalid or unenforceable in any respect, (iv) the
application of payments received from any source to the payment of indebtedness
other than the Obligations, even though the Holders of the Notes might have
elected to apply such payment to any part or all of the Obligations, (v) any
failure to perfect or continue perfection of a security interest in any
collateral which secures any of the Obligations, (vi) any defenses, set-offs or
counterclaims which any Obligor may allege or assert against any Holder of Notes
in respect of the Obligations, including but not limited to failure of
consideration, breach of warranty, payment, statute of frauds, statute of
limitations, accord and satisfaction and usury, and (vii) any other act or thing
or omission, or delay to do any other act or thing, which may or might in any
manner or to any extent vary the risk of any Guarantor as an obligor in respect
of the Obligations. Notwithstanding the foregoing, the Guaranty herein is also
subject to the terms of the Intercreditor Agreement.

            SECTION 3.03. CERTAIN WAIVERS. Each Guarantor hereby waives to the
maximum extent permitted by Governing Law, for the benefit of the Holders: (a)
any right to require the Holders, as a condition of payment or performance by
such Guarantor, to (i) proceed against the Issuer, any other guarantor
(including any other Guarantor) of the Obligations or any other Person, (ii)
proceed against or exhaust any security held from the Issuer, any other
guarantor (including any other Guarantor) of the Obligations or any other
Person, (iii) proceed against or have resort to any balance of any deposit
account or credit on the books of any of the Holders in favor of the Issuer or
any other Person, or (iv) pursue any other remedy in the power of the Holders
whatsoever; (b) any defense arising by reason of the incapacity, lack of
authority or any disability or other defense of the Issuer including, without
limitation, any defense based on or arising out of the lack of validity or the
unenforceability of the Obligations or any agreement or instrument relating
thereto or by reason of the cessation of the liability of the Issuer from any
cause other than payment in full of the Obligations; (c) any defense based upon
any statute or rule of law which provides that the obligation of a surety must
be neither larger in amount nor in other respects more burdensome than that of
the principal; (d) any defense based upon the Holders' errors or omissions in
the administration of the Obligations, except behavior which amounts to bad
faith; (e) (i) any principles or provisions of law, statutory or otherwise,
which are or might be in conflict with the terms of this Guaranty and any legal
or equitable discharge of such Guarantor's obligations hereunder, (ii) the
benefit of any statute of limitations affecting such Guarantor's liability
hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments
and counterclaims, and (iv) promptness, diligence and any requirement that the
Holders protect, secure, perfect or insure any security interest or lien or any
property subject thereto; (f) notices, demands, presentments, protests, notices
of protest, notices of dishonor and notices of any action or inaction, including
acceptance of this Guaranty, notices of default under this Agreement or the Note
or any agreement or instrument related thereto, notices


                                      -24-
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                                                                [EXECUTION COPY]

of any renewal, extension or modification of the Obligations or any agreement
related thereto, notices of any extension of credit to the Issuer and notices of
any of the matters referred to in the preceding paragraph and any right to
consent to any thereof; and (g) any defenses or benefits that may be derived
from or afforded by law which limit the liability of or exonerate guarantors or
sureties, or which may conflict with the terms of this Guaranty.

            SECTION 3.04. CERTAIN CALIFORNIA LAW WAIVERS. As used in this
SECTION 3.04, any reference to "the principal" includes the Issuer, and any
reference to "the creditor" includes the Holders of Notes. In accordance with
Section 2856 of the California Civil Code (if the same shall be found to be
applicable notwithstanding SECTION 9.12): (i) each Guarantor waives any and all
rights and defenses available to such Guarantor by reason of Sections 2787 to
2855, inclusive, 2899 and 3433 of the California Civil Code, including without
limitation any and all rights or defenses such Guarantor may have by reason of
protection afforded to the principal with respect to any of the Obligations, or
to any other guarantor (including any other Guarantor) of any of the Obligations
with respect to any of such guarantor's obligations under its guaranty, in
either case pursuant to the anti-deficiency or other laws of the State of
California limiting or discharging the principal's indebtedness or such
guarantor's obligations, including without limitation Section 580a, 580b, 580d,
or 726 of the California Code of Civil Procedure; and (ii) each Guarantor waives
all rights and defenses arising out of an election of remedies by the creditor,
even though that election of remedies, such as a nonjudicial foreclosure with
respect to security for any Obligation, has destroyed such Guarantor's rights of
subrogation and reimbursement against the principal by the operation of Section
580d of the California Code of Civil Procedure or otherwise; and even though
that election of remedies by the creditor, such as nonjudicial foreclosure with
respect to security for an obligation of any other guarantor of any of the
Obligations, has destroyed such Guarantor's rights of contribution against such
other guarantor. No other provision of this Guaranty shall be construed as
limiting the generality of any of the covenants and waivers set forth in this
paragraph. As provided in SECTION 9.12 below, this Guaranty shall be governed
by, and shall be construed and enforced in accordance with, the internal laws of
the State of New York, without regard to conflicts of laws principles. This
SECTION 3.04 is included solely out of an abundance of caution, and shall not be
construed to mean that any of the above-referenced provisions of California law
are in any way applicable to this Guaranty or to any of the Obligations.

            SECTION 3.05. LIMITATIONS ON SUBROGATION. Until the Obligations
shall have been paid in full, each Guarantor shall withhold exercise of (a) any
claim, right or remedy, direct or indirect, that such Guarantor now has or may
hereafter have against the Issuer or any of its assets in connection with this
Guaranty or the performance by such Guarantor of its obligations hereunder, in
each case whether such claim, right or remedy arises in equity, under contract,
by statute (including without limitation under California Civil Code Section
2847, 2848 or 2849 or similar statutes of other states), under common law or
otherwise and including without limitation (i) any right of subrogation,
reimbursement or indemnification that such Guarantor now has or may hereafter
have against the Issuer, (ii) any right to enforce, or to participate in, any
claim, right or remedy that any Holder of Notes now has or may hereafter have
against the Issuer, and (iii) any benefit of, and any right to participate in,
any collateral or security now or hereafter held by or for the benefit of the
Holders of Notes, and (b) any right of contribution such Guarantor may have
against any other guarantor (including any other Guarantor) of any of the
Obligations. Each Guarantor further agrees that, to the extent the agreement to
withhold the exercise of its


                                      -25-
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                                                                [EXECUTION COPY]

rights of subrogation, reimbursement, indemnification and contribution as set
forth herein is found by a court of competent jurisdiction to be void or
voidable for any reason, any rights of subrogation, reimbursement or
indemnification such Guarantor may have against the Issuer or against any
collateral or security, and any rights of contribution such Guarantor may have
against any such other guarantor, shall be junior and subordinate to any rights
the Holders of Notes may have against the Issuer, to all right, title and
interest the Holders of Notes may have in any such collateral or security, and
to any right the Holders of Notes may have against such other guarantor.

            SECTION 3.06. LIMIT ON AMOUNT OF GUARANTY. Each Guarantor confirms
that it is the intention of all such parties that the guarantee by such
Guarantor pursuant to this Guaranty does not constitute a fraudulent transfer or
conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or
state law. To effectuate the foregoing intention, each Guarantor hereby
irrevocably agrees that the obligations of such Guarantor under this Guaranty
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor on the date of determination
and after giving effect to any collections from or payments made by or on behalf
of any other Guarantor in respect of the obligations of such other Guarantor
under its Guaranty, result in the obligations of such Guarantor under this
Guaranty not constituting such fraudulent transfer or conveyance.

            SECTION 3.07. RELEASE OF SUBSIDIARY GUARANTORS UNDER CERTAIN
CIRCUMSTANCES. Upon the sale or other disposition of all or substantially all of
the assets of any Subsidiary Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Capital Stock of any
Subsidiary Guarantor, to an entity which is not a Subsidiary Guarantor and which
sale or disposition is in compliance with SECTION 7.02 hereof, then such
Subsidiary Guarantor (in the event of a sale or other disposition, by way of a
merger, consolidation or otherwise, of all of the Capital Stock of such
Subsidiary Guarantor) or the corporation acquiring the property (in the event of
a sale or other disposition of all or substantially all of the assets of such
Subsidiary Guarantor) shall be released from and relieved of any obligations
under this Guaranty without any further action required on the part of the
Holders of the Notes; PROVIDED, HOWEVER, that any such termination shall occur
only to the extent that all obligations of such Subsidiary Guarantor under all
of its guarantees of, and under all of its pledges of assets or other security
interests which secure, any other Indebtedness of the Issuer remaining
outstanding as a liability of the Issuer following such sale or disposition,
shall also terminate upon such release, sale or transfer; and PROVIDED, FURTHER,
that if such event constitutes an Asset Sale, the Net Cash Proceeds of such an
Asset Sale will be applied in accordance with SECTION 2.08 of this Agreement.
The Issuer shall deliver an appropriate instrument evidencing such release to
the Holders of the Notes. Any Subsidiary Guarantor not so released remains
liable for the full amount of all Obligations.

            SECTION 3.08. SUBORDINATION OF CERTAIN INDEBTEDNESS. Any
Indebtedness of the Issuer now or hereafter held by any Guarantor is hereby
subordinated in right of payment to the Obligations, and any such indebtedness
of the Issuer to such Guarantor collected or received by such Guarantor after an
Event of Default has occurred and is continuing shall be held in trust for the
Holders of the Notes and shall forthwith be paid over to the Holders of the
Notes to be


                                      -26-
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                                                                [EXECUTION COPY]

credited and applied against the Obligations.

            SECTION 3.09. GUARANTORS' INDEMNITY. The Guarantors jointly and
severally agree to pay, or cause to be paid, on demand, and to save the Holders
of Notes harmless against liability for, any and all costs and expenses
(including fees and disbursements of counsel and allocated costs of internal
counsel) incurred or expended by the Holders of Notes in connection with the
enforcement of or preservation of any rights under this ARTICLE III.

            SECTION 3.10. NO DUTY OF INQUIRY. It is not necessary for the
Holders of Notes to inquire into the capacity or powers of any Guarantor or the
Issuer or the officers, directors or any agents acting or purporting to act on
behalf of any of them.

            SECTION 3.11. NO DUTY TO PROVIDE DATA TO GUARANTORS. The Holders of
Notes shall have no obligation to disclose or discuss with any Guarantor its
assessment, or any Guarantor's assessment, of the financial condition of the
Issuer. Each Guarantor has adequate means to obtain information from the Issuer
on a continuing basis concerning the financial condition of the Issuer and its
ability to perform its obligations under this Agreement, the Notes and the other
Note Documents, and each Guarantor assumes the responsibility for being and
keeping informed of the financial condition of the Issuer and of all
circumstances bearing upon the risk of nonpayment of the Obligations. Each
Guarantor hereby waives and relinquishes any duty on the part of the Holders of
Notes to disclose any matter, fact or thing relating to the business, operations
or conditions of the Issuer now known or hereafter known by the Holders of
Notes.

            SECTION 3.12. RIGHTS CUMULATIVE. The rights, powers and remedies
given to the Holders of Notes by this Article III are cumulative and shall be in
addition to and independent of all rights, powers and remedies given to the
Holders of Notes by virtue of any statute or rule of law or in this Agreement,
any Note or any of the other Note Documents between any Guarantor and the
Holders of Notes or between the Issuer and the Holders of Notes. Any forbearance
or failure to exercise, and any delay by the Holders of Notes in exercising, any
right, power or remedy hereunder shall not impair any such right, power or
remedy or be construed to be a waiver thereof, nor shall it preclude the further
exercise of any such right, power or remedy.

            SECTION 3.13. CERTAIN WAIVERS REGARDING INTEREST ACCRUALS. Each
Guarantor acknowledges and agrees that any interest on any portion of the
Obligations which accrues after the commencement of any proceeding, voluntary or
involuntary, involving the bankruptcy, insolvency, receivership, reorganization,
liquidation or arrangement of the Issuer (or, if interest on any portion of the
Obligations ceases to accrue by operation of law by reason of the commencement
of said proceeding, such interest as would have accrued on such portion of the
Obligations if said proceeding had not been commenced) shall be included in the
Obligations because it is the intention of Guarantors and the Holders of Notes
that the Obligations which are guarantied by Guarantors pursuant to this
Agreement should be determined without regard to any rule of law or order which
may relieve the Issuer of any portion of such Obligations.

            SECTION 3.14. CONTINUATION OF GUARANTY. In the event that all or any
portion of the Obligations are paid by the Issuer, the obligations of the
Guarantors hereunder shall continue


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                                                                [EXECUTION COPY]

and remain in full force and effect or be reinstated, as the case may be, in the
event that all or any part of such payment(s) are rescinded or recovered
directly or indirectly from the Holders of Notes as a preference, fraudulent
transfer or otherwise, and any such payments which are so rescinded or recovered
shall constitute Obligations for all purposes under this ARTICLE III.

            SECTION 3.15. CONTINUING GUARANTY. This Guaranty set forth in this
ARTICLE III is a continuing guaranty and shall be binding upon each Guarantor
and, except as expressly provided herein, its respective successors and assigns,
and each Guarantor hereby irrevocably waives any right (including without
limitation any such right arising under California Civil Code Section 2815 and
under any similar statutes of other states) to revoke the Guaranty contained in
this ARTICLE III as to future transactions giving rise to any Obligations. The
Guaranty contained in this ARTICLE III shall inure to the benefit of the Holders
of Notes and their respective successors and assigns.

                                   ARTICLE IV.
                                     CLOSING

            SECTION 4.01. CLOSING OF PURCHASE AND SALE OF NOTES AND SHARES. The
sale and purchase of the Notes and Shares to be purchased by the Purchaser shall
occur at such place and time as the Issuer, the Parent and the Purchaser may
mutually agree (the consummation of such sale and purchase being referred to
herein as the "CLOSING" and the date on which the Closing occurs being referred
to herein as the "CLOSING DATE").

            (a) NOTES. At the Closing the Issuer will deliver to the Purchaser
the Notes in the form of a single Note (or such greater number of Notes in
denominations of at least $10,000 as the Purchaser may request) dated the date
of the Closing and registered in the Purchaser's name (or in the name of such
Purchaser's nominee), against delivery by the Purchaser to the Issuer in the
amount of the purchase price therefor by wire transfer of immediately available
funds to an account or accounts specified by the Issuer in a written notice to
the Purchaser. If at the Closing the Issuer shall fail to tender such Notes to
the Purchaser as provided above in this SECTION 4.01, or any of the other
conditions specified in SECTION 4.02 shall not have been fulfilled to the
Purchaser's satisfaction, the Purchaser shall, at its election, be relieved of
all further obligations under this Agreement, without thereby waiving any rights
the Purchaser may have by reason of such failure or such nonfulfillment.

            (b) SHARES. In connection with the Purchaser's commitment to
purchase the Notes, as described in SECTION 4.01(A), the Parent shall issue to
the Purchaser the Shares in exchange for a payment to Parent of $750. The Shares
shall be issued subject to the legends set forth in SECTION 2.03 and to the
following right of repurchase by the Parent for $0.01 per share:

<TABLE>
<CAPTION>
       Notes Repaid                  Shares Subject to     Shares
       in Full Prior to              Repurchase by Issuer  Retained by Purchaser
       ----------------              --------------------  ---------------------
<S>                                  <C>                   <C>
       First Anniversary of Closing  250,000               500,000
       Second Anniversary of         100,000               650,000
       Closing
       Thereafter                    none                  750,000
</TABLE>


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                                                                [EXECUTION COPY]

            (c) EXERCISE OF PRIOR WARRANTS Purchaser is the holder of Warrants
to purchase 273,214 shares of Common Stock at $3.50 per share and Warrants to
purchase 910,714 shares of Common Stock at $0.01 per share (the "WARRANTS"). At
the Closing, Purchaser shall exchange the Warrants with an exercise price of
$3.50 per share at no cost and the Warrants with an exercise price of $0.01 per
share at a purchase price of $9,107.14.

            SECTION 4.02. ADDITIONAL CONDITIONS TO CLOSING. The Purchaser's
obligation to purchase and pay for the Notes and the Shares to be sold to it at
the Closing is subject to the fulfillment to the Purchaser's satisfaction, prior
to or at the Closing, of the following conditions:

            (a) DELIVERY OF NOTE DOCUMENTS. The Purchaser shall have received on
or before the Closing Date all of the following, each duly executed and
acknowledged where appropriate and in form and substance satisfactory to the
Purchaser:

                  (i) this Agreement, together with all Schedules hereto which
shall be true, complete and correct as of the Closing Date, and the Notes;

                  (ii) the Shares and the Warrant Shares issued to the Purchaser
and the Registration Rights Agreement;

                  (iii) the Nominee Agreement Assignments;

                  (iv) the Intercreditor Agreement and the amendment to the
Existing Credit Agreement described in SECTION 5.01(T)(I);

                  (v) evidence of receipt of all required consents by the
stockholders of the Issuer to this Agreement and the transactions contemplated
hereby;

                  (vi) evidence that the Security Documents have been amended to
provide that the Collateral secures the Obligations and the "Obligations" under
the Existing Credit Agreement with the relative priorities established by the
Intercreditor Agreement;

                  (vii) the Segregated Account Agreement;

                  (viii) the Contribution Agreement;

                  (ix) such consents, if any, as are necessary from debt, equity
or warrant holders of the Parent, Issuer, or any Subsidiary to not cause (i) the
issuance of the Notes or the Shares to trigger any anti-dilution or preemptive
rights or (ii) to violate any provision of such instruments that would otherwise
prohibit such issuance; and

                  (x) the Post Closing Undertaking.

            (b) DELIVERY OF CORPORATE DOCUMENTS. On or before the Closing Date,
the Purchaser shall have received:


                                      -29-
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                                                                [EXECUTION COPY]

                  (i) an Officer's or General Partner's Certificate of each
Obligor, dated the Closing Date, certifying that the conditions specified in
SECTIONS 4.01, and 4.02 have been fulfilled; and

                  (ii) a certificate of the Secretary or Assistant Secretary of
each Obligor or Obligor's general partner, as applicable, certifying as to (a)
the resolutions of the Obligor's, or the Obligor's general partner's, boards of
directors authorizing the execution, delivery and performance of the Note
Documents to which the Obligor is a party; (b) the names, incumbency, and
signatures of the officers of the Obligor, or the Obligor's general partner,
authorized to execute, deliver and perform such documents, and (c) the accuracy
and currency of such Obligor's Governing Documents.

            (c) OPINIONS OF COUNSEL. The Purchaser shall have received favorable
legal opinions from counsel for the Obligors, covering the matters set forth in
EXHIBIT B and covering such other matters incident to the transactions
contemplated hereby as the Purchaser may reasonably request (and the Obligors
hereby instruct their counsel to deliver such opinion to the Purchaser).

            (d) NO MATERIAL ADVERSE CHANGE. No material adverse change shall
have occurred with respect to the business, operations, performance, assets,
properties, condition (financial or otherwise) or prospects of the Parent and
its Subsidiaries taken as a whole from July 31, 2000.

            (e) SECURITY AND OTHER DOCUMENTATION. On or prior to the Closing
Date the Purchaser shall have received fully executed copies of the Security
Documents and the Collateral Agent shall have received fully-executed originals
thereof together with such stock powers and other documents required to perfect
the security interests granted by the Security Documents.

            (f) PERFORMANCE OF MATERIAL AGREEMENTS; SECURITY INTERESTS IN
COLLATERAL. On or prior to the Closing Date, the Purchaser shall have received
evidence satisfactory to it that each Obligor has sufficient right, title and
interest in and to the Collateral and other assets which it purports to own
(including appropriate licenses and copyright), as set forth in its financial
statements and in other documents presented to the Purchaser to enable each such
Obligor to perform the Material Agreements, as set forth on SCHEDULE
5.01(D)(II), to which each Obligor is a party and as to each Obligor to grant to
the Purchaser the security interests contemplated by the Note Documents, and
that all financing statements, and other filings under applicable law necessary
to provide the Collateral Agent with a first priority perfected security
interest in the Collateral (except with respect to Permitted Liens for the
Senior Debt, in which case it shall be a second priority perfected security
interest) have been filed or delivered to the Purchaser in satisfactory form for
filing.

            (g) [Reserved].

            (h) LITIGATION. Except as disclosed on Schedule 4.02(h) hereof, no
litigation, inquiry, injunction or restraining order shall be pending, entered
or threatened which in the Purchaser's good faith judgment could reasonably be
expected to materially and adversely affect


                                      -30-
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                                                                [EXECUTION COPY]

(i) the assets, operations, business or condition (financial or otherwise) of
the Parent, the Issuer or its Subsidiaries as a whole, (ii) the ability of the
Obligors to perform their respective Obligations hereunder or (iii) the rights
and remedies of the Purchaser.

            (i) UCC SEARCHES. The Purchaser shall have received UCC searches
satisfactory to it indicating that no other filings (other than in connection
with Permitted Liens) with regard to the Collateral are of record in any
jurisdiction in which it shall be necessary or desirable for the Purchaser to
make a UCC filing in order to obtain a perfected security interest in the
Collateral.

            (j) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Obligors in the Note Documents shall be correct when made and
at the time of the Closing.

            (k) PERFORMANCE; NO DEFAULT. The Obligors shall have performed and
complied with all agreements and conditions contained in the Note Documents
required to be performed or complied with by it prior to or at the Closing and
after giving effect to the issue and sale of the Notes (and the application of
the proceeds thereof as contemplated by SECTION 5.01(S)) no Default or Event of
Default shall have occurred and be continuing.

            (l) NO LEGAL IMPEDIMENTS. No law, regulation, order, judgment or
decree of any Governmental Authority shall, and the Purchaser shall not have
received any notice that litigation is pending or threatened which is likely to,
enjoin, prohibit or restrain the consummation of the transactions evidenced by
the Note Documents.

            (m) DUE DILIGENCE. The Purchaser shall have completed to its
satisfaction its due diligence of the Obligors.

            (n) PAYMENT OF EXPENSES. The Issuer shall have paid to the Purchaser
on or before the Closing Date fees, charges and disbursements of the Purchaser
and the Purchaser's counsel to the extent reflected in statements of the
Purchaser and such counsel rendered to the Obligor at least one Business Day
prior to the Closing.

            (o) EMPLOYMENT AGREEMENT. The Issuer shall have extended Kenneth
Kessler's employment agreement to the earlier of June 15, 2004, or (ii) to such
time as the Notes are paid in full.

            (p) PLEDGE OF EQUITY INTERESTS. Parent shall have pledged all of the
Equity Interests of Issuer to the Collateral Agent pursuant to the applicable
Security Document.

            (q) SATISFACTORY COLLATERAL. The Purchaser shall be satisfied that
the Collateral Agent has received security interests in all Property and a
pledge of all the issued and outstanding stock of the Guarantors.

            (r) OTHER DOCUMENTS. The Purchaser shall have received such other
documentation as the Purchaser may reasonably request.


                                      -31-
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                                                                [EXECUTION COPY]

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

            SECTION 5.01. REPRESENTATION AND WARRANTIES OF THE OBLIGORS. Each of
the Obligors jointly and severally represents and warrants to the Purchaser as
follows:

            (a) ORGANIZATION; POWER AND AUTHORITY. Each Obligor is a corporation
or limited partnership duly organized, validly existing and in good standing
under the laws of its jurisdiction of formation, and is duly qualified as a
foreign entity and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. Each
Obligor has the power and authority to own or hold under lease the properties it
purports to own or hold under lease, to transact the business it transacts and
proposes to transact, to execute and deliver the Note Documents to which it is a
party and to perform the provisions thereof.

            (b) AUTHORIZATION, ETC. Each of the Note Documents has been duly
authorized by all necessary corporate action on the part of each Obligor which
is a party thereto, and such Note Documents constitute, and upon execution and
delivery thereof each Note will constitute, a legal, valid and binding
obligation of such Obligor enforceable against such Obligor in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).

            (c) DISCLOSURE. This Agreement, the other Note Documents, the
documents, certificates or other writings delivered to the Purchaser by or on
behalf of the Obligors in connection with the transactions contemplated hereby
and the financial statements described in SECTION 5.01(G), do not contain any
Material misstatement or Material omission except such as have been corrected in
writing and delivered to the Purchaser. Except as described in SCHEDULE 5.01(C),
since July 31, 2000, there has been no change in the financial condition,
operations, business, properties or prospects of any Obligor or any Subsidiary
except changes that individually or in the aggregate could not reasonably be
expected to have a Material Adverse Effect. There is no fact known to any
Obligor that could reasonably be expected to have a Material Adverse Effect that
has not been set forth herein or in the other documents, certificates and other
writings delivered to the Purchaser by or on behalf of such Obligor specifically
for use in connection with the transactions contemplated hereby.

            (d) DEFAULTS; AGREEMENTS.

                  (i) DEFAULTS. Except for such violations and defaults as would
not, individually or in the aggregate, have a Material Adverse Effect, neither
the Parent, Issuer nor any of the Subsidiaries is in violation of its charter or
by-laws or in default in the performance, observance or fulfillment of any
obligation, agreement or condition contained in any bond, debenture, note or any
other evidence of indebtedness or in any other agreement, indenture or
instrument Material to the Parent, Issuer and any


                                      -32-
<PAGE>

                                                                [EXECUTION COPY]

Subsidiary is a party or by which Parent, Issuer or any Subsidiary or their
respective property is bound. There exists no condition that constitutes or
would constitute a Default or Event of Default under any of the Note Documents.

                  (ii) Agreements. Schedule 5.01(d)(ii) is a true and complete
listing as of the date of this Agreement of all agreements, documents and
instruments Material to the Parent or any of its Subsidiaries (each, a "MATERIAL
AGREEMENT") which listing includes (i) all Indebtedness of Parent or any of its
Subsidiaries, including without limitation all credit agreements, indentures and
other agreements related to any Indebtedness for borrowed money of any of the
Obligors other than the Note Documents, (ii) all Material joint venture,
partnership or limited liability company agreements to which Parent or any of
its Subsidiaries is a party, and (iii) all guaranties and employment agreements
to which Parent or any of its Subsidiaries is a party. The Obligors have
delivered or made available to the Purchaser a true and complete copy of each
Material Agreement, including all exhibits and schedules thereto.

            (e) Permits; Licenses. Except as would not, individually or in the
aggregate, have a Material Adverse Effect, each of Issuer, Parent and each of
its Subsidiaries (a) has all permits, licenses, franchises and authorizations of
governmental or regulatory authorities ("PERMITS"), including, without
limitation, under any applicable laws regulating the conduct of the insurance
business or Environmental Laws, material to the ownership, leasing and operation
of its properties and the conduct of its business and (b) has fulfilled and
performed all of its material obligations with respect to such Permits and no
event has occurred that allows, or after notice or lapse of time would allow,
revocation or termination thereof or results or would result in any other
material impairment of the rights of the holder of any such Permit. Such Permits
contain no restrictions that are materially burdensome to Issuer, Parent or any
of its Subsidiaries. SCHEDULE 5.01(E) lists all Permits which are Material to
the Issuer, Parent and its Subsidiaries, and true and complete copies of all
such Permits have been made available to the Purchaser.

            (f) Ownership of Pledged Securities.

                  (i) Schedule 5.01(f)(i) contains (i) a diagram indicating the
corporate structure of the Parent, its Subsidiaries and any other Person which
the Parent or any of its Subsidiaries holds a direct or indirect partnership,
joint venture or other equity interest and indicates the nature of such interest
with respect to each Person included in such diagram; and (ii) accurately sets
forth (a) the correct legal name of such Person, the jurisdiction of its
organization and the jurisdiction in which it is qualified to transact business
as a foreign corporation or otherwise, (B) the authorized, issued and
outstanding shares or interests of each class of equity securities of the Parent
and each of its Subsidiaries and the ownership of such shares or interests and
(C) the Pledged Securities of each Obligor.

                  (ii) The Pledged Securities are owned by the Persons specified
on SCHEDULE 5.01(f)(ii). All of the Pledged Securities are duly authorized,
validly issued, fully paid and non-assessable, and are owned and held by the
Pledgors, free and clear of any liens, encumbrances, or security interests
whatsoever other than those created pursuant to this Agreement or applicable
securities laws. Except as set forth on SCHEDULE 5.01(f)(ii)(a), for the Issuer
and SCHEDULE 5.01(f)(ii)(b) for the other Obligors, there are no outstanding
registration


                                      -33-
<PAGE>

                                                                [EXECUTION COPY]

rights, rights of first refusal, anti-dilution rights, or rights, warrants,
options, or agreements to purchase or otherwise acquire any shares of the stock
or securities or obligations of any kind convertible into any shares of capital
stock, of any shares, of the Obligors or any. All rights, including those set
forth on SCHEDULE 5.01(f)(ii)(a) and SCHEDULE 5.01(f)(ii)(b), to adjust the
purchase price of any shares of stock, or the exercise price of any warrants,
options, or agreements to purchase or otherwise acquire any shares of the stock
or securities of the Obligors have been duly and validly waived. The
registration rights set forth on SCHEDULE 5.01(f)(ii)(a) and SCHEDULE
5.01(f)(ii)(b) do not conflict with or preempt any registration rights granted
to the Purchaser pursuant to the Note Documents. SCHEDULE 5.01(f)(ii)(c) lists
all options, warrants or other rights to acquire equity securities of any
Subsidiary of the Parent or Issuer that is not an Obligor, including the class
of securities to which such rights pertain, the exercise price, expiration date,
holders thereof and registration rights pertaining thereto. Except as set forth
on such schedule, SCHEDULE 5.01(f)(ii)(a) and SCHEDULE 5.01(f)(ii)(b) there are
no options, warrants or other rights, agreements, arrangements or commitments of
any character relating to the issued or unissued capital stock of the Issuer,
Parent or any of its Subsidiaries or obligating the Issuer, Parent or any of its
Subsidiaries to issue or sell any shares of capital stock of, or other equity
interests in, the Issuer, Parent or any of its Subsidiaries. True, correct and
complete copies of the forms of all options, warrants, rights, agreements,
arrangements or commitments identified in the schedule have been delivered to
Purchaser. Except as disclosed in such schedule, there are no obligations,
contingent or otherwise, of the Issuer, Parent or any of its Subsidiaries to
repurchase, redeem or otherwise acquire any shares of Issuer or Parent stock or
the capital stock of any Subsidiary or to provide funds to or make any
Investment (in the form of a loan, capital contribution, guaranty or otherwise)
in any such Subsidiary or any other entity.

            (g) Financial Statements. The Obligors have delivered to the
Purchaser copies of the final audited consolidated financial statements of the
Parent and its Subsidiaries for the Fiscal Year ending December 31, 1999 and
unaudited statements for the month ending July 31, 2000. All of said financial
statements (including in each case the related schedules and notes) fairly
present in all material respects the consolidated financial position of the
Parent and its Subsidiaries as of the respective dates specified in such
Schedule and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as set forth in the
notes thereto (subject, in the case of any interim financial statements, to
normal year-end adjustments).

            (h) Security Interest; Other Security. This Agreement and the other
Note Documents, when executed and delivered and, upon the purchase of the Notes
by the Purchaser, will create and grant to the Purchaser (upon (i) the filing of
the appropriate UCC-1 financing statements with the appropriate filing offices
designated by Issuer, and (ii) delivery of the Pledged Securities to the
Purchaser) a valid and perfected security interests in the Collateral and the
Pledged Securities in existence on the Closing Date as to which security
interests may be perfected by such filings or delivery, subject only to
Permitted Liens.

            (i) Places of Business. The chief executive office of each Obligor
is, on the Closing Date, as set forth on SCHEDULE 5.01(i) hereto, which offices
in the United States are the places where each Obligor is "located" for the
purpose of the UCC and the Uniform Commercial


                                      -34-
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                                                                [EXECUTION COPY]

Code in effect in any State in which any Obligor is so located. All of the
places where each Obligor keeps the records concerning the Collateral on the
date hereof or regularly keeps any goods included in the Collateral on the date
hereof are also listed on SCHEDULE 5.01(i) hereto.

            (j) COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC. The execution,
delivery and performance by each Obligor of the Note Documents to which it is a
party will not (i) contravene, result in any breach of, or constitute a default
under, or result in the creation of any Lien in respect of any property of such
Obligor under, any indenture, mortgage, deed of trust, loan, purchase or credit
agreement relating to the borrowing of money, any material lease or any other
agreement or instrument to which such Obligor is bound or by which such Obligor
or any of its properties may be bound or affected, (ii) conflict with or result
in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to such Obligor or (iii) violate any provision of any Requirement of
Law (including, without limitation, laws regulating the corporate practice of
medicine) applicable to such Obligor.

            (k) GOVERNMENTAL AUTHORIZATIONS, ETC. No consent, approval or
authorization of, or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or performance
by any Obligor of this Agreement or the Notes.

            (l) LITIGATION; OBSERVANCE OF AGREEMENTS, STATUTES AND ORDERS.

                  (i) Except as disclosed in SCHEDULE 4.02(h), there are no
actions, suits or proceedings pending or, to the knowledge of any Obligor,
threatened against or affecting such Obligor in any court or before any
arbitrator of any kind or before or by any Governmental Authority that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

                  (ii) None of the Obligors is in default under any term of any
agreement or instrument to which it is a party or by which it is bound, or any
order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority or is in violation of any applicable Requirement of Law (including
without limitation Environmental Laws) of any Governmental Authority, which
default or violation, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

            (m) TAXES. Each Obligor has filed all tax returns that are required
to have been filed in any jurisdiction, and have paid all taxes shown to be due
and payable on such returns and all other taxes and assessments levied upon them
or their properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent,
except for any taxes and assessments (i) the amount of which is not individually
or in the aggregate Material or (ii) the amount, applicability or validity of
which is currently being contested in good faith by appropriate proceedings and
with respect to which each Obligor, as the case may be, has established adequate
reserves in accordance with GAAP. No Obligor knows of no basis for any other tax
or assessment that could reasonably be expected to have a Material Adverse
Effect. The Federal income tax liabilities of each Obligor have been audited by
the Internal Revenue Service and paid for all Fiscal Years up to and including
the


                                      -35-
<PAGE>

                                                                [EXECUTION COPY]

Fiscal Year ended December 1995.

            (n) TITLE TO PROPERTY; LEASES. Each Obligor has good and marketable
title to its assets and properties that individually or in the aggregate are
Material, all of which are listed on SCHEDULE 5.01(n), in each case free and
clear of Liens (other than Liens permitted by this Agreement). All leases that
individually or in the aggregate are Material are valid and subsisting and are
in full force and effect in all material respects. No Obligor owns any real
property.

            (o) [RESERVED]

            (p) LICENSES, PERMITS, ETC. Each Obligor owns or possesses the right
to use all licenses, permits, franchises, authorizations, patents, copyrights,
service marks, trademarks and trade names, or rights thereto, that individually
or in the aggregate are Material, without known conflict with the rights of
others other than rights of licensors with respect to those items that are
subject to such licenses.

            (q) COMPLIANCE WITH ERISA.

                  (i) Each Obligor and each ERISA Affiliate have operated and
administered each Plan in compliance with all applicable laws except for such
instances of noncompliance as have not resulted in and could not reasonably be
expected to result in a Material Adverse Effect. No Obligor or any ERISA
Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the
penalty or excise tax provisions of the Code relating to employee benefit plans
(as defined in Section 3 of ERISA), and no event, transaction or condition has
occurred or exists that could reasonably be expected to result in the incurrence
of any such liability by any Obligor or any ERISA Affiliate, or in the
imposition of any Lien on any of the rights, properties or assets of any Obligor
or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to
such penalty or excise tax provisions or to Section 401(a)(29) or 412 of the
Code, other than such liabilities or Liens as would not be individually or in
the aggregate Material.

                  (ii) The present value of the aggregate benefit liabilities
under each of the Plans (other than Multiemployer Plans), determined as of the
end of such Plan's most recently ended plan year on the basis of the actuarial
assumptions specified for funding purposes in such Plan's most recent actuarial
valuation report, did not exceed the aggregate current value of the assets of
such Plan allocable to such benefit liabilities. The term "BENEFIT LIABILITIES"
has the meaning specified in Section 4001 of ERISA and the terms "CURRENT VALUE"
and "PRESENT VALUE" have the meaning specified in Section 3 of ERISA.

                  (iii) No Obligor or any ERISA Affiliates have incurred
withdrawal liabilities (and are not subject to contingent withdrawal
liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer
Plans that individually or in the aggregate are Material.

                  (iv) The expected post-retirement benefit obligation
(determined as of the last day of each Obligor's most recently ended Fiscal Year
in accordance with Financial Accounting Standards Board Statement No. 106,
without regard to liabilities attributable to continuation coverage mandated by
section 4980B of the Code) of each Obligor is not Material.


                                      -36-
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                                                                [EXECUTION COPY]

                  (v) The Obligors' execution and delivery of this Agreement and
the issuance and sale of the Notes hereunder will not involve any transaction
that is subject to the prohibitions of section 406 of ERISA or in connection
with which a tax could be imposed pursuant to section 4975(c)(1)(a)-(D) of the
Code.

            (r) PRIVATE OFFERING BY EACH OBLIGOR. None of the Obligors or anyone
acting on their behalf has offered the Securities for sale to, or solicited any
offer to buy any of the same from, or otherwise approached or negotiated in
respect thereof with, any person other than accredited investors (within the
meaning of Regulation D under the Securities Act). None of the Obligors or
anyone acting on its behalf has taken, or will take, any action that would
subject the initial issuance or sale of the Securities to the registration
requirements of Section 5 of the Securities Act.

            (s) [reserved]

            (t) EXISTING INDEBTEDNESS; CASH AVAILABILITY; FUTURE LIENS.

                  (i) SCHEDULE 5.01(t)(i) sets forth a complete and correct list
of all outstanding Indebtedness of each Obligor as of the Closing Date. As of
the Closing Date, the outstanding principal amount of the Indebtedness of all
Obligors owed to third parties is not in excess of $14,661,552 and the
outstanding principal amount of all intercompany Indebtedness of all Obligors is
not in excess of $384,113. In addition, as of the Closing Date, the Parent and
its Subsidiaries have cash on hand equal to the Minimum Reserve, and the Senior
Debt has been amended to (i) permit the transactions contemplated herein and in
the Note Documents, (ii) revise the amortization for term loans and the
prepayment requirements of the Senior Debt, (iii) reduce the revolving credit
commitment to $3,6000,000, (iv) eliminate the acquisition loan commitment and
convert all outstanding acquisition loans to term loans, (v) revise certain
financial covenants, (vi) conform certain provisions in accordance with the
Intercreditor Agreement, and (vii) waive all existing defaults and events of
defaults under the Senior Debt Documents. None of the Obligors is in default in
the payment of any principal or interest on any Indebtedness of such Obligor and
no event or condition exists with respect to any Indebtedness of such Obligor
that would permit (or that with notice or the lapse of time, or both, would
permit) one or more Persons to cause such Indebtedness to become due and payable
before its stated maturity or before its regularly scheduled dates of payment.

                  (ii) Except as disclosed in SCHEDULE 1.01(b), none of the
Obligors has agreed or consented to cause or permit in the future (upon the
happening of a contingency or otherwise) any of its property, whether now owned
or hereafter acquired, to be subject to a Lien other than a Permitted Lien.

            (u) FOREIGN ASSETS CONTROL REGULATIONS, ETC. Neither the sale of the
Notes by the Issuer hereunder nor their use of the proceeds thereof will violate
the Trading with the Enemy Act, as amended, or any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating
thereto.


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                                                                [EXECUTION COPY]

            (v) STATUS UNDER CERTAIN STATUTES. None of the Obligors is subject
to regulation under the Investment Company Act of 1940, as amended, the Public
Utility Holding Company Act of 1935, as amended, the Interstate Commerce Act, as
amended, or the Federal Power Act, as amended.

            (w) ENVIRONMENTAL MATTERS. None of the Obligors has knowledge of any
claim or has received any notice of any claim, and no proceeding has been
instituted raising any claim against such Obligor or any of their respective
real properties now or formerly owned, leased or operated by any of them or
other assets, alleging any damage to the environment or violation of any
Environmental Laws, except, in each case, such as could not reasonably be
expected to result in a Material Adverse Effect. Except as otherwise disclosed
to the Purchaser in writing,

                  (i) none of the Obligors has knowledge of any facts which
would give rise to any claim, public or private, of violation of Environmental
Laws or damage to the environment emanating from, occurring on or in any way
related to real properties now or formerly owned, leased or operated by any of
them or to other assets or their use, except, in each case, such as could not
reasonably be expected to result in a Material Adverse Effect; and

                  (ii) all buildings on all real properties now owned, leased or
operated by each Obligor is in compliance with applicable Environmental Laws,
except where failure to comply could not reasonably be expected to result in a
Material Adverse Effect.

            (x) LABOR MATTERS. There is (a) no unfair labor practice complaint
pending against any Obligor or, to the best knowledge of such Obligor,
threatened against it, before the National Labor Relations Board or any state or
local labor relations board, and no grievance or arbitration proceeding arising
out of or under any collective bargaining agreement is so pending against such
Obligor or, to the best knowledge of such Obligor, threatened against it and (b)
no strike, labor dispute, slowdown or stoppage pending against any Obligor or,
to the best knowledge of such Obligor, threatened against it, except for such
actions specified in clause (a) or (b) above which, singly or in the aggregate,
will have or could reasonably be expected to have a Material Adverse Effect.

            (y) CERTIFICATE OF INCORPORATION AND BYLAWS. The Parent, the Issuer
and each Subsidiary Guarantor have heretofore furnished to Purchaser a complete
and correct copy of their Certificate of Incorporation and Bylaws as most
recently restated and subsequently amended to date. Such Certificates of
Incorporation and Bylaws are in full force and effect. The Issuer is not in
violation of any of the provisions of its Certificate of Incorporation or
Bylaws.

            (z) CAPITALIZATION.

                  (i) The authorized capital stock of the Issuer consists of
50,327,051 shares of Common Stock.

                  (ii) The authorized capital stock of the Parent consists of
(i) 37,500,000 shares of Class A Common Stock and 2,000,000 shares of Class B
Common Stock, (ii) 8,227,050 shares of Series I Convertible Preferred Stock, and
(iii) 2,600,000 shares of Series II Preferred Stock. As of the Closing Date, (i)
11,591,090 shares of Common Stock were issued


                                      -38-
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                                                                [EXECUTION COPY]

and outstanding, all of which are validly issued, fully paid and nonassessable,
and no shares of Common Stock were held in treasury, (ii) no shares of Common
Stock were held by Subsidiaries of the Parent, and (iii) approximately 6,794,774
shares of Common Stock were reserved for future issuance pursuant to outstanding
stock options or warrants. As of the Closing Date, 7,067,514 shares of Series I
Convertible Preferred Stock were issued and outstanding, all of which are
validly issued, fully paid and nonassessable, and no shares of Series I
Convertible Preferred Stock were held in treasury. As of the Closing Date,
2,500,886 shares of Series II Convertible Preferred Stock were issued and
outstanding, all of which are validly issued, fully paid and nonassessable, and
no shares of Series II Convertible Preferred Stock were held in treasury. No
material change in the capitalization of the Parent has occurred between the
Closing Date and the date hereof.

                  (iii) The Shares and the Warrant Shares, when issued, will be
validly issued, fully-paid and non-assessable.

            (aa) SOLVENCY. After giving effect to the transactions contemplated
by the Note Documents, (a) the fair market value of the assets of all of the
Obligors in the aggregate, is in excess of the total amount of the liabilities
of all of the Obligors, in the aggregate (including, without limitation,
contingent liabilities); (b) the present fair saleable value of the assets of
all of the Obligors in the aggregate is greater than its probable liability on
all of the Obligors existing debts as such debts become absolute and matured;
(c) each Obligor is then able and expects to be able to pay its debts
(including, without limitation, contingent debts and other commitments) as they
mature; and (d) each Obligor has capital sufficient to carry on its business as
conducted and as proposed to be conducted.

            (bb) PROJECTIONS. The financial projections delivered to the Initial
Purchaser were prepared in good faith by the Obligors based upon reasonable
assumptions, and the Obligors acknowledge that the Purchaser is relying on such
projections in deciding to enter into this Agreement.

            SECTION 5.02. REPRESENTATIONS OF THE PURCHASER. The Purchaser
represents and warrants to the Issuer as follows:

            (a) NO REGISTRATION. The Securities are not registered under the
Securities Act or any state securities laws; it understands that the offering
and sale of the Securities are intended to be exempt from registration under the
Securities Act, by virtue of Section 4(2) and the provisions of Regulation D
promulgated thereunder, based, in part, upon the representations, warrantees and
agreements contained in this Agreement; and the Purchaser understands that the
Securities will bear a legend to that effect.

            (b) ACCREDITED INVESTOR. With respect to the transaction evidenced
by this Agreement and the Securities, the Purchaser is an accredited investor
within the meaning of Regulation D under the Securities Act, and it has such
knowledge and experience in financial, tax and business matters so as to enable
it to utilize the information provided to it and other sources of information
(including this Agreement) to evaluate the merits and risks of an Investment in
the Securities and to make an informed investment decision with respect thereto.


                                      -39-
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                                                                [EXECUTION COPY]

            (c) PURCHASE FOR INVESTMENT; LEGEND. The Purchaser is acquiring the
Securities solely for its own account for investment and not with a view to
resale or distribution. The Purchaser acknowledges that a restrictive legend
substantially in the form set forth in SECTION 2.03 will be placed on the
security.

            (d) AUTHORIZATION, ETC. This Agreement and the Registration Rights
Agreement and the other agreements referenced herein to which Purchaser is a
party have been duly authorized, executed and delivered by the Purchaser.

            (e) ERISA MATTERS. In connection with its purchase of the Notes and
the Shares, none of the funds being used by the Purchaser to purchase the Notes
and the Shares include "plan assets" as such term is defined in ERISA.

                                   ARTICLE VI.
                       REPORTING AND AFFIRMATIVE COVENANTS

            Each Obligor covenants that so long as any of the Notes are
outstanding:

            SECTION 6.01. FINANCIAL AND BUSINESS INFORMATION. The Obligors shall
deliver to each Holder of Notes:

            (a) ANNUAL STATEMENTS. Within 90 days after the end of each Fiscal
Year of the Parent, duplicate copies of:

                  (i) a consolidated balance sheet of the Parent and its
Subsidiaries, as at the end of such year; and

                  (ii) consolidated statements of income, changes in
shareholders' equity and cash flows of the Parent and its Subsidiaries, for such
year, setting forth in each case in comparative form the figures for the
previous Fiscal Year, all in reasonable detail, prepared in accordance with
GAAP, and accompanied by an unqualified opinion thereon of independent certified
public accountants of recognized national standing, which opinion shall state
that such financial statements present fairly, in all material respects, the
financial position of the companies being reported upon and their results of
operations and cash flows and have been prepared in conformity with GAAP, and
that the examination of such accountants in connection with such financial
statements has been made in accordance with generally accepted auditing
standards, and that such audit provides a reasonable basis for such opinion in
the circumstances;

            (b) MONTHLY STATEMENTS AND REPORTS. Within 30 days after the end of
each calendar month, the following financial statements and reports: (i) income
statements, monthly and year to date including variance to budget, (ii) balance
sheet, monthly and year to date including variance to budget, (iii) cash flow
statements, monthly and year to date including variance to budget; (iv) a
certificate executed by a Senior Financial Officer of the Parent demonstrating
compliance with the financial covenants set forth in SECTIONS 7.14 and 7.15 in
form and substance reasonably satisfactory to the Holder, (v) a utilization
report with respect to each contract, and (vi) a contract profitability report
specifying contract profitably on a monthly


                                      -40-
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                                                                [EXECUTION COPY]

and year to date basis down to EBITDA levels.

            (c) BUDGET.

                  (i) ANNUAL. As soon as practicable and in any event 30 days
prior to Fiscal Year end for the following Fiscal Year, a plan, operating budget
and financial forecast for the next succeeding Fiscal Year of the Parent,
including, without limitation, (i) a forecasted consolidated and consolidating
balance sheet and statement of income of the Parent and its Subsidiaries and a
consolidated and consolidating statement of cash flows of the Parent for such
Fiscal Year, (ii) a consolidated and consolidating forecasted statement of
income and a balance sheet of the Parent and its Subsidiaries and a consolidated
and consolidating statements of cash flows of the Parent and its Subsidiaries
for each fiscal quarter of such Fiscal Year, and (iii) the amount of forecasted
capital expenditures for such Fiscal Year of the Parent and its Subsidiaries
(except that consolidating financial information will be delivered only to the
extent and in the form customarily prepared and available to the Parent). The
budgets shall include projected enrollment data, revenues, claims expense,
direct expenses, selling, general and administrative expenses and EBITDA data
and such other data as Purchaser may request setting forth the breakdown between
the business units of the Parent, in a format similar to the monthly, quarterly
and annual Data Reports provided to the Purchaser hereunder.

                  (ii) QUARTERLY. As soon as practicable and in any event within
30 days after the end of each quarterly fiscal period in each Fiscal Year of the
Parent, the Parent shall prepare and deliver income statements including
variance to budget along with written explanations of variances to budget,
substantially in the form of such comparisons that the Parent provides to its
board of directors.

            (d) PUBLIC COMPANY REPORTS. Should the Parent become obligated to
file rts with the Commission,

                  (i) copies of the Parent's Quarterly Report on Form 10-Q
prepared in compliance with the requirements therefor and filed with the
Commission; and

                  (ii) the delivery of the Parent's Annual Report on Form 10-K
for such Fiscal Year (together with the Parent's annual report to shareholders,
if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in
accordance with the requirements therefor and filed with the Commission,
together with the accountant's certificate described in clause (B) of SECTION
6.01(a), shall be deemed to satisfy the requirements of SECTION 6.01(a).

            (e) SEC AND OTHER REPORTS. Promptly upon their becoming available,
each financial statement, report, notice or proxy statement sent by any Obligor
to public securities Holders generally, and each regular or periodic report,
each registration statement (without exhibits except as expressly requested by
such Holder), and each prospectus and all amendments thereto filed by such
Obligor with the Commission and of all press releases and other statements made
available generally by such Obligor to the public concerning developments that
are Material.

            (f) NOTICE OF CERTAIN EVENTS. Promptly, and in any event within five
Business


                                      -41-
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                                                                [EXECUTION COPY]

Days after any officer of any Obligor obtaining knowledge of any of the
following events or conditions, Issuer shall deliver copies of all notices given
or received by Parent, Issuer or any Subsidiary with respect to any such event
or condition and a certificate of Parent's chief executive officer specifying
the nature and period of existence of such event or condition and what action
Parent, Issuer, or any of Subsidiary has taken, is taking and proposes to take
with respect thereto: (i) any condition or event that constitutes an Event of
Default or Default, or which could reasonably be expected to result in the
occurrence of an Event of Default; (ii) any notice that any Person has given to
Parent, Issuer or any of its Subsidiaries or any other action taken with respect
to a claimed default or event or condition of the type referred to in SECTION
8.01(g); (iii) any event or condition that could reasonably be expected to
result in any Material Adverse Effect; (iv) any default or event of default
under any Material Agreement; (v) any default or event of default with respect
to any Indebtedness of Parent or any of its Subsidiaries, including the Senior
Debt; or (vi) any unscheduled payment of principal on any Senior Debt, and a
statement as to the outstanding principal balance thereof after such payment.

            (g) NOTICES FROM GOVERNMENTAL AUTHORITY. Promptly, and in any event
within 30 days of receipt thereof, copies of any notice to any Obligor from any
Federal or state Governmental Authority relating to any order, ruling, statute
or other law or regulation that could reasonably be expected to have a Material
Adverse Effect;

            (h) REQUESTED INFORMATION. From time to time, with reasonable
promptness, such additional financial statements and information with respect to
the financial condition of the Parent and its Subsidiaries as Purchaser may
reasonably request, including, without limitation and without further request,
(i) any financial statements or reports (including comment letters to
management) furnished to the Parent or its Subsidiaries by its independent
certified public accountants, (ii) to the extent not already furnished pursuant
to this Agreement, all financial statements, certificates, reports and other
information furnished by the Parent and its Subsidiaries to any bank pursuant to
any agreement, and (iii) all significant press releases issued by or on behalf
of the Parent or its Subsidiaries. Finally, the Issuer shall provide such
information concerning the operations of the Parent and its Subsidiaries as
Purchaser may from time to time reasonably request in writing, and upon
reasonable advance notice permit representatives of Purchaser (i) such access
during normal business hours (and in a manner which will not be disruptive to
the business and operations of the Parent) to the properties, books and records
of the Parent and its Subsidiaries, and (ii) to discuss the affairs, accounts
and finances of the Parent and its Subsidiaries with the financial and
management personnel of the Parent and its Subsidiaries and with their
independent certified public accountants (and the Parent authorizes such
independent public accountants to discuss the Parent's or any Subsidiaries'
financial matters with the Purchaser and their representatives); provided,
however, that the Issuer shall not be obligated to provide access to any
information that it reasonably considers to be a trade secret or similar
confidential information unless Purchaser provides assurances in writing that it
will maintain the confidentiality of the information. Purchaser will consult
with the Issuer regarding the strategy and logistics of their visits and
inspections in order to minimize the costs of, and descriptions arising from,
such visits and inspections. All such information shall be treated by Purchaser
as confidential.

            (i) BOARD OBSERVATION RIGHTS. For so long as the Notes are
outstanding, the


                                      -42-
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                                                                [EXECUTION COPY]

Holders shall have the right to request and shall receive copies of all Board
information packages, notices of meetings, and other material provided to the
members of the Board of Directors of the Parent and/or the Issuer, and shall
have a right to have a representative designated by a majority of the Holders of
the Notes present at all meetings of the Parent's and Issuer's Boards of
Directors.

            (j) EXCESS CASH FLOW ADJUSTMENT DATE. Within 5 Business Days after
the Parent and its Consolidated Subsidiaries have achieved a Current Ratio of
1.1 to 1, an Officer's Certificate certifying as to such Current Ratio and as to
the date on which such ratio was achieved.

            (k) TERMINATION OF SENIOR DEBT. Notification that the Senior Debt
Termination Date has occurred, within 5 days thereof.

            SECTION 6.02. OFFICER'S CERTIFICATE. The financial statements
delivered to a Holder of Notes pursuant to SECTION 6.01(a) hereof shall be
accompanied by a certificate of a Senior Financial Officer of each Obligor
setting forth:

            (a) COVENANT COMPLIANCE. The information (including detailed
calculations) required in order to establish whether the Obligors were in
compliance with the requirements of SECTION 7.14 and SECTION 7.15, inclusive,
during the quarterly or annual period covered by the statements then being
furnished (including with respect to each such Section, where applicable, the
calculations of the maximum or minimum amount, ratio or percentage, as the case
may be, permissible under the terms of such Sections, and the calculation of the
amount, ratio or percentage then in existence); and

            (b) EVENT OF DEFAULT. A statement that such officer has reviewed the
relevant terms hereof and has made, or caused to be made, under his or her
supervision, a review of the transactions and conditions of Obligors from the
beginning of the quarterly or annual period covered by the statements then being
furnished to the date of the certificate and that such review shall not have
disclosed the existence during such period of any condition or event that
constitutes a Default or an Event of Default or, if any such condition or event
existed or exists (including, without limitation, any such event or condition
resulting from the failure of any Obligor to comply with any Environmental Law),
specifying the nature and period of existence thereof and what action such
Obligor shall have taken or proposes to take with respect thereto.

            SECTION 6.03. INSPECTION. Each Obligor shall permit the
representatives of each Holder:

            (a) NO DEFAULT. If no Default or Event of Default then exists, at
the expense of the applicable Holder and upon reasonable prior notice to such
Obligor, to visit the principal executive office of the Parent, to discuss the
affairs, finances and accounts of the Parent and its Subsidiaries with the
officers of the Parent and, if resident in such office, the officers of its
Subsidiaries, and (with the consent of the Parent, which consent will not be
unreasonably withheld) its independent public accountants, all at such
reasonable times and as often as may be reasonably requested; and


                                      -43-
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                                                                [EXECUTION COPY]

            (b) DEFAULT. If a Default or Event of Default then exists, at the
expense of the applicable Obligor to visit and inspect any of the offices or
Properties of such Obligor, to examine all their respective books of account,
records, reports and other papers, to make copies and extracts therefrom, and to
discuss their respective affairs, finances and accounts with their respective
officers and independent public accountants (and by this provision each Obligor
authorizes said accountants to discuss the affairs, finances and accounts of
such Obligor), all at such times and as often as may be requested.

            SECTION 6.04. COMPLIANCE WITH LAW. Each Obligor will comply with all
Requirements of Law to which each of them is subject, including, without
limitation, Environmental Laws, and will obtain and maintain in effect all
licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of its properties or to the conduct of
its business, in each case to the extent necessary to ensure that non-compliance
with such Requirements of Law or failures to obtain or maintain in effect such
licenses, certificates, permits, franchises and other governmental
authorizations could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

            SECTION 6.05. INSURANCE.

            (a) Keep its assets which are of an insurable character insured (to
the extent and for the time periods consistent with normal industry practices)
by financially sound and reputable insurers against loss or damage by fire,
explosion, theft or other hazards which are included under extended coverage in
amounts not less than the insurable value of the property insured or such lesser
amounts, and with such self-insured retention or deductible levels, as are
consistent with normal industry practices;

            (b) Maintain with financially sound and reputable insurers,
insurance against other hazards and risks and liability to Persons and property
to the extent and in the manner customary for companies in similar businesses;

            (c) Upon the request of any Holder, will render to such Holder a
statement of insurance in such detail as such Holder may reasonably request as
to all such insurance coverage.

            (d) The Parent or the Issuer will maintain a term life insurance
policy in form and substance and issued by a life insurance company, in each
case acceptable to the Holders in their sole good faith discretion, with respect
to Dr. Kenneth A. Kessler, or his successor in the capacity of President and
Chief Executive Officer of the Issuer, in the amount of $5,000,000 (the
"KEY-PERSON LIFE INSURANCE POLICY"). Any proceeds payable to any Obligor under
the Key-Person Life Insurance Policy shall be paid to the Holders in accordance
with SECTION 2.06(c) hereof.

            SECTION 6.06. MAINTENANCE OF PROPERTIES. Each Obligor will maintain
and keep, or cause to be maintained and kept, their respective properties in
normal working order and condition (other than ordinary wear and tear) such
that, in the reasonable judgment of such Obligor, the business carried on in
connection therewith may be properly conducted at all times, PROVIDED that this
Section shall not prevent such Obligor from discontinuing the operation and


                                      -44-
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                                                                [EXECUTION COPY]

the maintenance of any of its properties if such discontinuance is desirable in
the conduct of its business and such Obligor has concluded that such
discontinuance could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

            SECTION 6.07. PAYMENT OF TAXES AND CLAIMS. Each Obligor will and
will cause each of its Subsidiaries to file all tax returns required to be filed
in any jurisdiction and to pay and discharge all taxes shown to be due and
payable on such returns and all other taxes, assessments, governmental charges,
or levies imposed on them or any of their properties, assets, income or
franchises, to the extent such taxes and assessments have become due and payable
and before they have become delinquent and all claims for which sums have become
due and payable that have or might become a Lien on properties or assets of any
Obligor, PROVIDED that none of the Obligors need pay any such tax or assessment
or claims if the amount, applicability or validity thereof is contested by such
Obligor on a timely basis in good faith and in appropriate proceedings, and such
Obligor has established adequate reserves therefor in accordance with GAAP on
the books of such Obligor or the nonpayment of all such taxes and assessments in
the aggregate could not reasonably be expected to have a Material Adverse
Effect.

            SECTION 6.08. CORPORATE EXISTENCE, ETC. Each Obligor will at all
times preserve and keep in full force and effect its corporate existence.
Subject to SECTION 7.02 each Obligor will at all times preserve and keep in full
force and effect the corporate existence and all rights and franchises of such
Obligor unless, in the good faith judgment of such Obligor, the termination of
or failure to preserve and keep in full force and effect such corporate
existence, right or franchise could not, individually or in the aggregate, have
a Material Adverse Effect. The Obligors shall not amend their Governing
Documents in a manner which would have a Material Adverse Effect on the Holders.

            SECTION 6.09. MAINTENANCE OF BOOKS AND RECORDS. Each Obligor will
make and keep books, records and accounts in which full, true and correct
entries in accordance with GAAP and all Requirements of Law are made of all
dealings and transactions in relation to its business and activities.

            SECTION 6.10. MAINTENANCE OF LINES OF BUSINESS. Each Obligor will,
and will cause its Subsidiaries to, devote substantially all of their respective
time to, and deploy substantially all of their respective Material assets owned
or used by such Obligor or Subsidiary in, the Lines of Business as conducted by
the Obligors on the date of this Agreement and businesses reasonably related
thereto.

            SECTION 6.11. PRIVATE PLACEMENT NUMBERS. At the request of any
Holder, the Issuer shall assist such Holder in obtaining a Private Placement
number issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the
Securities Valuation Office of the National Association of Insurance
Commissioners) for the Notes.

            SECTION 6.12. LIENS. The Obligors shall defend the Collateral
against any and all Liens howsoever arising, other than Permitted Liens, and in
any event defend against any attempted foreclosure.


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                                                                [EXECUTION COPY]

            SECTION 6.13. RULE 144. In order to permit the holders of Notes,
Shares and the Warrant Shares to sell the same, if they so desire, pursuant to
Rule 144 promulgated by the Commission (or any successors to such rules), the
Issuer and the Parent will, at such time as any of the Common Stock becomes
registered for sale by the Parent under the 1933 Act, comply with all rules and
regulations of the Commission applicable in connection with the use of Rule 144
(or any successors thereto), including the timely filing of all reports with the
Commission and the provision of any information regarding the Parent in order to
enable such holders, if they so elect, to utilize Rule 144, and the Parent will
cause any restrictive legends to be removed and any transfer restrictions to be
rescinded with respect to any sale of Notes, Shares and Warrant Shares which is
exempt from registration under the 1933 Act pursuant to Rule 144. Upon the
request of any Holder of Notes, Shares and Warrant Shares, the Parent will
deliver to such holder a written statement verifying that it has complied with
such requirement.

            SECTION 6.14. USE OF PROCEEDS; MARGIN REGULATIONS. The Obligors will
apply the proceeds of the sale of the Notes to pay costs and expenses incurred
by the Obligors in connection with the Note Documents and for working capital
and to repay a loan to the Issuer by Kenneth Kessler in the principal amount of
$750,000. The proceeds may not be used to pay Senior Debt. No part of the
proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for the purpose of buying or carrying any margin stock within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System
(12 CFR 207), or for the purpose of buying or carrying or trading in any
securities under such circumstances as to involve each Obligor in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220). As used in this Section,
the terms "MARGIN STOCK" and "PURPOSE OF BUYING OR CARRYING" shall have the
meanings assigned to them in said Regulation U.

            SECTION 6.15. FURTHER ASSURANCES; SECURITY INTERESTS.

            (a) Upon the request of the Purchaser, the Obligors shall duly
execute and deliver, or cause to be duly executed and delivered, at the cost and
expense of the Obligors, such further instruments as may be appropriate in the
reasonable judgment of the Purchaser to carry out the provisions and purposes of
this Agreement and the other Note Documents.

            (b) Upon the request of the Purchaser, the Obligors shall promptly
execute and deliver, or cause to be duly executed and delivered, at the cost and
expense of the Obligors, such further instruments as may be appropriate in the
reasonable judgment of the Purchaser to provide the Collateral Agent, on behalf
of Purchasers, a perfected Lien in the Collateral (subject to the prior lien of
the Senior Debt) and any and all documents (including without limitation, the
execution, amendment or supplementation of any financing statement and
continuation statement or other statement) for filing under the provisions of
the UCC and the rules and regulations thereunder, or any other statute, rule or
regulation of any applicable foreign, federal, state or local jurisdiction, and
perform or cause to be performed such other ministerial acts which are
necessary, from time to time, in order to grant and maintain in favor of the
Collateral Agent, on behalf of Purchasers, the security interest in the
Collateral contemplated hereunder and under the other Note Documents.


                                      -46-
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                                                                [EXECUTION COPY]

            (c) The Obligors shall promptly undertake to deliver or cause to be
delivered to the Purchaser from time to time such other documentation, consents,
bank acknowledgments, partnership acknowledgments and consents, authorizations
and approvals in form and substance reasonably satisfactory to the Purchaser, as
the Purchaser shall deem reasonably necessary or advisable to perfect or
maintain the Liens of the Collateral Agent, on behalf of Purchasers.

            SECTION 6.16. PREPAYMENT OF SENIOR DEBT. Notwithstanding the
prepayment requirements under the Senior Debt Documents, or any waiver by the
Senior Lender of any of its rights with respect to any prepayment of the Senior
Debt:

            (a) The Obligors shall apply any and all Extraordinary Cash Proceeds
to the permanent reduction of the outstanding principal amount of the Senior
Debt under any term loan, and thereafter in the case of any Senior Debt under
any revolving credit facility, a reduction in any outstanding amount under such
revolving credit facility;

            (b) The Obligors shall apply the percentage of Excess Cash Flow as
required in SECTION 2.06 (b)(iii) AND (iv) to the permanent reduction of the
outstanding principal amount of the Senior Debt under any term loan, and
thereafter in the case of any Senior Debt under any revolving credit facility, a
reduction in any outstanding amount under such revolving credit facility in
accordance with SECTION 2.06(b)(iii) AND (iv); and

            (c) In the event that the application of payments pursuant to
SECTION 6.16(a) and/or SECTION 6.16(b) results in the occurrence of the Senior
Debt Termination Date the Obligors shall apply any and all Extraordinary
Proceeds to the prepayment of the Notes pursuant to SECTION 2.06(a) and/or any
additional Excess Cash Flow to the prepayment of the Notes in accordance with
SECTION 2.06(b)(i) AND (ii) prior to any Permitted Refinancing of the Senior
Debt.

            SECTION 6.17. RIGHT TO PROVIDE FINANCING. For so long as the Notes
are outstanding, and subject to the restrictions contained herein, the Issuer
and Parent shall provide to the Initial Purchaser (and not to any assignee or
transferee of the Notes other than Affiliates or Affiliated Investors) a right
of first refusal to provide: (i) any debt financing for the Issuer or its
Subsidiaries (other than the following categories of financings to which this
SECTION 6.17 shall not apply: sale/leaseback and lease financings; or purchase
money financing and capital lease financing of equipment or fixed assets from
the sellers thereof); or (ii) private equity financings of any sort for the
Parent or any of its Subsidiaries, but only in an amount equal to such equity as
is necessary to maintain the Holders' fully diluted equity ownership percentage
at the same level as at the Closing or (iii) any refinancing of the Senior Debt
or any financing that would be senior to, or PARI PASSU with, the Senior Debt
(collectively a "FINANCING"). If the Issuer or Parent desires in good faith to
engage in a Financing, the Issuer shall first notify the Initial Purchaser and
in good faith negotiate with them the terms of the Financing desired. If the
parties are unable to negotiate mutually acceptable terms in a reasonable amount
of time given the needs of the Issuer, the Issuer may seek a bona fide Financing
proposal from a third party and upon receiving the same shall deliver a written
notice thereof to the Initial Purchaser (the "NOTICE"). The Notice shall contain
a description of the proposed Financing and all of the terms thereof and the
parties thereto, including the proposed closing arrangements. The Notice shall
be


                                      -47-
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                                                                [EXECUTION COPY]

accompanied by a copy of the bona fide third party offer for the Financing. If
the financing proposal in the Notice is not more favorable to Issuer and Parent,
during the period ending 15 Business Days after the Notice is delivered to the
Initial Purchaser, the Initial Purchaser may, by written notice to the Issuer
and Parent, agree to provide the Financing on the terms described in the Notice.
In the event that the Initial Purchaser does not agree to provide the Financing,
the Issuer or Parent shall have the right to accept the third party Financing on
the terms (such as interest, maturity date, dividend rate, redemption date,
etc.) described in the Notice (or terms more favorable to the Issuer), but shall
not have the right to accept Financing on any terms less favorable than those
provided in the Notice without providing the Initial Purchaser another
opportunity to provide the same as set forth herein.

            SECTION 6.18. HAZARDOUS MATERIALS; REMEDIATION. The Issuer will (i)
promptly give notice to the Holders in writing of any complaint, order,
citation, notice or other written communication from any Person with respect to,
or if any Obligor becomes aware of, (x) the existence or alleged existence of a
violation of any applicable Environmental Law or the incurrence of any
liability, obligation, loss, damage, cost, expense, fine, penalty or sanction or
the requirement to commence any remedial action resulting from or in connection
with any air emission, water discharge, noise emission, Hazardous Material or
any other environmental, health or safety matter at, upon, under or within any
of the properties now or previously owned, leased or operated by any Obligor, or
due to the operations or activities of any Obligor or any other Person on or in
connection with any such property or any part thereof, or (y) any release on any
of such properties of Hazardous Materials in a quantity that is reportable under
any applicable Environmental Law; (ii) promptly comply, subject to Permitted
Contests, with any governmental requirements requiring the removal, treatment or
disposal of such Hazardous Materials or Hazardous Materials Contamination and
provide evidence satisfactory to the Required Holders of such compliance; and
(iii) provide the Holders, within 30 days after demand therefor by the Required
Holders, with a bond, letter of credit or similar financial assurance evidencing
to the satisfaction of the Required Holders that sufficient funds are available
to pay the cost of removing, treating and disposing of such Hazardous Materials
or Hazardous Materials Contamination and discharging any assessment which may be
established on any such property as a result thereof where the projected cost
thereof exceeds $100,000.

            SECTION 6.19. BOARD MEETINGS. The Issuer and the Parent will notify
the Holders of all meetings and actions by written consent of the board of
directors of the Parent and each committee thereof at the same time and in the
same manner as notice of any meetings of such board or committee is required to
be given to its directors who do not waive such notice (or, if such action
requires no notice, then 10 days written notice thereof describing the matters
upon which action is to be taken). All meetings of the board of directors of the
Issuer or each committee thereof shall be held on the same day and in the same
location as the analogous meeting of the board of directors of the Parent or
relevant committee thereof, as the case may be. The Holders shall have the right
to send two representatives selected by them to each such meeting, who shall be
permitted to attend such meeting and any adjournments thereof (other than any
portion of such meeting devoted to discussion of the Holders solely in their
respective capacities as holders of the Notes).

            SECTION 6.20. ENFORCEMENT OF COVENANTS NOT TO COMPETE AND MATERIAL


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                                                                [EXECUTION COPY]

CONTRACTS. Each Obligor shall preserve, protect and defend, to the extent
permitted by applicable law, all of its rights, if any, with respect to any
covenant not to compete and other material provisions contained in any of the
material contracts of such Person or contained in any employment agreement with
any employee whose annual salary and other compensation payable by any Obligor
is $50,000 or more.

            SECTION 6.21. LANDLORD AND WAREHOUSEMAN WAIVERS. The Issuer shall
use its best efforts to deliver to the Collateral Agent waivers of contractual
and statutory landlord's, mortgagee's and warehouseman's Liens in form and
substance satisfactory to the Collateral Agent under each existing lease,
warehouse agreement or similar agreement to which any Obligor is a party;
provided that such waivers will in any event be incorporated when the existing
lease, warehouse agreement or similar agreement is amended, renewed or extended
and the Obligors will obtain waivers of both contractual and statutory
landlord's, mortgagee's and warehouseman's Liens in form and substance
satisfactory to the Collateral Agent in connection with each new lease,
warehouse agreement or similar agreement entered into by any Obligor.

            SECTION 6.22. MORTGAGES ON REAL PROPERTY; TITLE INSURANCE AND
SURVEY. Within thirty (30) days after the acquisition of any real property
having a fair market value in excess of $100,000 by any Obligor, such Obligor
will furnish the Collateral Agent with a Mortgage covering each parcel of real
property acquired by such Obligor (the "REAL PROPERTY"), together with an ALTA
extended coverage lender's policy of title insurance in a policy amount equal to
100% of the greater of (i) purchase price of such acquired property (including
any liabilities assumed in connection with the acquisition) or (ii) the fair
market value of such property, insuring such Mortgage as a valid, enforceable
first Lien on the Obligor's interest in the Real Property covered thereby,
subject only to Permitted Liens and to such other exceptions as are satisfactory
to the Collateral Agent, together with an ALTA survey with respect to each
parcel of the Real Property acquired, in form and substance reasonably
satisfactory to the Collateral Agent, and legible copies of all documents
affecting title, which shall show all recording information. The policy,
including each of the exceptions to coverage contained therein, shall be subject
to the approval of the Collateral Agent, and shall be issued by a title company
acceptable to the Collateral Agent. Attached to the policy shall be any and all
endorsements reasonably required by the Collateral Agent, including (a) a
comprehensive endorsement (ALTA 100 or equivalent) covering restrictions and
other matters, (b) a broad form zoning endorsement, which specifically ensures
that applicable parking requirements, if any, have been satisfied, (c) an
endorsement ensuring that the lien of each Mortgage is valid against any
applicable usury laws or other laws prohibiting the charging of interest on
interest in the state(s) where such Real Property is located, (d) an endorsement
ensuring that the Real Property has access to a dedicated public street, (e) a
revolving credit endorsement, (f) a contiguity endorsement, (g) a survey and
"same as" endorsement, and (h) an endorsement deleting the so-called "doing
business" exclusion.

            SECTION 6.23. ADDITIONAL SUBSIDIARIES. Promptly after the creation
or acquisition of any Subsidiary by any Obligor, such Obligor shall execute and
deliver or cause to be executed and delivered, (i) such documents required in
order to cause such Subsidiary to become an Obligor hereunder, (ii) a Security
Agreement from such Subsidiary, (iii) a pledge of all of the capital stock of
such Subsidiary pursuant to a Pledge Agreement from the parent of


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                                                                [EXECUTION COPY]

such Subsidiary, and (iv) such other related stock powers, financing statements,
opinions of counsel and other documents as the Collateral Agent may request, all
in form and substance reasonably satisfactory to the Collateral Agent.

            SECTION 6.24. ACCREDITATION AND LICENSING. Each Obligor shall keep
itself fully licensed with all licenses required to operate such Person's
business under applicable law and maintain such Person's qualification for
participation in, and payment under, Medicare, Medicaid, CHAMPUS, CHAMPVA and
any other federal, state or local governmental program or private program
providing for payment or reimbursement for services rendered by such Person,
except to the extent that the loss or relinquishment of such qualification would
not or could not reasonably be expected to have or result in a Material Adverse
Effect; PROVIDED, HOWEVER, that nothing in this Agreement shall require any
Obligor to participate in the CHAMPUS or CHAMPVA programs if it elects not to
accept patients covered by such programs. The Issuer will promptly furnish the
Collateral Agent and the Holders with copies of all reports and correspondence
relating to any loss or revocation (or threatened loss or revocation) of any
qualification described in this Section.

            SECTION 6.25. ISSUANCE OF ADDITIONAL NOTES. If the Issuer is
prohibited from paying all or any portion of a cash payment of interest pursuant
to the Intercreditor Agreement, the Issuer shall issue a note for such unpaid
interest on the same terms and conditions of the other Notes issued pursuant
hereto (except that interest accruing under such note shall not be payable in
cash until the Senior Debt Termination Date), such note an "ADDITIONAL NOTE."

            SECTION 6.26. INTEREST RATE CONTRACTS. No later than October 16,
2000, the Issuer shall obtain, and shall thereafter cause to be maintained for a
period of not less than three years, one or more Interest Rate Contracts with
respect to the Senior Debt, covering an aggregate notional amount of not less
than one-half of the maximum principal amount of the Senior Debt and otherwise
on terms reasonably acceptable to the Holders.

            SECTION 6.27. POST-CLOSING DELIVERIES AND REQUIREMENTS. Each Obligor
shall fulfill the requirements of, take such actions as set forth in, and
deliver or cause to be delivered the items required in, the Post Closing
Undertaking, each in the time specified in the Post Closing Undertaking.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

            Each Obligor covenants that so long as any of the Notes are
outstanding:

            SECTION 7.01. TRANSACTIONS WITH AFFILIATES; MANAGEMENT COMPENSATION.

            (a) No Obligor will, directly or indirectly, enter into or permit to
exist any transaction (including the purchase, sale, lease or exchange of any
property or the rendering of any service) with any Affiliate of the Issuer, on
terms that are less favorable to such Obligor, than those which might be
obtained at the time from a Person who is not an Affiliate of the Issuer;
provided however that if the Affiliate is any Person other than a Subsidiary of
which the Parent or the Issuer beneficially owns at least 80% of the outstanding
equity securities thereof,


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                                                                [EXECUTION COPY]

and at such time the Holders have elected a Director to the Board pursuant to
the terms of the Series A Preferred Stock, the Director elected by the Holders
shall have made a determination to approve the transaction.

            (b) No Obligor shall, directly or indirectly, pay or become
obligated to pay, any compensation for services in any form to or for the
account of any member of Senior Management, except in accordance with the terms
of each employment agreement for each member of Senior Management, each such
employment agreement entered into after the date of this Agreement to be in form
and substance reasonably satisfactory to the Required Holders; PROVIDED,
HOWEVER, that this SECTION 7.01 shall not restrict use of the proceeds of the
Notes to repay Kenneth Kessler up to $750,000, plus accrued interest thereon,
owed by the Issuer to him pursuant to a note dated August 21, 2000.

            SECTION 7.02. CONSOLIDATIONS AND MERGERS. No Obligor will, (i)
consolidate or merge with or into any other Person other than the merger of a
Subsidiary of the Issuer or Parent with and into the Issuer, with the Issuer the
surviving entity.

            SECTION 7.03. LIMITATION ON ASSET SALES.

            (a) The Parent shall not make any Asset Sale; and

            (b) Neither the Issuer nor any Subsidiary of the Issuer or the
Parent shall make an Asset Sale unless:

                  (i) the proceeds of such Asset Sale are applied in accordance
with the provisions of SECTIONS 2.06 AND 6.16 hereof;

                  (ii) the Asset Sale is to a Person not an Affiliate of the
Parent or the Issuer and at least 85% of the value of the total proceeds thereof
consist of cash or debt assumed by a transferee, and any portion not
constituting cash is pledged or delivered to the Collateral Agent pursuant to
the Security Documents; and

                  (iii) no Default shall then exist or is created thereby;

            PROVIDED, HOWEVER, that in no event may the Issuer or any Subsidiary
of the Issuer or the Parent sell all, or substantially all, of the Collateral.

            SECTION 7.04. RESTRICTED PAYMENTS AND INVESTMENTS.

            (a) No Obligor will directly or indirectly, declare, order, pay,
make or set apart any sum for any Restricted Payment; PROVIDED, THAT, the
foregoing shall not restrict or prohibit dividends or distributions by the
Issuer or the Parent at such times or in such amounts as are necessary to permit
(i) the pro rata distribution by an Obligor of Net Cash Proceeds received by
such Obligor from the sale of any partial hospitalization assets to the Issuer
and/or the Parent and the holders of the minority ownership interest in such
Obligor, or (ii) a distribution by the Issuer to the Parent in an amount not to
exceed $100,000 in any one Fiscal Year for reasonable out of pocket operating
costs and expenses.


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                                                                [EXECUTION COPY]

            (b) No Obligor will acquire any assets other than in the ordinary
course of business, or make, acquire or own any Investment in any Person other
than (a) Temporary Cash Investments, and (b) Investments in Subsidiaries.
Without limiting the generality of the foregoing, no Obligor will create any
Subsidiary without the consent of the Required Holders and arrangements
satisfactory to the Required Holders for (w) such Subsidiary to become an
Obligor hereunder, (x) a pledge of the stock of such Subsidiary to the
Collateral Agent for the benefit of the Purchaser, (y) a guaranty by such
Subsidiary of the Obligations of the Issuer hereunder, and (z) a grant of a Lien
on all of the assets of such Subsidiary to the Collateral Agent for the benefit
of the Holders to secure such guaranty.

            SECTION 7.05. LIMITATION ON ADDITIONAL INDEBTEDNESS. No Obligor
will, directly or indirectly, create, incur, assume, guarantee or otherwise
become or remain directly or indirectly liable with respect to, any
Indebtedness, except for:

            (a) the Obligations;

            (b) Indebtedness of any Obligor incurred or assumed for the purpose
of financing all or any part of the cost of acquiring any fixed asset (including
through Capital Leases), in an aggregate principal amount at any time
outstanding not greater than $350,000;

            (c) Indebtedness of the Parent or the Issuer or any Subsidiary of
the Parent to the Parent or Issuer or a wholly-owned Subsidiary of the Parent or
the Issuer;

            (d) Indebtedness of the Issuer incurred in connection with an
acquisition in accordance with terms and conditions of SECTION 7.04, which
Indebtedness shall be subordinated in all respects to any and all Indebtedness
of the Obligors to the Holders, upon terms and conditions satisfactory to the
Holders;

            (e) Other Indebtedness of the Obligors in an aggregate principal
amount (whether fixed or contingent, drawn or undrawn) not to exceed at any time
$150,000; and

            (f) the Senior Debt; PROVIDED, HOWEVER, that the aggregate amount of
the obligations incurred in respect of any Indebtedness or Guaranty by all
Obligors which constitute Senior Debt shall not exceed the Maximum Senior Debt
Amount.

            SECTION 7.06. NEGATIVE PLEDGE. No Obligor will create, assume or
suffer to exist any Lien on any asset now owned or hereafter acquired by it,
except:

            (a) any Lien on any asset securing Indebtedness permitted under
SECTION 7.05(b) incurred or assumed for the purpose of financing all or any part
of the cost of acquiring such asset, PROVIDED that such Lien attaches to such
asset concurrently with or within 90 days after the acquisition thereof;

            (b) Liens arising in the ordinary course of its business which (i)
do not secure Indebtedness, (ii) do not secure any obligation in an amount
exceeding $150,000, and (iii) do not in the aggregate materially detract from
the value of its assets or materially impair the use thereof in the operation of
its business;


                                      -52-
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                                                                [EXECUTION COPY]

            (c) Liens created by the Security Documents; and

            (d) Liens granted in connection with the Senior Debt Documents.

            SECTION 7.07. RANK OF FUTURE INDEBTEDNESS. No Obligor shall incur,
create, issue, assume, guarantee or acknowledge any agreement with respect to
(i) any Indebtedness which is senior in right of payment to the Obligations
other than Senior Debt expressly permitted by SECTION 7.05(f), (ii) any other
Indebtedness (including, without limitation, Indebtedness which is PARI PASSU
with, or subordinate to, the Obligations) unless such Indebtedness is expressly
permitted by SECTION 7.05, or (iii) any Indebtedness (other than Senior Debt and
Indebtedness between Obligors permitted by SECTION 7.05) which is structurally
senior in right of payment to the Obligations.

            SECTION 7.08. ACTIVITIES OF PARENT. The Parent shall not, directly
or indirectly, (i) enter into or permit to exist any transaction or agreement
(including any agreement for the incurrence or assumption of Indebtedness, any
purchase, sale, lease or exchange of any property or the rendering of any
service), between itself and any other Person, (ii) engage in any business or
conduct any activity (including the making of any Investment or payment) or
transfer any of its assets, other than Investments in the Issuer, and
performance of ministerial activities and payment of taxes and administrative
fees necessary for compliance with the next succeeding sentence, or (iii)
consolidate or merge with or into any other Person. The Parent shall further
preserve, renew and keep in full force and effect their respective corporate
existences and any rights, privileges and franchises necessary or desirable in
the conduct of their respective business, and shall comply in all material
respects with all material applicable laws, ordinances, rules, regulations and
requirements of governmental authorities. The Parent shall not have any
Subsidiaries other than the Issuer and the other Subsidiaries listed on Schedule
5.01(f)(i) as of the Closing Date.

            SECTION 7.09. ERISA. No Obligor will:

            (a) engage in any transaction in connection with which any Obligor
could be subject to any material liability arising from either a civil penalty
assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of
the Code;

            (b) terminate any Plan in a manner, or take any other action, which
could result in any material liability of any ERISA Affiliate to the PBGC;

            (c) fail to make full payment when due of all amounts which, under
the provisions of any Plan, it is required to pay as contributions thereto, or
permit to exist any accumulated funding deficiency, whether or not waived, with
respect to any Plan;

            (d) permit the present value of all benefit liabilities under all
Plans to exceed the fair market value of the assets of such Plans; or

            (e) fail to make any payments to any Multiemployer Plan that it may
be required to make under any agreement relating to such Multiemployer Plan or
any law pertaining thereto.

            SECTION 7.10. AMENDMENTS OR WAIVERS. Without the prior written
consent of


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                                                                [EXECUTION COPY]

the Required Holders, no Obligor will agree to (i) any amendment to or waiver of
or in respect of its certificate of incorporation or Bylaws or any Note Document
(other than Security Documents being amended with the consent of the Senior
Lender); or (ii) any other material amendment to or waiver of any Material
Agreement constituting a part of the Collateral that adversely affects, impairs
or lessens any of the rights of the Holders.

            SECTION 7.11. RESTRICTIONS ON SALE AND ISSUANCE OF CAPITAL STOCK. No
Obligor will issue or sell any shares of capital stock or other equity interests
except for (i) in the case of the Issuer, shares of capital stock issued by the
Issuer to the Parent which are delivered to the Collateral Agent in pledge for
the benefit of the Collateral Agent and the Holders; (ii) in the case of any
Subsidiary of the Issuer or the Parent, shares of capital stock issued by such
Subsidiary to the Issuer or Parent which are delivered to the Collateral Agent
in pledge for the benefit of the Collateral Agent and the Holders, and (iii) in
the case of any Obligor, shares of capital stock or other equity interests in a
sale or issuance not described in clause (i) or (ii) of this SECTION 7.11, if
the proceeds from any such sale or issuance are applied in accordance with
SECTIONS 2.06 AND 6.16 hereof; PROVIDED, HOWEVER, that any sale or issuance of
Preferred Stock must be on terms and conditions acceptable to the Required
Holders in their sole good faith discretion.

            SECTION 7.12. CAPITATED BENEFICIARY ADJUSTMENTS; PUBLIC CONTRACTS
CAPITATION RISK.

            (a) Without the prior written consent of the Required Holders, APS
will not agree to any amendment to, or waiver of, any provision related to the
Capitated Beneficiary Adjustment Payment or the calculation of such Capitated
Beneficiary Adjustment Payment in the PHC Service Agreement or the PHC Purchase
Agreement that adversely affects, impairs or lessens any of the rights of the
Holders; and

            (b) Without the prior written consent of the Required Holders, no
Obligor will become party to any public sector Service Agreement or other
contract pursuant to which it becomes liable for all or any portion of any
capitation risk if the annual gross revenues generated in connection with such
Service Agreement or contract could, in the good faith judgment of the Required
Holders, equal or exceed $8,000,000.

            SECTION 7.13. FISCAL YEAR. The Issuer shall not change its fiscal
year from a fiscal year ending December 31.

            SECTION 7.14. TOTAL DEBT SERVICE COVERAGE RATIO. The Parent shall
not permit the ratio determined as of the last day of any calendar month of (i)
Consolidated Free Cash Flow to (ii) Total Debt Service, in each case for the
twelve-month period then ended (PROVIDED, HOWEVER, that in making such
calculation there shall be excluded any period of time prior to July 1, 2000) to
be less than 1.00 to 1.00; PROVIDED, HOWEVER, that in calculating this financial
covenant there shall be excluded from Total Debt Service the Senior Debt
principal amortization payment scheduled to be paid on July 1, 2000. In
calculating compliance with this SECTION 7.14, Consolidated Capital Expenditures
for any period shall be calculated as (a) for periods through December 31, 2000,
the lesser of (i) 83,333 per month and (ii) actual Consolidated Capital
Expenditures for such period; and (b) for the periods from and after January 1,
2001, actual


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                                                                [EXECUTION COPY]

Consolidated Capital Expenditures for each month.

            SECTION 7.15. MINIMUM EBITDA. The Parent shall not at any time
during any period specified below permit Consolidated EBITDA for the twelve
month period most recently ended (provided, however, that in making such
calculation, there shall be excluded any period of time prior to July 1, 2000),
to be less than the amount set forth opposite such period below:

<TABLE>
<CAPTION>
                  PERIOD ENDING                CONSOLIDATED EBITDA
                  -------------                -------------------
<S>                                            <C>
                  July 31, 2000                $435,000
                  August 31, 2000              $814,000
                  September 30, 2000           $1,339,000
                  October 31, 2000             $1,766,000
                  November 30, 2000            $2,194,000
                  December 31, 2000            $2,592,000
                  January 31, 2001             $3,205,000
                  February 28, 2001            $3,783,000
                  March 31, 2001               $3,983,000
                  April 30, 2001               $4,486,000
                  May 31, 2001                 $4,968,000
                  June 30, 2001                $5,651,000
                  July 31, 2001                $5,815,000
                  August 31, 2001              $5,958,000
                  September 30, 2001           $6,010,000
                  October 31, 2001             $6,103,000
                  November 30, 2001            $6,201,000
                  December 31, 2001            $6,335,000
                  January 31, 2002             $6,335,000
                  February 28, 2002            $6,335,000
                  March 31, 2002               $6,569,000
                  April 30, 2002               $6,618,000
                  May 31, 2002                 $6,694,000
                  June 30, 2002                $6,575,000
                  July 31, 2002                $6,612,000
                  August 31, 2002              $6,599,000
                  September 30, 2002           $6,603,000
                  October 31, 2002             $6,669,000
                  November 30, 2002            $6,736,000
                  December 31, 2002            $6,803,000
                  At any time thereafter       $6,825,000
</TABLE>

            SECTION 7.16. RESTRICTIVE AGREEMENTS. The Parent and the Issuer will
not, and will not permit any of its Subsidiaries to, enter into any agreement
(excluding this Agreement, the Intercreditor Agreement and any other Note
Document) prohibiting the ability of any Subsidiary to make any payments,
directly or indirectly, to the Issuer by way of dividends, advances, repayments
of loans or advances, reimbursements of management and other intercompany
charges, expenses and accruals or other returns on investments, or any other


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                                                                [EXECUTION COPY]

agreement or arrangement which restricts the ability of any such Subsidiary to
make any payment, directly or indirectly, to the Issuer; PROVIDED, HOWEVER, that
the Senior Debt Documents may not prohibit dividends and distributions from any
Subsidiary to the Issuer to enable the Issuer to make payments permitted under
the provisions of the Intercreditor Agreement.

            SECTION 7.17. EQUITY SECURITIES ISSUANCES TO EMPLOYEES AND
MANAGEMENT. Parent shall not issue shares of Common Stock, Preferred Stock,
options, warrants or any other equity securities to any employee or member of
management of any Obligor for a purchase or exercise price less than fair market
value as determined by independent members of the Parent's board of directors.

            SECTION 7.18. SEGREGATED ACCOUNT. No Obligor will make withdrawals
from the account covered by the Segregated Account Agreement unless such
withdrawal is to be used for general corporate purposes (which shall not include
payment of the Senior Debt unless such payment is in accordance with the
Intercreditor Agreement).

                                  ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

            SECTION 8.01. EVENTS OF DEFAULT. An "EVENT OF DEFAULT" shall exist
if any of the following conditions or events shall occur and be continuing:

            (a) any Obligor defaults in the payment of any principal on any Note
when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration or otherwise; or

            (b) any Obligor defaults in the payment of any interest on any Note
or any other amount due under this Agreement in full, for more than five
Business Days after the same becomes due and payable; or

            (c) any Obligor defaults in the performance of or compliance with
any term contained in ARTICLE VII or in SECTIONS 6.04, 6.08, 6.09, 6.10 OR 6.14.

            (d) any Obligor defaults in the performance of or compliance with
any term contained in ARTICLE VI (other than those contained in SECTIONS 6.04,
6.08, 6.09, 6.10 OR 6.14) or in any Security Document (if such default or
non-compliance adversely affects all or substantially all of the Collateral) and
such default is not remedied within 10 Business Days after the earlier of (i) a
Responsible Officer of such Obligor obtaining actual knowledge of such default
and (ii) such Obligor receiving written notice of such default from any Holder
of a Note (any such written notice to be identified as a "notice of default" and
to refer specifically to this paragraph (c) of SECTION 8.01); or

            (e) any Obligor defaults in the performance of or compliance with
any term contained herein (other than those referred to in paragraphs (a), (b)
(c) and (d) of this SECTION 8.01) or in any other Note Document (other than any
Security Document) and such default is not remedied within 30 days after the
earlier of (i) a Responsible Officer of such


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Obligor obtaining actual knowledge of such default and (ii) such Obligor
receiving written notice of such default from any Holder of a Note (any such
written notice to be identified as a "notice of default" and to refer
specifically to this paragraph (d) of SECTION 8.01); or

            (f) any representation or warranty made in writing by or on behalf
of any Obligor or by any officer of any Obligor in any Security Document as of
the date hereof or in any other Note Document at any time or in any writing
furnished in connection with the transactions contemplated hereby proves to have
been false or incorrect in any material respect on the date as of which made; or

            (g) (i) any Obligor is in default (as principal or as guarantor or
other surety) in the payment of any principal of or premium or make-whole amount
or interest on any Indebtedness (other than the Senior Debt) that is outstanding
in an aggregate principal amount of at least $150,000 beyond any period of grace
provided with respect thereto, or (ii) any Obligor is in default in the
performance of or compliance with any term of any evidence of any Indebtedness
(other than Senior Debt) in an aggregate outstanding principal amount of at
least $150,000 or of any mortgage, indenture or other agreement relating thereto
or any other condition exists, and as a consequence of such default or condition
such Indebtedness has become, or has been declared (or one or more Persons are
entitled to declare such Indebtedness to be), due and payable before its stated
maturity or before its regularly scheduled dates of payment, or (iii) as a
consequence of the occurrence or continuation of any event or condition (other
than the passage of time or the right of the Holder of Indebtedness to convert
such Indebtedness into equity interests), (x) any Obligor has become obligated
to purchase or repay Indebtedness (other than Senior Debt) before its regular
maturity or before its regularly scheduled dates of payment in an aggregate
outstanding principal amount of at least $150,000, or (y) one or more Persons
have the right to require any Obligor so to purchase or repay such Indebtedness
(other than Senior Debt); or

            (h) any Obligor shall be prohibited or otherwise materially
restrained from conducting the business theretofore conducted by it by virtue or
any determination, ruling, decision, decree or order of any court or
Governmental Authority of competent jurisdiction and such determination, ruling,
decision, decree or order remains unstayed and in effect for any period of 10
days beyond any period for which any business interruption insurance policy of
the Obligors shall provide full coverage to such Person of any losses and lost
profits; or

            (i) any Obligor (i) is generally not paying, or admits in writing
its inability to pay, its debts as they become due, (ii) files, or consents by
answer or otherwise to the filing against it of, a petition for relief or
reorganization or arrangement or any other petition in bankruptcy, for
liquidation or to take advantage of any bankruptcy, insolvency, reorganization,
moratorium or other similar law of any jurisdiction, (iii) makes a general
assignment for the benefit of its creditors, (iv) consents to the appointment of
a custodian, receiver, trustee or other officer with similar powers with respect
to it or with respect to any substantial part of its property, (v) is
adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for
the purpose of any of the foregoing; or

            (j) any material obligation of any Obligor in any Note Document
(other than the Security Documents) shall, for any reason, not be or shall cease
to be in full force and effect


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                                                                [EXECUTION COPY]

except as provided herein or therein or shall be declared null and void or any
Security Documents shall not give or shall cease to give the Collateral Agent
the Liens, rights, powers and privileges with respect to the Collateral
purported to be created thereby in favor of the Collateral Agent superior to and
prior to the rights of all third Persons (except to the extent expressly
permitted herein or therein) other than by actions of the Purchaser, PROVIDED
that no such defect in the Note Documents shall give rise to an Event of Default
under this clause (j) unless such defect or failure shall affect Collateral that
is or should be subject to a Lien in favor of the Purchaser having an aggregate
value in excess of $50,000.

            (k) a court or governmental authority of competent jurisdiction
enters an order appointing, without consent by the applicable Obligor, a
custodian, receiver, trustee or other officer with similar powers with respect
to it or with respect to any substantial part of its property, or constituting
an order for relief or approving a petition for relief or reorganization or any
other petition in bankruptcy or for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution,
winding-up or liquidation of any Obligor, or any such petition shall be filed
against any Obligor and such petition shall not be dismissed within 60 days; or

            (l) a judgment or an order for the payment of money which when
aggregated with other such judgments or orders equals or exceeds in excess of
$350,000 is rendered against one or more of the Obligors and such judgment or
order is not, within 10 days after entry thereof, bonded, discharged or stayed
pending appeal, or are not discharged within 10 days after the expiration of
such stay or any judgment shall be rendered against any Obligor that exceeds by
more than $150,000 any insurance coverage applicable thereto; or

            (m) if (i) any Plan shall fail to satisfy the minimum funding
standards of ERISA or the Code for any plan year or part thereof or a waiver of
such standards or extension of any amortization period is sought or granted
under section 412 of the Code, (ii) a notice of intent to terminate any Plan
shall have been or is reasonably expected to be filed with the PBGC or the PBGC
shall have instituted proceedings under ERISA section 4042 to terminate or
appoint a trustee to administer any Plan or the PBGC shall have notified any
Obligor or any ERISA Affiliate that a Plan may become a subject of any such
proceedings, (iii) the aggregate "amount of unfunded benefit liabilities"
(within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined
in accordance with Title IV of ERISA, shall exceed $500,000, (iv) any Obligor or
any ERISA Affiliate shall have incurred or is reasonably expected to incur any
liability pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans, (v) any Obligor or
any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) any Obligor
establishes or amends any employee welfare benefit plan that provides
post-employment welfare benefits in a manner that would increase the liability
of such Obligor thereunder; and any such event or events described in clauses
(i) through (vi) above, either individually or together with any other such
event or events, could reasonably be expected to have a Material Adverse Effect.
As used in this SECTION 8.01(j), the terms "EMPLOYEE BENEFIT PLAN" and "EMPLOYEE
WELFARE BENEFIT PLAN" shall have the respective meanings assigned to such terms
in Section 3 of ERISA; or

            (n) except as the result of any transfer made pursuant to a pledge
of stock under


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the Security Documents, the Parent shall fail at any time to be the record and
beneficial owner of 100% of the issued and outstanding capital stock of the
Issuer, free and clear of any Lien, or the Issuer or any other Obligor shall
sell, transfer or otherwise dispose of (including by way of sale of capital
stock or other equity interests) all or substantially all of the assets or
interests of the Persons listed on Schedule 5.01(f)(ii), taken in the aggregate,
or the Issuer shall fail at any time to be the record and beneficial owner of
100% of the issued and outstanding capital stock of any Subsidiary formed or
acquired after the Closing Date, in each case free and clear of any Lien; or

            (o) the auditor's report or reports on the audited statements
delivered pursuant to SECTION 6.01 shall include any material qualification
(including with respect to the scope of audit) or exception or any adverse
statement as to the ability of the Parent or the Issuer to continue as a going
concern; or

            (p) any of the Note Documents shall for any reason fail to
constitute the valid and binding agreement of any Obligor to the extent
described in SECTION 5.01(b), or any such party shall so assert in writing; or

            (q) a case or other proceeding shall be commenced against either
Coventry Health Care or Priority under any bankruptcy, insolvency or other
similar law or either Coventry Health Care or Priority shall voluntarily
commence such case or other proceeding; any event shall occur which renders
either Coventry Health Care or Priority insolvent or could reasonably be
expected to have a material adverse effect on the credit worthiness of such
Person; either Coventry Health Care or Priority shall terminate the Service
Agreement to which it is a party or challenge the legality, validity or binding
effect of such Service Agreement or any material provision thereof; or any other
event occurs or condition exists which in the sole judgment of the Required
Holders could reasonably be expected to have a material adverse effect on the
financial condition, operations, business, properties or prospects of Coventry
Health Care or Priority; or

            (r) any "Event of Default" under the Senior Debt Documents resulting
from the failure of the Obligors to pay, on a timely basis, any principal,
interest or periodic fees due and owing to Senior Lender under the Senior Debt
Documents including, without limitation, any default in payment of Senior Debt
after acceleration thereof; or

            (s) any Obligor is in default in the performance of or compliance
with any term of the Senior Debt, and as a consequence of such default or
condition such Indebtedness has become due and payable before its stated
maturity or before its regularly scheduled dates of payment; or

            (t) any default has occurred and is continuing under or with respect
to any Material Agreement or other material instrument to which an Obligor is a
party or by which an Obligor's property is bound or affected and such default
adversely affects, impairs or lessens any of the rights of the Holders.

            SECTION 8.02. REMEDIES ON EVENT OF DEFAULT, ETC.

            (a) Acceleration.


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                  (i) If an Event of Default with respect to any Obligor
described in paragraph (i) or (k) of SECTION 8.01 (other than an Event of
Default described in clause (i) of paragraph (i) or described in clause (vi) of
paragraph (i) by virtue of the fact that such clause encompasses clause (i) of
paragraph (i)) has occurred, all the Notes then outstanding shall automatically
become immediately due and payable.

                  (ii) If any Event of Default described in paragraph (a) or (b)
of SECTION 8.01 has occurred and is continuing, any Holder or Holders of Notes
at the time outstanding affected by such Event of Default may at any time, at
its or their option, by notice or notices to each Obligor, declare all the Notes
held by it or them to be immediately due and payable.

                  (iii) If any other Event of Default has occurred and is
continuing, the Required Holders may at any time at its or their option, by
notice or notices to each Obligor, declare all the Notes then outstanding to be
immediately due and payable.

            Upon any Notes becoming due and payable under this SECTION 8.02,
whether automatically or by declaration, such Notes will forthwith mature and
the entire Unpaid Principal Amount of such Notes, plus all accrued and unpaid
interest thereon and any premium or additional payment which would then be due
(to the full extent permitted by Governing Law), shall all be immediately due
and payable, in each and every case without presentment, demand, protest or
further notice, all of which are hereby waived.

            (b) SERIES A PREFERRED STOCK ELECTION OF A MEMBER OF THE BOARD OF
DIRECTORS. If any Default or Event of Default has occurred the Holders, owning
all outstanding shares of Series A Preferred Stock of the Issuer, shall be
entitled, pursuant to the terms of the Series A Preferred Stock, to immediately
elect one member of the Board of Directors of the Issuer who shall be in
addition to the regular members of the Board of Directors elected by holders of
the Common Stock and other classes of Preferred Stock.

            (c) OTHER REMEDIES. If any Default or Event of Default has occurred
and is continuing, and irrespective of whether any Notes have become or have
been declared immediately due and payable under SECTION 8.02(a), the Purchaser,
pursuant to directions of the Required Holders, may proceed to protect and
enforce the rights of such Holder by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement
contained herein or in any Note, or for an injunction against a violation of any
of the terms hereof or thereof, or in aid of the exercise of any power granted
hereby or thereby or by law or otherwise.

            (d) RESCISSION. At any time after any Notes have been declared due
and payable pursuant to clause (a)(i) or (a)(ii) of SECTION 8.02, the Required
Holders, by written notice to each Obligor, may rescind and annul any such
declaration and its consequences if (a) each Obligor has paid all overdue
interest on the Notes, all principal of any Notes that are due and payable and
are unpaid other than by reason of such declaration, all interest on such
overdue principal and (to the extent permitted by Governing Law) any overdue
interest in respect of the Notes, at the Default Rate, (b) all Events of Default
and Defaults, other than non-payment of amounts that have become due solely by
reason of such declaration, have been cured or have been waived pursuant


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to SECTION 9.03, and (c) no judgment or decree has been entered for the payment
of any monies due pursuant hereto or to the Notes. No rescission and annulment
under this SECTION 8.02(d) will extend to or affect any subsequent Event of
Default or Default or impair any right consequent thereon.

            (e) NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC. No course of
dealing and no delay on the part of any Holder of any Note in exercising any
right, power or remedy shall operate as a waiver thereof or otherwise prejudice
such Holder's rights, powers or remedies. No right, power or remedy conferred by
this Agreement or by any Note upon any Holder thereof shall be exclusive of any
other right, power or remedy referred to herein or therein or now or hereafter
available at law, in equity, by statute or otherwise. Without limiting the
obligations of each Obligor under SECTION 9.01, each Obligor will pay to the
Holder of each Note on demand such further amount as shall be sufficient to
cover all costs and expenses of such Holder incurred in any enforcement or
collection under this SECTION 8.02, including, without limitation, reasonable
attorneys' fees, expenses and disbursements.

                                   ARTICLE IX.
                                  MISCELLANEOUS

            SECTION 9.01. EXPENSES, ETC. Whether or not the transactions
contemplated hereby are consummated, each Obligor agrees, jointly and severally
to pay all costs and expenses (including reasonable attorneys' fees of a special
counsel and, if reasonably required, local or other counsel) incurred by the
Purchaser or Holder of a Note in connection with such transactions and in
connection with any amendments, waivers or consents under or in respect of this
Agreement, the Notes or other Note Documents (whether or not such amendment,
waiver or consent becomes effective), including, without limitation: (a) the
costs and expenses incurred in enforcing or defending (or determining whether or
how to enforce or defend) any rights under this Agreement, the Notes or other
Note Documents or in responding to any subpoena or other legal process or
informal investigative demand issued in connection with this Agreement, the
Notes or other Note Documents, or by reason of being a Holder of any Note, and
(b) the costs and expenses, including financial advisors' fees, incurred in
connection with the insolvency or bankruptcy of any Obligor or in connection
with any work-out or restructuring of the transactions contemplated hereby and
by the Notes and other Note Documents. Each Obligor will pay, and will save each
Holder harmless from, all claims in respect of any fees, costs or expenses if
any, of brokers and finders (other than those retained by such Holder). The
obligations of each Obligor under this SECTION 9.01 will survive the payment or
transfer of any Note, the enforcement, amendment or waiver of any provision of
this Agreement, the Notes or other Note Documents, and the termination of this
Agreement.

            SECTION 9.02. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
AGREEMENT. All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Notes, the purchase or transfer
by any Holder of any Note or portion thereof or interest therein and the payment
of any Note, and may be relied upon by any subsequent Holder of a Note,
regardless of any investigation made at any time by or on behalf of any Holder.
All statements contained in any certificate or other instrument delivered by or
on


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behalf of each Obligor pursuant to this Agreement shall be deemed
representations and warranties of each Obligor under this Agreement. Subject to
the preceding sentence, this Agreement, the Notes and the other Note Documents
embody the entire agreement and understanding between each Holder and each
Obligor and supersede all prior agreements and understandings relating to the
subject matter hereof.

            SECTION 9.03. AMENDMENT AND WAIVER.

            (a) REQUIREMENTS. This Agreement, the Notes and the other Note
Documents may be amended, and the observance of any term hereof or thereof or of
the Notes may be waived (either retroactively or prospectively), with (and only
with) the written consent of each Obligor and the Required Holders, except that
no amendment or waiver of any of the provisions of SECTIONS 2.01, 4.01, 4.02 OR
9.07 hereof, or any defined term (as it is used therein), will be effective as
to any Holder unless consented to by such Holder in writing, and no such
amendment or waiver may, without the written consent of all Holders affected
thereby, subject to the provisions of SECTION 8.02 relating to acceleration or
rescission, change the amount or time of any prepayment or payment of principal
of, or reduce the rate or change the time of payment or method of computation of
interest on, the Notes, change the percentage of the principal amount of the
Notes the Holders of which are required to consent to any such amendment or
waiver, or amend any of SECTIONS 8.01(a), 8.01(b), 8.02, 9.03 OR 9.06. Any
amendment, modification, termination, waiver or consent with respect to any of
the following provisions of this Agreement shall be effective only by a written
agreement, signed by each Holder:

                  (i) release of any Guarantor of the Obligations or all or a
substantial portion of the Collateral (except as provided in SECTION 3.08),

                  (ii) waiver of any Event of Default described in SECTION 8.01.

            (b) DELIVERY OF AMENDMENTS, WAIVERS, ETC. Each Obligor will deliver
executed or true and correct copies of each amendment, waiver or consent
effected pursuant to the provisions of this SECTION 9.03 to each Holder of
outstanding Notes promptly following the date on which it is executed and
delivered by, or receives the consent or approval of, the Required Holders.

            (c) PAYMENT. Each Obligor will not directly or indirectly pay or
cause to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security, to any Holder of Notes as
consideration for or as an inducement to the entering into by any Holder of
Notes or any waiver or amendment of any of the terms and provisions hereof
unless such remuneration is concurrently paid, or security is concurrently
granted, on the same terms, ratably to each Holder of Notes then outstanding
even if such Holder did not consent to such waiver or amendment.

            (d) BINDING EFFECT, ETC. Any amendment or waiver consented to as
provided in this Section 9.03 applies equally to all Holders of Notes and is
binding upon them and upon each future Holder of any Note and upon each Obligor
without regard to whether such Note has been marked to indicate such amendment
or waiver. No such amendment or waiver will extend to or affect any obligation,
covenant, agreement, Default or Event of Default not expressly amended


                                      -62-
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or waived or impair any right consequent thereon. No course of dealing between
each Obligor and the Holder of any Note nor any delay in exercising any rights
hereunder or under any Note shall operate as a waiver of any rights of any
Holder of such Note.

            (e) NOTES HELD BY EACH OBLIGOR, ETC. Solely for the purpose of
determining whether the Holders of the requisite percentage of the aggregate
principal amount of Notes then outstanding approved or consented to any
amendment, waiver or consent to be given under this Agreement or the Notes, or
have directed the taking of any action provided herein or in the Notes to be
taken upon the direction of the Holders of a specified percentage of the
aggregate principal amount of Notes then outstanding, Notes directly or
indirectly owned by each Obligor or any of its Affiliates shall be deemed not to
be outstanding.

            SECTION 9.04. NOTICES. All notices and communications provided for
hereunder shall be in writing and deemed given or delivered when delivered
personally or sent by telecopy if the sender on the same day sends a confirming
copy of such notice by a recognized overnight delivery service (charges
prepaid), or by registered or certified mail with return receipt requested
(postage prepaid), or by a recognized overnight delivery service (with charges
prepaid) and addressed as follows (or at such other address for a party as shall
be specified in a notice given in accordance with this SECTION 9.04):

            (a)   if to any Obligor, to it care of:

                  American Psych Systems Holdings, Inc.
                  6705 Rockledge Drive, Suite 200
                  Bethesda, Maryland 20817
                  Attention:  Kenneth Kessler and Stephen DaRe
                  Telephone:  (301) 571-0633
                  Telecopier:  (301) 493-0776

                  with a copy to:

                  Mintz, Levin, Cohn, Ferris, Glovesky & Popeo
                  11911 Freedom Drive, Suite 400
                  Reston, Virginia 20190
                  Attention:  Scott Meza, Esq.
                  Telephone:  (703) 464-4812
                  Telecopier:  (703) 464-4895

                  if to the Purchaser, to it care of:
                  Canyon Capital Advisors LLC
                  9665 Wilshire Boulevard
                  Beverly Hills, California 90212
                  Attention:  Scott Imbach
                  Telephone:  (310) 247-2700
                  Telecopier:  (310) 247-2701


                                      -63-
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                                                                [EXECUTION COPY]

                  with a copy to:

                  Sidley & Austin
                  555 West Fifth Street
                  Los Angeles, California 90013
                  Attention:  Gary J. Cohen, Esq.
                  Telephone:  (213) 896-6013
                  Telecopier:  (213) 896-6600

            (b) if to any other Holder, to its address shown on the Note
register to be maintained by the Issuer, on behalf of the Issuer, pursuant to
SECTION 2.02.

            Notices under this SECTION 9.04 will be deemed given only when
actually received.

            SECTION 9.05. REPRODUCTION OF DOCUMENTS. This Agreement and all
documents relating thereto, including, without limitation, (a) consents, waivers
and modifications that may hereafter be executed, (b) documents received by the
Purchaser at the Closing (except the Notes themselves), and (c) financial
statements, certificates and other information previously or hereafter furnished
to any Holder, may be reproduced by the Holders by any photographic,
photostatic, microfilm, microcard, miniature photographic or other similar
process and each Holder may destroy any original document so reproduced. Each
Obligor agrees and stipulates that, to the extent permitted by Governing Law,
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by any Holder in the
regular course of business) and any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence. This
SECTION 9.05 shall not prohibit each Obligor or any other Holder of Notes from
contesting any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the inaccuracy of any such
reproduction.

            SECTION 9.06. CONFIDENTIAL INFORMATION. For the purposes of this
SECTION 9.06, "CONFIDENTIAL INFORMATION" means information delivered to any
Holder by or on behalf of each Obligor in connection with the transactions
contemplated by or otherwise pursuant to this Agreement that is proprietary in
nature and that was clearly marked or labeled or otherwise adequately identified
when received by such Holder as being confidential information of each Obligor,
PROVIDED that such term does not include information that (a) was publicly known
to any Holder prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by any Holder or any Person acting on
behalf of any Holder, (c) otherwise becomes known to any Holder other than
through disclosure by each Obligor or its representatives or (d) constitutes
financial statements delivered to any Holder under SECTION 6.01 that are
otherwise publicly available. Each Holder will maintain the confidentiality of
such Confidential Information in accordance with procedures adopted by such
Holder in good faith to protect confidential information of third parties
delivered to such Holder, PROVIDED that each Holder may deliver or disclose
Confidential Information to its (i) directors, officers, employees, agents,
attorneys and affiliates (to the extent such disclosure reasonably relates to
the administration of the investment represented by its Notes), (ii) financial
advisors and other


                                      -64-
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professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this SECTION 9.06,
(iii) any other Holder of any Note, (iv) any Person to which such Holder sells
or offers to sell such Note or any part thereof or any participation therein (if
such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this SECTION 9.06), (v) any Person
from which such Holder offers to purchase any security of each Obligor (if such
Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this SECTION 9.06), (vi) any
federal or state regulatory authority having jurisdiction over such Holder,
(vii) any nationally recognized rating agency that requires access to
information about such Holder's investment portfolio or (viii) any other Person
to which such delivery or disclosure may be necessary or appropriate (w) to
effect compliance with any Requirement of Law applicable to such Holder, (x) in
response to any subpoena or other legal process, (y) in connection with any
litigation to which such Holder is a party or (z) if an Event of Default has
occurred and is continuing, to the extent such Holder may reasonably determine
such delivery and disclosure to be necessary or appropriate in the enforcement
or for the protection of the rights and remedies under such Holder's Notes and
this Agreement. Each Holder of a Note, by its acceptance of a Note, will be
deemed to have agreed to be bound by and to be entitled to the benefits of this
SECTION 9.06 as though it were a party to this Agreement. On reasonable request
by each Obligor in connection with the delivery to any Holder of a Note of
information required to be delivered to such Holder under this Agreement or
requested by such Holder (other than a Holder that is a party to this Agreement
or its nominee), such Holder will enter into an agreement with each Obligor
embodying the provisions of this SECTION 9.06.

            SECTION 9.07. TRANSFERS OF NOTES. Subject to the requirements of the
Intercreditor Agreement and SECTION 2.03(a) hereof, the Purchaser and any
subsequent Holder shall have the right to transfer (i) any amount of Notes held
by any such Person to any Affiliate or any Affiliated Investor, or (ii) Notes in
a principal amount of at least Two Million Five Hundred Thousand Dollars
($2,500,000) to any other Person, by written notice to each Obligor, which
notice shall be signed by both the Purchaser and such transferee, shall contain
such transferee's agreement to be bound by this Agreement and the Notes shall
contain a confirmation by such transferee of the accuracy with respect to it of
the representations set forth in SECTION 5.02. As a condition to any transfer of
a Note, the Issuer may require appropriate documentation to evidence compliance
with applicable securities laws, including an opinion of counsel with respect
thereto. Upon receipt of such notice, wherever the word "Purchaser" or "Holder"
is used in this Agreement (other than in this SECTION 9.07), such word shall be
deemed to refer to such transferee in lieu of the Purchaser or such Holder, as
the case may be. No transfer of any Note shall relieve the transferring Holder
of its obligations under SECTION 9.06.

            SECTION 9.08. SUCCESSORS AND ASSIGNS. All covenants and other
agreements contained in this Agreement by or on behalf of any of the parties
hereto bind and inure to the benefit of their respective successors and assigns
(including, without limitation, any subsequent Holder of a Note) whether so
expressed or not.

            SECTION 9.09. SEVERABILITY. Any provision of this Agreement that 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, and


                                      -65-
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                                                                [EXECUTION COPY]

any such prohibition or unenforceability in any jurisdiction shall (to the full
extent permitted by law) not invalidate or render unenforceable such provision
in any other jurisdiction.

            SECTION 9.10. CONSTRUCTION. Each covenant contained herein shall be
construed (absent express provision to the contrary) as being independent of
each other covenant contained herein, so that compliance with any one covenant
shall not (absent such an express contrary provision) be deemed to excuse
compliance with any other covenant. Where any provision herein refers to action
to be taken by any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken directly or
indirectly by such Person.

            SECTION 9.11. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be an original but all of which
together shall constitute one instrument. Each counterpart may consist of a
number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto.

            SECTION 9.12. GOVERNING LAW. This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the law of the State of New York excluding choice-of-law principles of the law
of such State that would require the application of the laws of a jurisdiction
other than such State.

            SECTION 9.13. INDEMNIFICATION. The Issuer hereby indemnifies and
agrees to defend and hold harmless each Holder and its directors, officers,
agents, employees and counsel from and against any and all losses, claims,
damages, liabilities, deficiencies, judgments or expenses incurred by any of
them (except to the extent that it is finally judicially determined to have
resulted from its own gross negligence or willful misconduct) arising out of or
by reason of (a) any actual or proposed use by any Issuer or any other Person of
the proceeds of the Notes, (b) any litigation, investigations, claims or
proceedings which arise out of or are in any way related to (i) the Note
Documents or the transactions contemplated hereby or (ii) any transaction
arising under or relating to the Note Documents, including, without limitation,
amounts paid in settlement, court costs and the fees and disbursements of
counsel incurred in connection with any such litigation, investigation, claim or
proceeding or any advice rendered in connection with any of the foregoing and
(c) any remedial or other action taken by an Obligor or any of the Holders in
connection with compliance by any Obligor, or any of its properties, with any
federal, state or local environmental laws, acts, rules, regulations, orders,
directions, ordinances, criteria or guidelines. Without limiting any provision
of this Agreement, it is the express intention of the parties hereto that each
Person indemnified hereunder shall be indemnified and held harmless against any
and all losses, liabilities, claims or damages arising out of or resulting from
the sole or concurrent negligence of such Person. Without prejudice to the
survival of any other Obligations of the Obligors hereunder and under the other
Note Documents, the Obligations of each Obligor under this SECTION 9.13 will
survive the payment or transfer of any Note, the enforcement, amendment or
waiver of any provision of this Agreement or the Notes, and the termination of
this Agreement.

            SECTION 9.14. MAXIMUM RATE. Notwithstanding anything to the contrary
contained elsewhere in this Agreement or in any other Note Document, the
Obligors and the


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                                                                [EXECUTION COPY]

Holders hereby agree that all agreements among them under this Agreement and the
other Note Documents, whether now existing or hereafter arising and whether
written or oral, are expressly limited so that in no contingency or event
whatsoever shall the amount paid, or agreed to be paid, to any Holder for the
use, forbearance, or detention of the money loaned to the Issuer and evidenced
hereby or thereby or for the performance or payment of any covenant or
obligation contained herein or therein, exceed the Highest Lawful Rate. If due
to any circumstance whatsoever, fulfillment of any provisions of this Agreement
or any of the other Note Documents at the time performance of such provision
shall be due shall exceed the Highest Lawful Rate, then, automatically, the
obligation to be fulfilled shall be modified or reduced to the extent necessary
to limit such interest to the Highest Lawful Rate, and if from any such
circumstance the any Holder should ever receive anything of value deemed
interest by Governing Law which would exceed the Highest Lawful Rate, such
excessive interest shall be applied to the reduction of the principal amount
then outstanding hereunder or on account of any other then outstanding
Obligations and not to the payment of interest, or if such excessive interest
exceeds the principal unpaid balance then outstanding hereunder and such other
then outstanding Obligations, such excess shall be refunded to the Issuer. All
sums paid or agreed to be paid to any Holder for the use, forbearance, or
detention of the Obligations and other Indebtedness of the Issuer to the
Holders, to the extent permitted by Governing Law, shall be amortized, prorated,
allocated and spread throughout the full term of such Indebtedness, until
payment in full thereof, so that the actual rate of interest on account of all
such Indebtedness does not exceed the Highest Lawful Rate throughout the entire
term of such Indebtedness. The terms and provisions of this SECTION 9.14 shall
control every other provision of this Agreement and all agreements among the
Obligors and the Holders.


                                      -67-
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                                                                [EXECUTION COPY]

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.


ISSUER:

PSYCH SYSTEMS HOLDINGS, INC.,
a Delaware corporation


By:   /s/ Stephen DaRe
      --------------------------
      Stephen DaRe
      Chief Financial Officer

PURCHASER:

CANPARTNERS INVESTMENTS IV, LLC,
a California limited liability company,

By:   Canpartners Incorporated,
      a California corporation,
      its managing member


By:   /s/ Scott Imbach
      --------------------------
      Name: Scott Imbach
      Title: Attorney in fact

GUARANTORS:
AMERICAN PSYCH SYSTEMS, INC.,                AMERICAN PSYCH SYSTEMS OF TEXAS,
an Iowa corporation                          INC., a Delaware corporation


By:   /s/ Stephen DaRe                       By:   /s/ Stephen DaRe
      ------------------------                     ------------------------
      Stephen DaRe                                 Stephen DaRe
      Chief Financial Officer                      Chief Financial Officer


                              SIGNATURE PAGE 1 of 3
<PAGE>

                                                                [EXECUTION COPY]

CH/ECP SYSTEMS, INC.,                        AZCARE, INC.,
a New York corporation                       an Arizona corporation


By:   /s/ Stephen DaRe                       By:   /s/ Stephen DaRe
      ------------------------                     ------------------------
      Stephen DaRe                                 Stephen DaRe
      Chief Financial Officer                      Chief Financial Officer

NEW YORK PSYCH SYSTEMS, INC.,                NEW YORK PSYCH SYSTEMS, L.P.,
a New York corporation                       a New York limited partnership

                                             By:   New York Psych Systems, Inc.,
By:   /s/ Stephen DaRe                             a New York corporation,
      ------------------------                     its general partner
      Stephen DaRe
      Chief Financial Officer

                                             By:   /s/ Stephen DaRe
                                                   ------------------------
                                                   Stephen DaRe
                                                   Chief Financial Officer

WESTCHESTER PSYCH SYSTEMS, L.P.,             SUFFOLK PSYCH SYSTEMS, L.P.,
a New York limited partnership               a New York limited partnership

By:   New York Psych Systems, Inc.,          By:   New York Psych Systems, Inc.,
      a New York corporation,                      a New York corporation,
      its general partner                          its general partner


By:   /s/ Stephen DaRe                       By:   /s/ Stephen DaRe
      ------------------------                     ------------------------
      Stephen DaRe                                 Stephen DaRe
      Chief Financial Officer                      Chief Financial Officer

PSYCH SYSTEMS OF WESTCHESTER, INC.,          PSYCH SYSTEMS OF LONG ISLAND, INC.,
a New York corporation                       a New York corporation


By:   /s/ Stephen DaRe                       By:   /s/ Stephen DaRe
      ------------------------                     ------------------------
      Stephen DaRe                                 Stephen DaRe
      Chief Financial Officer                      Chief Financial Officer


                              SIGNATURE PAGE 2 of 3
<PAGE>

                                                                [EXECUTION COPY]

CHS MANAGED SERVICES, INC.,                  PSYCH SYSTEMS PPO, INC.,
a Delaware corporation                       a New York corporation


By:   /s/ Stephen DaRe                       By:   /s/ Stephen DaRe
      ------------------------                     ------------------------
      Stephen DaRe                                 Stephen DaRe
      Chief Financial Officer                      Chief Financial Officer


AMERICAN PSYCH SYSTEMS HOLDINGS, INC.,       VYDAS RESOURCES, INC.,
a Delaware corporation                       a Montana corporation


By:   /s/ Stephen DaRe                       By:   /s/ Stephen DaRe
      ------------------------                     ------------------------
      Stephen DaRe                                 Stephen DaRe
      Chief Financial Officer                      Chief Financial Officer

PSYCH SYSTEMS OF MANHATTAN, INC.,            AMERICAN PSYCH SYSTEMS OF PUERTO
A New York corporation                        RICO, INC., A PUERTO RICO
                                              CORPORATION


By:   /s/ Stephen DaRe                       By:   /s/ Stephen DaRe
      ------------------------                     ------------------------
      Stephen DaRe                                 Stephen DaRe
      Chief Financial Officer                      Chief Financial Officer


                              SIGNATURE PAGE 3 of 3
<PAGE>

                                                                [EXECUTION COPY]

                                                        EXHIBIT A --FORM OF NOTE

      THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE
      SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF
      EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
      APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE
      REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS.

      THIS NOTE IS SUBJECT TO A SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED
      AS OF SEPTEMBER 15, 2000 (THE "INTERCREDITOR AGREEMENT"), AMONG
      CANPARTNERS INVESTMENTS IV, LLC, PSYCH SYSTEMS HOLDINGS, INC., AMERICAN
      PSYCH SYSTEMS HOLDINGS, INC., AND BANK OF AMERICA, N.A. THIS NOTE IS
      SUBORDINATED IN RIGHT AND TIME OF PAYMENT TO THE PRIOR PAYMENT IN FULL IN
      CASH OF ALL SENIOR DEBT (AS DEFINED THEREIN) IN ACCORDANCE WITH, AND TO
      THE EXTENT SPECIFIED IN, SUCH INTERCREDITOR AGREEMENT AND EACH HOLDER OF
      THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE
      TERMS AND PROVISIONS OF SUCH INTERCREDITOR AGREEMENT. THIS NOTE IS ALSO
      SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE INTERCREDITOR
      AGREEMENT.

                          PSYCH SYSTEMS HOLDINGS, INC.,

                                     Issuer

                  15% SENIOR SUBORDINATED SECURED NOTE DUE 2004

                                                               No. [_____][Date]
$7,500,000

            FOR VALUE RECEIVED, the undersigned, PSYCH SYSTEMS HOLDINGS, INC., a
Delaware corporation (the "ISSUER") hereby promises to pay to Canpartners
Investments IV, LLC, a California limited liability company, or registered
assigns, the principal sum of SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS on
June 15, 2004, with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid balance thereof at the rate of 1.25% per month
from the date hereof, payable monthly, on the first day of each month of each
year commencing on October 1, 2000, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law on any overdue payment
(including any overdue prepayment) of principal and any overdue payment of
interest (as defined in the Agreement referred to below), payable monthly as
aforesaid (or, at the option of the registered Holder hereof, on demand), at a
rate per annum from time to time equal to the 17.5%; provided, however, that if
the Issuer is prohibited from paying all or any portion of a cash interest
payment pursuant to the Intercreditor Agreement, the Issuer shall issue a note
for such


                                      A-1
<PAGE>

                                                                [EXECUTION COPY]

unpaid interest on the same terms and conditions of this Note (except that
interest accruing under such note shall not be payable in cash until the Senior
Debt Termination Date).

            This Note is one of a duly authorized issue of Notes of the Issuer
issued pursuant to the Note and Stock Purchase Agreement dated as of September
15, 2000 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "AGREEMENT"), among Issuer, the Guarantors From
Time To Time Party Thereto, the Purchasers From Time To Time Party Thereto, and
Canpartners Investments IV, LLC, to which Agreement and all Agreements
supplemental thereto reference is hereby made for a statement of the respective
rights, thereunder of the Issuer and the Holders of the Notes. Pursuant to the
Agreement, the Holders of Notes are also entitled to the benefits of the
Security Documents (as defined in the Agreement). The terms of the Notes include
those stated in the Agreement. The Notes are subject to all such terms, and
holders are referred to the Agreement for a statement of such terms. Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
such terms in the Agreement.

            Payments of principal of and interest on this Note are to be made in
lawful money of the United States of America by the method and to the address or
account specified with respect to the holder hereof pursuant to Section 2.05 of
the Agreement.

            The Issuer hereby acknowledges and makes this Note a registered
obligation for United States withholding tax purposes. The Issuer shall be the
registrar for this Note (the "REGISTRAR") with full power of substitution. In
the event the Registrar becomes unable or unwilling to act as registrar under
this Note, the Issuer shall reasonably designate a successor Registrar. Each
Holder who is a foreign person, by its acceptance of this Note, hereby agrees to
provide the Issuer, for the benefit of the Issuer, with a completed Internal
Revenue Service Form W-8 (Certificate of Foreign Status) or a substantially
similar from for such Holder, participants or other affiliates who are holders
of beneficial interests in this Note. Notwithstanding any contrary provision
contained in this Note or any of the other Note Documents, neither this Note nor
any interests therein may be sold, transferred, hypothecated, participated or
assigned to any Person except upon satisfaction of the conditions specified in
this paragraph. Each Holder, by its acceptance of its Note(s), agrees to be
bound by the provisions of this paragraph and to indemnify and hold harmless the
Registrar against any and all loss or liability arising from the disposition by
such Holder of this Note or any interest therein in violation of this paragraph.
The Registrar shall keep at its principal executive office (or an office or
agency designated by it by notice to the last registered Holder) a ledger, in
which, subject to such reasonable regulations as it may prescribe, but at its
expense (except as specified below), it shall provide for the registration and
transfer of this Note. No sale, transfer, hypothecation, participation or
assignment of this Note or any interest herein shall be effective for any
purpose until it shall be registered on the books of the Registrar to be
maintained for such purpose. The Registrar shall record the transfer of this
Note on the books maintained for this purpose upon receipt by the Registrar at
the office or agency designated by the Registrar of (a) a written assignment of
this Note (or the applicable interest therein), (b) funds sufficient to pay any
transfer taxes payable upon the making of such transfer as well as the cost of
reviewing the documents presented to the Registrar, and (c) such evidence of due
execution as the Registrar shall reasonably require. The


                                      A-2
<PAGE>

                                                                [EXECUTION COPY]

Registrar shall record the transfer of this Note on the books maintained for
such purpose at the cost and expense of the assignee.

            This Note is subject to prepayment, in whole or from time to time in
part, at the times and on the terms specified in the Agreement, but not
otherwise.

            Issuer, for itself and its successors and assigns, hereby: (i)
waives demand, presentment for payment, notice of nonpayment, protest, notice of
protest, notice of intent to accelerate, notice of acceleration and all other
notice, filing of suit and diligence in collecting this Note or enforcing any of
its remedies, (ii) agrees that Holder shall not be required first to institute
suit or exhaust its remedies hereon against Issuer or others liable or to become
liable hereon or to enforce its rights against them and (iii) consents to any
extension or postponement of time of payment of this Note and to any other
indulgence with respect hereto without notice thereof to Issuer. This Note, and
the terms, conditions and provisions hereof, may not be changed, modified,
amended or terminated except as provided in the Agreement.

            If an Event of Default, as defined in the Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become due
and payable in the manner, at the price and with the effect provided in the
Agreement.

            This Note shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

            Notwithstanding anything to the contrary contained elsewhere in this
Note or in any other Note Document, the Issuer and the Holder of this Note
hereby agree that all agreements among them under this Note and the other Note
Documents, whether now existing or hereafter arising and whether written or
oral, are expressly limited so that in no contingency or event whatsoever shall
the amount paid, or agreed to be paid, to such Holder for the use, forbearance,
or detention of the money loaned to the Issuer and evidenced hereby or thereby
or for the performance or payment of any covenant or obligation contained herein
or therein, exceed the Highest Lawful Rate. If due to any circumstance
whatsoever, fulfillment of any provisions of this Note or any of the other Note
Documents at the time performance of such provision shall be due shall exceed
the Highest Lawful Rate, then, automatically, the obligation to be fulfilled
shall be modified or reduced to the extent necessary to limit such interest to
the Highest Lawful Rate, and if from any such circumstance such Holder should
ever receive anything of value deemed interest by Governing Law which would
exceed the Highest Lawful Rate, such excessive interest shall be applied to the
reduction of the principal amount then outstanding hereunder or on account of
any other then outstanding Obligations and not to the payment of interest, or if
such excessive interest exceeds the principal unpaid balance then outstanding
hereunder and such other then outstanding Obligations, such excess shall be
refunded to the Issuer. All sums paid or agreed to be paid to such Holder for
the use, forbearance, or detention of the Obligations and other Indebtedness of
the Issuer to the Holders, to the extent permitted by Governing Law, shall be
amortized, prorated, allocated and spread


                                      A-3
<PAGE>

                                                                [EXECUTION COPY]

throughout the full term of such Indebtedness, until payment in full thereof, so
that the actual rate of interest on account of all such Indebtedness does not
exceed the Highest Lawful Rate throughout the entire term of such Indebtedness.
For purposes of this paragraph, "HIGHEST LAWFUL RATE" means, at any given time
during which any Obligations shall be outstanding hereunder, the maximum
nonusurious interest rate that at any time or from time to time may be
contracted for, taken, reserved, charged or received on the Obligations, under
the laws of the State of New York (or the law of any other jurisdiction whose
laws may be mandatorily applicable notwithstanding other provisions of this Note
and the other Note Documents), or under applicable federal laws which may
presently or hereafter be in effect and which allow a higher maximum nonusurious
interest rate than under the laws of the State of New York (or such other
jurisdiction's law), in any case after taking into account, to the extent
permitted by Governing Law, any and all relevant payments or charges under this
Note and any other Note Documents executed in connection herewith, and any
available exemptions, exceptions and exclusions. The terms and provisions of
this paragraph shall control every other provision of this Note and all
agreements among the Obligors and such Holder.


                                      A-4
<PAGE>

                                                                [EXECUTION COPY]

            IN WITNESS WHEREOF, the Issuer has executed this Note on the date
first written above.

                              PSYCH SYSTEMS HOLDINGS, INC.,
                             a Delaware corporation


                              By:
                                    ------------------------
                                    Stephen DaRe
                                    Chief Financial Officer


                                      A-5