<PAGE>


                                                                  EXHIBIT 10.15







                      BEHAVIORAL HEALTH SERVICES AGREEMENT

                                      Among

                     PRINCIPAL BEHAVIORAL HEALTH CARE, INC.,

                          AMERICAN PSYCH SYSTEMS, INC.,

                           PRINCIPAL HEALTH CARE, INC.

                                       and

           THE LISTED HMO SUBSIDIARIES OF PRINCIPAL HEALTH CARE, INC.


                               September 26, 1997


<PAGE>




1

                                TABLE OF CONTENTS

1.    DEFINITIONS............................................................1

2.    COVERED PERSON ELIGIBILITY FOR MHSA SERVICES AND COMPLIANCE WITH
      UNDERWRITING GUIDELINES................................................6
      2.1.  Eligibility of Members...........................................6
      2.2.  Compliance with Underwriting Guidelines..........................7

3.    IDENTIFICATION OF MHSA SERVICES AND COMMUNICATION......................7
      3.1.  MHSA Services under Benefit Contracts............................7
      3.2.  Identification of Mental Health and/or Substance Abuse
            Services under Benefit Contracts.................................7
      3.3.  Services Under This Agreement....................................8
      3.4.  Modifications to Covered Products................................8
      3.5.  Provider and Member Communications...............................8
      3.6.  Participating Provider Compliance................................9

4.    PBHC SERVICES..........................................................9
      4.1.  Transition of MHSA Services Commenced Prior to Effective
            Date.............................................................9
      4.2.  Network Development and Management..............................10
      4.3.  Geographic Access...............................................11
      4.4.  PBHC Triage of Care.............................................12
      4.5.  Provision of MHSA Services and UM Services......................12
      4.6.  Availability of In-Network MHSA Services........................13
      4.7.  Mixed Services..................................................13
      4.8.  Performance Standards...........................................14

5.    QUALITY MANAGEMENT AND REPORTING REQUIREMENTS AND MHSA LIAISON
      COMMITTEE.............................................................16
      5.1.  Quality Management and Other Programs...........................16
      5.2.  Reporting Requirements..........................................16
      5.3.  MHSA Liaison Committee..........................................17

6.    CLAIM ADMINISTRATION, BENEFIT ADMINISTRATION AND COVERAGE DISPUTES....18
      6.1.  Claim Administration............................................18
      6.2.  Benefit Administration..........................................19
      6.3.  Member Services.................................................19
      6.4.  Coverage Disputes with Members..................................19
      6.5.  Coverage Dispute Between PBHC, an HMO Subsidiary or an
            Affiliated Payor Regarding Members..............................20

7.    ADMINISTRATIVE SERVICES ONLY..........................................21
      7.1.  ASO Business Generally..........................................21
      7.2.  ASO Services....................................................21


                                       i

<PAGE>

      7.3.  Liability for Claim Decisions and Payment.......................21

8.    GOVERNMENT PRODUCTS...................................................22
      8.1.  Government Products Generally...................................22
      8.2.  Special Terms Relating to Governmental Programs.................22

9.    PAYMENT...............................................................22
      9.1.  Payments........................................................22
      9.2.  Annual Adjustments For Inflation................................23
      9.3.  Adjustments at First and Second Rate Resets.....................24
      9.4.  Financial Liability for MHSA Services...........................25
      9.5.  Payment In Full.................................................25
      9.6.  Member Protection Provision.....................................26
      9.7.  Coordination of Benefits and Subrogation for Capitated
            Members.........................................................26
      9.8.  Capitation Rates For Large Accounts.............................26
      9.9.  Actuarial Support For Capitation Rates..........................27

10.   EXCLUSIVITY, NON-COMPETITION..........................................27
      10.1. Exclusive Engagement............................................27
      10.2. Non-Competition.................................................29
      10.3. No Solicitation of PBHC Employees...............................29
      10.4. No Solicitation of PHC or HMO Subsidiary Employees..............29
      10.5. HMO Subsidiaries................................................30
      10.6. Operation of Business...........................................30

11.   INSURANCE AND INDEMNIFICATION.........................................31
      11.1. Insurance.......................................................31
      11.2. Indemnification.................................................31

12.   REGULATORY COMPLIANCE, FILING REQUIREMENTS AND NCQA REQUIREMENTS......32
      12.1. Regulatory Compliance...........................................32
      12.2. ERISA Compliance................................................32
      12.3. Regulatory Filings..............................................32
      12.4. NCQA Accreditation Compliance...................................32

13.   BOOKS AND RECORDS.....................................................34
      13.1. Maintenance of Patient Records..................................34
      13.2. Privacy of Records..............................................34
      13.3. Release of Records..............................................34
      13.4. Access to the Other Parties' Records............................34

14.   ARBITRATION AND RENEGOTIATION OF AGREEMENT............................35
      14.1. Arbitration Between HMO Subsidiaries or PHC and PBHC............35
      14.2. Renegotiation of this Agreement Due to a Significant Change
            of Circumstances................................................35


                                       ii

<PAGE>

      14.3. Renegotiation Procedure.........................................35

15.   TERM; TERMINATION.....................................................36
      15.1. Term............................................................36
      15.2. Termination.....................................................36
      15.3. Arbitration In Certain Events...................................38
      15.4. Effect of Termination...........................................39

16.   OTHER AGREEMENTS......................................................40
      16.1. APS Guarantee...................................................40
      16.2. Services........................................................40
      16.3. Commission for New Business.....................................40

17.   MISCELLANEOUS.........................................................41
      17.1. Amendment.......................................................41
      17.2. Assignment......................................................41
      17.3. Entire Agreement................................................41
      17.4. Relationship between the Parties................................41
      17.5. Termination of Members..........................................42
      17.6  Governing Law...................................................42
      17.7. Notices.........................................................42
      17.8. Confidentiality of Proprietary Information......................43
      17.9. Announcements...................................................43
      17.10 Attachments.....................................................43
      17.11 Headings; Certain Rules of Construction.........................43
      17.12 No Waiver.......................................................44
      17.13 Counterparts....................................................44
      17.14 Other Definitional Provisions...................................44

                                                                            Page


                                      iii

<PAGE>

ATTACHMENT                                                       REFERENCE
----------                                                       ---------

A          Original HMO Subsidiaries                             Preamble
B          HMO Subsidiary Capitation Rates and ASO Fees        ss. 1
C          Exclusions From MHSA Services Addendum              ss. 1
D          Performance Standards                               ss. 1
E          Mixed Services Addendum                             ss. 4.7
F          Funding Procedures                                  ss. 6.1.3
G          Governmental Programs                               ss. 8.1
H          Materials Containing Name                           ss. 17.2.2


                                       iv

<PAGE>

                      BEHAVIORAL HEALTH SERVICES AGREEMENT


      THIS BEHAVIORAL HEALTH SERVICES AGREEMENT (this "AGREEMENT") is entered
into as of September 26, 1997 (the "EFFECTIVE DATE"), by and among Principal
Behavioral Health Care, Inc. an Iowa corporation ("PBHC"), American Psych
Systems, Inc., a Delaware corporation ("APS"), Principal Health Care Inc., an
Iowa corporation ("PHC"), and each of PHC's health maintenance organization
subsidiaries listed on ATTACHMENT A (individually, an "ORIGINAL HMO SUBSIDIARY"
and collectively, "ORIGINAL HMO SUBSIDIARIES").

      WHEREAS, APS agreed to purchase all of the issued and outstanding stock of
PBHC (the "PBHC Stock') from PHC pursuant to a Stock Purchase Agreement dated as
of September 26, 1997 (the "STOCK PURCHASE AGREEMENT") and the Stock Purchase
Agreement contemplates the execution and delivery of this Agreement;

      WHEREAS, this Agreement replaces and supersedes the Mental Health Services
Agreement dated April 1 1994 between PBHC (when it was a wholly owned subsidiary
of PHC) and PHC, as amended (the "PRIOR AGREEMENT") under which PBHC provided
capitated managed mental health care benefits to Capitated Members covered by
Benefit Contracts sponsored by the HMO Subsidiaries; and

      WHEREAS, a substantial portion of the value to APS of purchasing the PBHC
Stock pursuant to the Stock Purchase Agreement is in continuing to provide
benefits to such Capitated Members under this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

1.    DEFINITIONS

      "ACCREDITING BODIES" means health care accrediting bodies of nationally
recognized standing utilized by PHC or the HMO Subsidiaries and those
accrediting bodies required by applicable law.

      "ADMINISTRATIVE SERVICES ONLY" or "ASO SERVICES" means the administrative
services that PBHC has agreed to perform under this Agreement with respect to
ASO Members. As contemplated in SECTION 7, ASO Services may include
administration of claims for MHSA Services, UM Services, and such other services
as to which PBHC and the applicable HMO Subsidiary have agreed.

      "AFFILIATED PAYOR" means an entity or person (other than an HMO
Subsidiary) that (a) is financially responsible for payment of claims for MHSA
Services and (b) is authorized by an HMO Subsidiary to access ASO Services
pursuant to the terms of this Agreement.


                                       1
<PAGE>

      "ASO CONTRACT" means the agreement between an Affiliated Payor and an HMO
Subsidiary pursuant to which Affiliated Payor retains financial responsibility
for Covered Services (including MHSA Services) and the HMO Subsidiary provides
Administrative Services Only.

      "ASO FEES" means the per Member per month or other fee that an HMO
Subsidiary shall pay PBHC on behalf of the applicable Affiliated Payor for
providing ASO Services hereunder. The applicable ASO Fees shall be set forth in
the appropriate ATTACHMENT B attached hereto or as provided in Section 7.1.

"ASO MEMBER" means a Member under a Benefit Contract where the Affiliated Payor
has retained financial responsibility for MHSA Services and PBHC is providing
Administrative Services Only.

      "BENEFIT CONTRACT" means (i) a written agreement between an HMO Subsidiary
and an Enrolling Unit or individual participant under which such HMO Subsidiary
provides for, or contracts to administer, health care services, including MHSA
Services, to Members or (ii) a written agreement between an Affiliated Payor and
the Affiliated Payor's employees or dependents under which the Affiliated Payor
agrees to arrange for the provision of health care services, including MHSA
Services, to such employees or dependents.

      "BUSINESS VALUER" means an investment banking firm of internationally
recognized standing jointly selected by PHC and APS, provided that if PHC and
APS are unable to agree on the Business Valuer, then each of PHC and APS shall
designate such an investment banking firm and the Business Valuer shall be an
investment banking firm of internationally recognized standing jointly selected
by the investment banking firms so designated by each of PHC and APS.

      "CAPITATED BENEFICIARY ADJUSTMENT" shall have the meaning set forth in the
Stock Purchase Agreement.

      "CAPITATED MEMBER" means a Member with respect to whom PBHC has assumed
financial responsibility for MHSA Services in accordance with the terms of this
Agreement. Capitated Members include Members in non-governmental Enrolling Units
as well as Medicare Members, Medicaid Members, and Members in other government
sponsored Enrolling Units.

      "CAPITATION PAYMENT" means the amount that each HMO Subsidiary shall pay
to PBHC per month for all Capitated Members of that HMO Subsidiary. The
Capitation Payment for an HMO Subsidiary for any month shall be equal to the
applicable Capitation Rate multiplied by the number of Capitated Members
enrolled during that month under Benefit Contracts issued by that HMO
Subsidiary.

      "CAPITATION RATE" means the amount an HMO Subsidiary shall pay to PBHC for
each Capitated Member per month, as specified in ATTACHMENTS B1-11 or the
appropriate Product Identification Form, as the case may be. As specified on the
appropriate ATTACHMENT B or PIF,


                                       2
<PAGE>

the Capitation Rate shall vary depending on the design of the applicable benefit
plan (e.g., point-of-service option, level of Deductible and Copayment).

      "CHANGE OF CONTROL TRANSACTION" shall have the meaning ascribed to such
term in the Stock Purchase Agreement.

      "COINSURANCE" means the percentage amount a Member is required to pay for
certain MHSA Services in accordance with the Member's Benefit Contract.

      "COMPLETED CLAIM" means a claim for payment for Covered Services submitted
by an MHSA Provider, a non-MHSA Provider when authorized by PBHC, or a Member
(in the case of Out-of-Network Services) which is complete and accurate in all
respects and raises no issue with respect to responsibility for payment of the
claim.

      "COPAYMENT" means a fixed dollar payment made by a Member at the time MHSA
Services are rendered through an MHSA Provider in accordance with the terms of
the Member's Benefit Contract.

      "COVERED PRODUCTS" means (i) Products involving MHSA Services covered by a
Benefit Contract on the Effective Date, (ii) Products involving MHSA Services
(other than those referred to in clause (i)) within the "commercial line of
business" of any HMO Subsidiary, such as traditional HMO and POS Plans (other
than those POS Plans constituting a New Line of Business), from time to time
offered after the Effective Date by any HMO Subsidiary, (iii) Products involving
MHSA Services which constitute a New Line of Business and which are incorporated
into this Agreement pursuant to SECTION 10.1.3 and (iv) modifications to any of
the Products referred to in clause (i), (ii) or (iii) incorporated into this
Agreement pursuant to SECTION 3.4.

      "COVERED SERVICES" means those Medically Necessary health care services,
covered by the Member's Benefit Contract. PBHC acknowledges that Covered
Services are subject to amendment when the underlying Benefit Contracts are
amended, provided that any such amendments shall be subject to compliance with
SECTION 3.4 and SECTION 14.3.

      "DEDUCTIBLE" means the annual amount of charges for Covered Services, as
provided in the Member's Benefit Contract, which such Member is required to pay
in advance of any coverage for Covered Services.

      "EMERGENCY" shall have the meaning ascribed to such term in the applicable
Benefit Contract or as otherwise required under applicable Law.

      "ENROLLING UNIT" means the employer or other group to whom an HMO
Subsidiary issued a Benefit Contract that covers Capitated Members.

      "ERISA" means the Employee Retirement Income Security Act of 1974 and all
rules and regulations promulgated thereunder, each as amended or supplemented.


                                       3
<PAGE>

      "HMO SUBSIDIARY" means any Original HMO Subsidiary and any licensed health
maintenance organization that hereafter becomes a PHC Acquired Person and which
becomes a party to this Agreement pursuant to SECTION 10.5.2.

      "IN-NETWORK MHSA SERVICES" means the MHSA Services that (i) are provided
to a Member in the Service Area by an MHSA Provider or by a non-MHSA Provider
upon referral authorized by PBHC in the event the MHSA Services are not
available from an MHSA Provider or (ii) are performed in an Emergency and for
which PBHC is financially liable pursuant to SECTION 4.5.4.

      "MEDICAID MEMBER" means a Member under a state Medicaid program that has
contracted with an HMO Subsidiary to administer Covered Services under such
Medicaid program.

      "MEDICAL DIRECTOR" means the physician Licensed to practice medicine who
is appointed by PBHC, PHC, or an HMO Subsidiary, as the case may be, to
coordinate and monitor quality assurance and utilization management
responsibilities.

      "MEDICALLY NECESSARY" shall have the meaning ascribed to such term in the
applicable Benefit Contract or as otherwise required under applicable law.

      "MEDICARE MEMBER" means a Member under the federal Medicare Program, that
has contracted with an HMO Subsidiary to administer Covered Services under such
Medicaid program.

      "MEMBER" means an individual or any of his/her eligible dependents who is
enrolled under a Benefit, Contract. A Member may be a Capitated Member, an ASO
Member, a Medicaid Member or a Medicare Member.

      "MHSA PROVIDER" means a credentialed behavioral health care professional
or facility that has a Participation Agreement with PBHC in effect.

      "MHSA SERVICES" means the Medically Necessary mental health and substance
abuse services and supplies that (i) are Covered Services under a Member's
Benefit Contract, (ii) are offered as part of Covered Products and (iii) are not
listed in ATTACHMENT C.

      "NETWORK DEVELOPMENT AND MANAGEMENT" means a process of entering into or
obtaining access to agreements with MHSA Providers to provide services to
individuals, and continuing or terminating such agreements or access to such
agreements. Network Development and Management shall also include, among other
things, provider credentialing and training, quality management, risk
management, and oversight of services provided by MHSA Providers.

      "NEW LINE OF BUSINESS" means new Products from time to time offered after
the Effective Date by any HMO Subsidiary (including any Operating Unit thereof),
including, without limitation, Governmental Programs (other than those
constituting Covered Products pursuant to clause (i) of the definition thereof)
and Products offered to individual participants


                                       4
<PAGE>

(other than COBRA or conversion policies), but excluding Products within the
commercial line of business of any such HMO Subsidiary.

      "OPERATING UNIT" means a division or unit of an HMO Subsidiary, which
provides or arranges for Covered Services in a defined Service Area. For
example, PHC of Florida, Inc., a licensed health maintenance organization, has
five separately identified Operating Units as identified on ATTACHMENT A, that
provide or arrange for the provision of Covered Services to Members in separate
Service Areas.

      "ORIGINAL HMO SUBSIDIARY" and "ORIGINAL HMO SUBSIDIARIES" each shall have
the meaning ascribed to such terms in the preamble; provided that following any
Change of Control Transaction with respect to any Original HMO Subsidiary, such
Original HMO Subsidiary shall cease to be an Original HMO Subsidiary for any
purpose; provided further that, unless this Agreement is terminated as to such
HMO Subsidiary pursuant to Section 15.2.6(b) in connection with such Change of
Control Transaction, such Original HMO Subsidiary shall continue to be an HMO
Subsidiary for all purposes.

      "OUT-OF-AREA MHSA SERVICES" means MHSA Services that are (a) provided to a
Member outside the Service Area of the HMO Subsidiary under which such Member is
covered, and (b) (i) provided in connection with an Emergency or other urgent
circumstance where access to an MHSA Provider is not reasonably possible or (ii)
are pre-approved by PBHC pursuant to SECTION 4.5.4.

      "OUT-OF-NETWORK MHSA SERVICES" means MHSA Services that are (a) provided
to a Members who is covered under a Point-of-Service Plan, (b) Covered Services
under such Point-of-Service Plan, and (c) provided by a mental health and/or
substance abuse provider who is not an MHSA Provider (other than where a
non-MHSA Provider is specifically authorized by PBHC to provide Covered Services
as In-Network MHSA Services to such Member).

      "PARTICIPATING PROVIDER" means a health care professional or facility that
has a written agreement in effect with an HMO Subsidiary to provide health care
services to Members.

      "PARTICIPATION AGREEMENT" means an agreement between PBHC and each MHSA
Provider pursuant to which such MHSA Provider has agreed to provide MHSA
Services to Members.

      "PERFORMANCE STANDARDS" means the standards for performance of MHSA
Services and UM Services set forth in ATTACHMENTS D-L AND D-2. The Performance
Standards consist of "Goal Standards" as specified on ATTACHMENT D-1 and
"Termination Standards" as specified on ATTACHMENT D-2.

      "PHC ACQUIRED PERSON" means any health maintenance organization, operating
unit of' a health maintenance organization or a "book of business" consisting of
groups of members receiving mental health care coverage under benefit contracts,
in any case hereafter acquired by PHC or any direct or indirect subsidiary of
PHC, including any HMO Subsidiary.


                                       5
<PAGE>

      "POINT-OF-SERVICE PLAN" or "POS PLAN" means a Product that allows its
Members to self-refer to MHSA Providers or non-MHSA Providers without the
necessity of a referral from PBHC.

      "PRE-EFFECTIVE DATE IBNR" means amounts payable to or on behalf of Members
under any Benefit Contract for MHSA Services provided prior to the Effective
Date.

      "PRODUCT" means any contract, arrangement, governmental program, or other
Benefit Contract from time to time offered by an HMO Subsidiary to provide
Covered Services to Members, as such contract, arrangement, governmental
program, or other Benefit Contract may be amended from time to time subject to
SECTION 3.4 and SECTION 14.3.

      "PRODUCT IDENTIFICATION FORM" or "PIF" means a schedule that has been
signed by PHC or the applicable HMO Subsidiary and PBHC and that identities for
each Product the applicable MHSA Services; and, for new and modified Products,
pursuant to SECTION 3.4, the applicable Capitation Rate.

      "SERVICE AREA" means, as to an HMO Subsidiary, the geographic area for
that HMO Subsidiary that has been approved by the appropriate state licensing
agency and/or Department of Insurance for the purpose of marketing its Products.

      "UTILIZATION MANAGEMENT SERVICES" or "UM SERVICES" means a system of
reviewing a Member's MHSA Services to facilitate the continuity, cost
effectiveness and appropriateness of care, including clinical triage, referral,
prior authorization, concurrent review and discharge planning. UM Services shall
be performed in a manner consistent with applicable Utilization Management
standards adopted by the HMO Subsidiary in which the Member is enrolled.


2.    COVERED PERSON ELIGIBILITY FOR MHSA SERVICES AND COMPLIANCE WITH
      UNDERWRITING GUIDELINES

      2.1. ELIGIBILITY OF MEMBERS.

           2.1.1. VERIFICATION OF ELIGIBILITY. Each HMO Subsidiary shall provide
PBHC with eligibility information regarding Members by either: (a) direct
computer linkage or dial-in access or (b) a computer tape or other mutually
acceptable electronic media provided (i) at least monthly showing information
regarding eligibility as to all Members and (ii) at least weekly showing
additions or deletions to such monthly reports. The eligibility information
shall be prepared and provided to PBHC at the applicable HMO Subsidiary's
expense. PBHC shall treat the information received under this Section as
confidential and shall not distribute or furnish such information to any other
person or entity, except as necessary, pursuant to PHC's standard practices to
provide the services PBHC is required to provide under this Agreement.

            2.1.2. IDENTIFICATION CARDS. In the event that an HMO Subsidiary or
other Affiliated Payor issues or arranges for the issuance of identification
cards, the applicable HMO Subsidiary or Affiliated Payor shall use commercially
reasonable efforts to ensure that the


                                       6
<PAGE>

identification card states the toll-free telephone number established by PBHC in
accordance with SECTION 4.4.

            2.1.3. RETROACTIVE ADJUSTMENTS OF ELIGIBILITY. PBHC acknowledges
that there will be retroactive adjustments to the eligibility of individuals as
Members and that the HMO Subsidiaries are not able to control such adjustments.
Notwithstanding the above, the parties agree that PBHC shall not be financially
liable for any claims for mental health and/or substance abuse services related
to such retroactive adjustments of greater than 90 days unless a longer period
is mandated by applicable state or federal law or the terms of the applicable
Benefit Contract. The maximum period for retroactive eligibility adjustments
with respect to MHSA Services shall be no longer than the retroactive enrollment
period for medical/surgical Covered Services, unless otherwise required by law,
If a retroactive deletion of greater than 90 days is permitted hereunder and
made with respect to any Member, PBHC shall reimburse the applicable HMO
Subsidiary for any Capitation Payments received by it with respect to periods
prior to such 90 days.

      2.2.  COMPLIANCE WITH UNDERWRITING GUIDELINES.

            PHC or the applicable HMO Subsidiary, as the case may be, shall
notify PBHC of any material deviation from the HMO Subsidiary's underwriting
guidelines as applied to any Enrolling Unit's mental health and substance abuse
services. Any such deviation shall be subject to SECTION 3.4 and SECTION 14.3.

3.    IDENTIFICATION OF MHSA SERVICES AND COMMUNICATION

      3.1.  MHSA SERVICES UNDER BENEFIT CONTRACTS.

            The applicable Benefit Contract is the exclusive agreement between
the applicable HMO Subsidiary or other Affiliated Payor and Members regarding
the benefits, exclusions and other conditions for coverage for MHSA Services.
This Agreement is not intended nor shall it be deemed or construed to modify the
contractual obligations of any HMO Subsidiary or other Affiliated Payor to a
Member as established by an HMO Subsidiary's or the Affiliated Payor's Benefit
Contract.

      3.2   IDENTIFICATION OF MENTAL HEALTH AND/OR SUBSTANCE ABUSE SERVICES
            UNDER BENEFIT CONTRACTS.

            3.2.1 Subject to SECTION 3.4 with respect to modifications of
existing Benefit Contracts, PBHC shall be responsible for administering MHSA
Services to Members in accordance with their respective Benefit Contracts. An
HMO Subsidiary or an Affiliated Payor may elect to provide coverage for mental
health and/or substance abuse services that are not MHSA Services, as defined In
this Agreement, in which case the HMO Subsidiary or other Affiliated Payor shall
be financially responsible for such services pursuant to SECTION 3.3. Any
disputes as to coverage shall be resolved as provided in SECTION 6.4 OR 6.5, as
applicable.


                                       7
<PAGE>

            3.2.2. PHC or an HMO Subsidiary may request PBHC's advice regarding
the mental health and substance abuse services which PBHC believes should be
covered or excluded under the Benefit Contracts and as to how the MHSA Services
and exclusion to Covered Services should be described, but the final
determination regarding the identification and description of the MHSA Services
shall be solely that of the applicable HMO Subsidiary. PBHC shall have the right
to review (but not to approve) any new description or revision of the
description of MHSA Services in the Benefit Contracts.

      3.3.  SERVICES UNDER THIS AGREEMENT.

            3.3.1. This Agreement is the exclusive agreement between PHC, each
HMO Subsidiary and PBHC regarding the rights, responsibilities, and other
conditions for the provision and payment of MHSA Services, ASO Services, and/or
UM Services.

            3.3.2. In the event an HMO Subsidiary or an Affiliated Payor,
pursuant to SECTION 3.2, elects to offer coverage for mental health and/or
substance abuse services that are not MHSA Services, for whatever reason,
including an HMO Subsidiary's or an Affiliated Payor's decision to provide
extra-contractual benefits, the HMO Subsidiary or the Affiliated Payor shall be
financially responsible for the cost of providing or arranging for such mental
health and/or substance abuse services. PBHC may provide or arrange for the
requested services and the HMO Subsidiary or Affiliated Payor shall pay PBHC
according to a mutually agreed upon fee schedule for services provided by MHSA
Providers or non-MHSA Providers for such services arranged for by PBHC.

      3.4.  MODIFICATIONS TO COVERED PRODUCTS.

            Each HMO Subsidiary shall notify PBHC in writing as soon as
practicable but in no event later than 30 days prior to the effectiveness of any
modification to an existing Covered Product or the effectiveness of a new
Covered Product. In the event an HMO Subsidiary or an Affiliated Payor modifies
the terms of any of its Covered Products or develops a new Covered Product,
where such modification or new Covered Product is deemed by an HMO Subsidiary,
an Affiliated Payor or PBHC to be a material change to the obligations of PBHC
under this Agreement or the pricing assumptions used in establishing the
Capitation Rate (a "Material Change"), the provision of or arrangement for MHSA
Services and/or UM Services related to such modification may be included under
this Agreement in accordance with SECTION 14.3. Following successful negotiation
in accordance with SECTION 14.3, the applicable HMO Subsidiary shall prepare a
PIF and it shall be signed by an authorized representative of the HMO Subsidiary
and PBHC as soon as reasonably possible. Upon signature and delivery of the PIF,
the new or modified Covered Product shall be incorporated into this Agreement
without further compliance with SECTION 17.1. In the event an HMO Subsidiary or
an Affiliated Payor modifies the terms of any of its Covered Products or
develops a new Covered Product, where such modification or new Covered Product
is not deemed to result in a Material Change as aforesaid, the provision of or
arrangement for MHSA Services and/or UM Services related thereto shall be
included under this Agreement without any further action of the parties hereto.

      3.5.  PROVIDER AND MEMBER COMMUNICATIONS.


                                       8
<PAGE>

            3.5.1 MEMBERS. PBHC, with cooperation from PHC and the HMO
Subsidiaries, shall develop the content of materials regarding PBHC and MHSA
Services to be periodically sent to Members.

            (a)   PHC and/or the applicable HMO Subsidiary shall be responsible
for printing and distributing such materials, at their own expense, to Members
if (i) PHC requested PBHC to prepare such material or (ii) such material will be
incorporated in general Member materials the HMO Subsidiary will distribute to
Members.

            (b)   PBHC shall be responsible for printing and distributing such
materials, at PBHC's expense, to Members if PBHC requests or initiates the
Member communication separately from ordinary Member communications by the HMO
Subsidiaries and the materials relate only to MHSA Services. Such materials
shall be subject to the applicable HMO Subsidiary's approval (not to be
unreasonably withheld or delayed). Such materials, once developed, may be used
by the HMO Subsidiaries to communicate to Members, unless PBHC requests that
they cease being used.

            3.5.2. PARTICIPATING PROVIDERS. The HMO Subsidiaries shall develop
materials regarding PBHC and MHSA Services to be periodically sent to
Participating Providers, which materials are subject to PBHC's approval (not to
be unreasonably withheld or delayed). Such materials, once developed, may be
used by the HMO Subsidiaries to communicate to Participating Providers and
Members, unless PBHC requests that they cease to be used. The respective HMO
Subsidiaries shall be responsible for producing and distributing, at their own
expense, such materials to Participating Providers and Members.

            3.5.3. MHSA PROVIDERS. PBHC shall develop materials regarding MHSA
Services to be periodically sent to MHSA Providers, including, without
limitation, materials designed to provide Network Development and Management and
to support Member education and service, which materials are subject to PHC's
approval. PBHC shall be responsible for producing and distributing such
materials to MHSA Providers at PBHC's expense.

      3.6.  PARTICIPATING PROVIDER COMPLIANCE.

      In an effort to support PBHC's efforts under this Agreement, each HMO
Subsidiary shall use their respective commercially reasonable efforts to cause
Participating Providers to cooperate with PBHC with respect to PBHC's roles and
responsibilities pursuant to this Agreement.

4.    PBHC SERVICES

      4.1.  TRANSITION OF MHSA SERVICES COMMENCED PRIOR TO EFFECTIVE DATE.

            4.1.1. TRANSITION GENERALLY. PBHC, PHC, and the HMO Subsidiaries
agree to work together in good faith to ensure a smooth and effective transition
from the Prior Agreement to this Agreement.


                                       9
<PAGE>

            4.1.2. OUTPATIENT SERVICES. Capitated Members who have commenced a
treatment plan with or through PBHC prior to the Effective Date, shall be
authorized by PBHC to continue the treatment plan with the same provider for a
specific number of sessions (not to exceed five sessions) in order to complete
the treatment or to move the provision of services to a MHSA Provider. PBHC
shall be financially responsible for MHSA Services provided to such capitated
Members on or after the Effective Date. PHC shall arrange for PBHC to receive a
list of such Capitated Members (to the extent known to PHC) on or before the
Effective Date.

            4.1.3. INPATIENT SERVICES. PBHC shall be financially responsible for
providing, arranging for the provision of, or paying for mental health and/or
substance abuse services that a Member receives on a continuing inpatient basis
that commences on or after the Effective Date of this Agreement. PBHC shall not
be financially responsible for providing, arranging for the provision of, or
paying for mental health and/or substance abuse services that a Member is
receiving on a continuing inpatient basis on the Effective Date of this
Agreement. The applicable HMO Subsidiary or PHC, as the case may be, shall
retain financial responsibility for such cases until discharge to routine
outpatient care, following which PBHC shall be financially responsible for such
services in accordance with this Agreement. PBHC shall provide UM Services and
other ASO Services with respect to such inpatient care in accordance with the
terms and conditions of the applicable Member's Benefit Contract.

            4.1.4. OUT-OF-NETWORK MHSA SERVICES. HMO Subsidiaries or PHC, as the
case may be, shall retain financial responsibility for Out-of-Network MHSA
Services provided to Capitated Members prior to the Initial Reset Date. PHC or
the applicable HMO Subsidiary shall fund any claims for Out-of-Network MHSA
Services incurred prior to the Initial Reset Date in the manner described in
SECTION 6.1.3 and ATTACHMENT F for funding claims payments under ASO Contract.
After the Initial Reset Date, financial responsibility for Out-of-Network MHSA
Services (including Louisiana Out-of-Network Services if a mutually agreeable
adjustment to the applicable Capitation Rate is made with respect to such
services) shall be borne by PBHC.

            4.1.5. ADMINISTRATION OF PRE-EFFECTIVE DATE IBNR. Under the terms of
the Stock Purchase Agreement, PHC has retained financial responsibility for
payment of Pre-Effective Date IBNR claims, PHC may elect to administer the
Pre-Effective Date IBNR internally. However, in the event that PHC decides not
to administer thc Pre-Effective IBNR, PHC will obtain at least two bids from
third party administrators for the administration of Pre-Effective Date IBNR
claims. PHC shall offer PBHC an opportunity to perform such claims
administration for a fee equal to the lower of the two bids (taking into account
any set-up fees or similar charges included in the bid) PBHC shall then have 10
days to accept such offer in writing, failing which PBHC may accept either of
such two bids and, in such case, shall have no further obligation hereunder to
PBHC with respect thereto.

      4.2.  NETWORK DEVELOPMENT AND MANAGEMENT.

            4.2.1. MHSA PROVIDER NETWORK. PBHC shall contract with MHSA
Providers to provide MHSA Services to Members. PBHC shall arrange for MHSA
Providers as may be necessary to achieve the geographic access to MHSA Services
required by SECTION 4.3. PBHC shall use commercially reasonable efforts to align
its network of MHSA Providers with the


                                       10
<PAGE>

networks of medical/surgical providers established by the HMO Subsidiaries. An
HMO Subsidiary may recommend to PBHC that certain providers become MHSA
Providers. In no case shall this provision be construed to obligate PBHC to
contract with or make use of any particular health care facility or
professional, or, other than as specified in the next sentence, restrict or
prevent PBHC from doing so. The appropriate HMO Subsidiary shall have the right
to approve new MHSA Providers and to prohibit a MHSA Provider from providing
MHSA Services to Members. PBHC makes no representations or guarantees regarding
the continued availability of any MHSA Provider. Upon request by an HMO
Subsidiary, PBHC shall provide the HMO Subsidiary with a copy of PBHC's then
current generic provider agreements.

            4.2.2. PROVIDER CREDENTIALING. Each of the HMO Subsidiaries hereby
delegates to PBHC and PBHC hereby assumes responsibility for credentialing MHSA
Providers in accordance with credentialing protocols PBHC shall develop and to
which all professional MHSA Providers shall be subject. PBHC's credentialing
protocols shall be approved by PHC and the HMO Subsidiaries and shall comply
with the applicable requirements of the National Committee for Quality Assurance
("NCQA") or other Accrediting Bodies.

            4.2.3. SUBCAPITATION ARRANGEMENTS. PBHC acknowledges that the HMO
Subsidiaries may from time to time enter into subcapitation arrangements
covering health care services, including mental health and substance abuse
services, with provider sponsored networks (`Subcapitation Arrangements"). In
the event an HMO Subsidiary seeks to enter into a Subcapitation Arrangement, the
HMO Subsidiary shall notify PBHC at least 90 days prior to the proposed
effective date of such arrangement and shall use commercially reasonable efforts
to offer, on terms reasonably acceptable to the applicable HMO Subsidiary and
provider sponsored networks, PBHC an opportunity to provide or administer the
mental health/substance abuse component under such arrangement. PBHC may accept
or reject any such offer in its sole discretion. If PBHC is not engaged to
provide or administer the behavioral health component under any such
Subcapitation Arrangement, the applicable HMO Subsidiary may nevertheless enter
into such Subcapitation Arrangement and terminate this Agreement with respect to
the Capitated Members covered thereunder.

      4.3.  GEOGRAPHIC ACCESS.

            4.3.1. NETWORK CONFIGURATION. PBHC shall configure its network of
MHSA Providers as required by applicable law. Upon request by an HMO Subsidiary,
PBHC shall provide each HMO Subsidiary with current directories of MHSA
Providers in that HMO Subsidiary's Service Area. In the event an HMO Subsidiary
reasonably determines that there are not sufficient MHSA Providers to provide
MHSA Services to Members, an HMO Subsidiary shall notify PBHC of the alleged
deficiency and within 30 days, the HMO Subsidiary and PBHC shall meet to assess
the alleged deficiency, and if appropriate, develop a mutually satisfactory plan
of correction.

            4.3.2. SERVICE AREA MODIFICATION. HMO Subsidiary shall notify PBHC
in writing as soon as practicable but in no event later than 30 days prior to
any modification to its Service Area. In the event of any expansion to the
Service Area, PBHC shall arrange, as required under this Agreement, for MHSA
Providers in proportion to reasonably anticipated enrollment in


                                       11
<PAGE>

such expanded Service Area within 90 days of receiving notice of such Service
Area expansion, at which time the definition of Service Area in this Agreement
shall include such expansion without further compliance with SECTION 17.1.

      4.4.  PBHC TRIAGE OF CARE.

            A 24-hour toll-free telephone line shall be available for Members.
During regular business hours, services provided through such phone line shall
include referral of Members for required MHSA Services, and responding to Member
inquiries and questions regarding MHSA Services. Outside of regular business
hours, services provided through such phone line shall include crisis
intervention and referrals for Emergency MHSA Services. The services of an
appropriately qualified behavioral health care professional shall be available
through such telephone line.

      4.5.  PROVISION OF MHSA SERVICES AND UM SERVICES.

            4.5.1. GENERALLY. PBHC shall provide or arrange for the provision of
MHSA Services and UM Services to Members pursuant to this Agreement beginning on
the Effective Date.

            4.5.2. REVIEW OF MEDIAL NECESSITY. PBHC shall develop and apply
standards of Medical Necessity, appropriateness and efficiency which reflect
patterns of care found in established managed behavioral health care
environments and that are consistent with the applicable Benefit Contract. PBHC
shall involve an appropriately licensed behavioral health care professional
whenever rendering a recommendation that mental health and/or substance abuse
services that have been requested or for which payment has been requested are
not Medically Necessary consistent with the applicable Benefit Contract. In the
event of a dispute regarding whether requested services are Medically Necessary,
such dispute shall be resolved pursuant to SECTION 6.4, OR 6.5, as applicable.

            4.5.3. UM SERVICES GENERALLY. Each of the HMO Subsidiaries hereby
delegates to PBHC and PBHC hereby assumes responsibility for UM Services. PBHC
shall conduct such UM Services in accordance with protocols PBHC develops, which
protocols shall be approved by PHC and the HMO Subsidiaries. PBHC's protocols
for the provision of UM Services shall also comply with the applicable
requirements of NCQA or other Accrediting Bodies.

            4.5.4. AUTHORIZATION OF MHSA SERVICES. PBHC shall have the right to
determine, consistent with the applicable Benefit Contract, the level and extent
of MHSA Services which are appropriate for the treatment of Members, including
whether MHSA Services shall be rendered on an inpatient or an outpatient basis.
PBHC shall have the right to require Members to receive In-Network MHSA Services
from MHSA Providers when such care can be provided consistent with the standards
of practice set forth in this SECTION 4.5, the applicable Benefit Contract and
the Performance Standards set forth in SECTION 4.8 and ATTACHMENT D. Except in
the case of MHSA Services rendered in an Emergency, or as otherwise required
under this Agreement or as agreed to by PBHC in writing, PBHC shall not in any
way be financially or otherwise responsible for providing, arranging or paying
for any mental health and/or substance


                                       12
<PAGE>

abuse services PBHC has not authorized (unless such lack of authorization
resulted from an MHSA Provider not adhering to the referral and authorization
requirements of PBHC), provided, however, that in the event of an Emergency PBHC
shall not be liable for any continued MHSA Services unless PBHC is notified
within the period specified in the applicable Benefit Contract after the
Emergency MHSA Services were commenced and PBHC authorizes continued MHSA
Services.

            4.5.5. EFFECT OF UM SERVICES. PBHC shall use reasonable efforts to
advise MHSA Providers that its utilization management is a recommendation of
Medical Necessity only and not a confirmation of eligibility and/or benefit
coverage.

      4.6.  AVAILABILITY OF IN-NETWORK MHSA SERVICES.

            PBHC shall use commercially reasonable efforts to comply with the
following standards in arranging for the provision of In-Network MHSA Services:

                  a.    Emergency In-Network MHSA Services shall be made
            available to a Member immediately in the applicable Service Area.

                  b. Urgent In-Network MHSA Services shall be made available to
            a Member in the applicable Service Area within 24 hours of the time
            the MHSA Services are requested.

                  c. Non-Emergency and non-urgent In-Network MHSA Services shall
            be made available in the applicable Service Area to a Member within
            5 working days of the time the MHSA Services are requested.

                  d. PBHC shall use commercially reasonable efforts to make
            Out-of-Area MHSA Services available to Members outside their home
            Service Area but within another Service Area where PBHC has
            contracted with MHSA Providers.

            PBHC shall be deemed to be in compliance with the requirements of
this SECTION 4.6 if an appointment at two geographically appropriate MHSA
Providers is offered as available to a Member within the time period specified,
notwithstanding the Member's preference or availability for other appointment
times.

      4.7.  MIXED SERVICES.

            When a Member has a condition or illness that requires MHSA Services
and other Covered Services, PBHC shall be responsible for arranging and paying
for only the MHSA Covered Services and for coordinating referrals and
authorizations for non-MHSA Services with the applicable HMO Subsidiary. The HMO
Subsidiaries, the Affiliated Payor or the Member, as the case may be, shall be
responsible for payment of any non-MHSA Covered Services. In determining whether
certain services shall be considered MHSA Services or non-MHSA Covered Services,
PBHC and the applicable HMO Subsidiary shall refer to ATTACHMENT E.


                                       13
<PAGE>


      4.8.  PERFORMANCE STANDARDS.

            4.8.1. GENERALLY. PBHC shall use commercially reasonable efforts to
meet or exceed the Performance Standards set forth in ATTACHMENTS D-1 AND D-2
hereto with respect to each HMO Subsidiary and Operating Unit. The Performance
Standards are not applicable to any administration of Pre-Effective Date IBNR
pursuant to SECTION 4.1.5. As specified in ATTACHMENTS D-L AND D-2, the
Performance Standards are divided into Goal Standards, the attainment of which
represents optimal performance and Termination Standards, which reflect the
level of performance which will provide a basis for termination of this
Agreement.

            4.8.2. REVIEW OF PERFORMANCE STANDARDS. The Performance Standards
are intended to reflect prevailing performance standards and other criteria by
which clients measure performance of the managed behavioral health care
component of the health maintenance organization industry. Accordingly, the
parties shall review the Performance Standards periodically after January 1,
2001 and if appropriate, modify them to reflect prevailing industry standards.
If the parties are unable to agree on such modifications, they will submit the
dispute to arbitration pursuant to SECTION 14.1.

            4.8.3. PERFORMANCE STANDARD REPORTING. PBHC shall deliver the
reports listed below to PHC and each of the HMO Subsidiaries showing PBHC's
actual performance during the applicable period compared with the Performance
Standards. PBHC shall prepare separate reports for each HMO Subsidiary and
Operating Unit showing actual performance for that HMO Subsidiary or Operating
Unit with respect to Performance Standards that can reasonably be measured
separately.

                  (a) MONTHLY REPORTS. The monthly reports shall show actual
            performance compared to those Performance Standards that are
            designated on ATTACHMENTS D-1 AND D-2 as being measured on a monthly
            basis. The monthly reports shall be delivered within 25 days after
            the end of the month (unless a shorter time period is required by an
            Enrolling Unit) to which they relate with the first report for the
            month of September, 1997 being due on October 25, 1998. Monthly
            reports for the last month of a quarter shall be incorporated in the
            quarterly report for such quarter and shall be due on the due date
            for such reports;

                  (b) QUARTERLY REPORTS. The quarterly reports shall show actual
            performance compared to those Performance Standards that are
            designated on ATTACHMENTS D-1 AND D-2 as being measured on a
            quarterly basis as well as monthly Performance Standards for the
            last month of the quarter. The quarterly reports shall be delivered
            within 30 days after the end of the quarter to which they relate
            with the first report for the quarter ended September, 1997 being
            due on October 30, 1998. The report for the second and fourth
            quarters of each year shall include data with respect to Performance
            Standards, if any, designated as being measured on a semi-annual
            basis.

                  (c) ANNUAL REPORTS. The annual reports shall show actual
            performance compared to those Performance Standards that are
            designated on ATTACHMENTS D-1


                                       14
<PAGE>

            AND D-2 as being measured on an annual basis. The annual reports
            shall be delivered within 45 days after the end of the year to which
            they relate with the first report for the year 1997 being due on
            February 14, 1998.

            4.8.4. PLAN OF CORRECTION. If a report shows that PBHC has failed to
perform at or above the applicable Performance Standard for any HMO Subsidiary
or Operating Unit, PBHC may, by written notice, request that PBHC prepare a plan
to correct such non-attainment as rapidly as practicable but In no event later
than the end of the "Deficiency Response Time" designated on ATTACHMENT D-1 OR
D-2, as applicable.

            4.8.5. RATE REDUCTION FOR SUB-STANDARD PERFORMANCE.

                  (a) If any report delivered after April 30, 1998 pursuant to
            SECTION 4.8.3 shows that PBHC has failed, with respect to a
            particular HMO Subsidiary or Operating Unit, to perform at or above
            the applicable Goal Standard in categories having an aggregate point
            value of 25 points or more as set forth in ATTACHMENT D-3 (the "Rate
            Reduction Threshold"), and PBHC has failed or fails to correct such
            failures within the applicable Deficiency Response Times set forth
            in ATTACHMENT D-1, then the Capitation Rates for such HMO Subsidiary
            or Operating Unit shall, commencing with the month following the
            month in which such report is delivered, be reduced by an amount
            equal to the greater of (i) $.05 per Member per month and (ii)
            $3,000. If PBHC's performance continues below the Rate Reduction
            Threshold for more than four consecutive months, the rate reduction
            for such HMO Subsidiary or Operating Unit, as the case may be, shall
            be further increased by an amount equal to the greater of (i) $.05
            per Member per month and (ii) $3,000 (so that at the end of such
            four consecutive months such rate reduction would be equal to the
            greater of (i) $.10 per Member per month and (ii) $6,000) and such
            rate reduction thereafter shall be further increased by an amount
            equal to the greater of $.05 per Member per mouth and $3,000 every
            four months thereafter that such performance remains below the Rate
            Reduction Threshold. Any such reductions shall remain in effect
            until PBHC delivers a report pursuant to SECTION 4.8.3 showing
            performance above the Rate Reduction Threshold.

                  (b) Notwithstanding anything to the contrary set forth in this
            SECTION 4.8, (i) if at any time the Capitation Rates payable by HMO
            Subsidiaries having Capitated Members representing 25 % or more of
            the Capitated Members of all HMO Subsidiaries have been reduced
            pursuant to SECTION 4.8.5(A) for a period of more than six
            consecutive months, then the Capitation Rates payable by all other
            HMO Subsidiaries under this Agreement shall be reduced pursuant to
            SECTION 4.8.5(A) as if PBHC had been performing below the Rate
            Reduction Threshold with respect to such other HMO Subsidiaries and
            (ii) if at any time PBHC, with respect to any HMO Subsidiary or
            Operating Unit, fails to perform at or above any Performance
            Standard that is designated on ATTACHMENT D-1 OR D-2 as being
            measured on a quarterly or annual basis, PBHC shall be deemed, for
            purposes of all reports delivered thereafter pursuant to Section
            4.8.3, to be performing below


                                       15
<PAGE>

            such Performance Standard until the earliest of (x) delivery of a
            report pursuant to Section 4.8.3 showing performance above such
            Performance Standard; (y) with respect to any Performance Standard
            designated on ATTACHMENT D-1 OR D-2 as being measured on a quarterly
            basis (other than those relating to the delivery of reports,
            including as to the timing, form or substance thereof), delivery of
            a report showing performance above such Performance Standard, which
            report relates to a period of three consecutive calendar months and
            (z) with respect to any Performance Standard that relates to the
            delivery of a report, delivery of such report and delivery of the
            corresponding report for the next succeeding period in compliance
            with such Performance Standard.

      4.8.6. PERFORMANCE DEFAULT CAUSED BY MIS. During the first 12 months of
the term of this Agreement, any failure by PBHC to perform at or above the
applicable Performance Standard that is directly the result of a malfunction or
other performance limitation (a "MIS MALFUNCTION") of PBHC's management
information system (the "MIS") which malfunction or performance limitation is
inherent in the MIS as of the date hereof and is not the result of capacity
limitations caused by the addition of customers or members after the date hereof
or material system changes made after the date hereof, shall not be considered a
breach of such Performance Standard; provided, that PBHC promptly (i) notifies
PHC in writing that such a failure has occurred that is directly the result of a
MIS Malfunction and (ii) develops and implements a plan of correction for the
MIS that is reasonably acceptable to PHC and that will bring about correction of
the MIS Malfunction within a period of time reasonably acceptable to PHC.
Subject to SECTION 15.3, any disagreement between PHC and PBHC as to whether a
failure by PBHC to perform at or above the applicable Performance Standard is
directly the result of a MIS Malfunction shall be submitted to arbitration in
accordance with SECTION 14.1.

5.    QUALITY MANAGEMENT AND REPORTING REQUIREMENTS AND MHSA LIAISON COMMITTEE

      5.1.  QUALITY MANAGEMENT AND OTHER PROGRAMS.

            PBHC shall establish and maintain its own quality management program
and shall cooperate with any such reasonable and similar programs established or
required by an HMO Subsidiary or the applicable Benefit Contract with respect to
MHSA Services and/or UM Services. Each of the HMO Subsidiaries hereby delegates
to PBHC and PBHC hereby assumes quality improvement activities, including, but
not limited to: (i) monitoring and evaluating clinical issues related to MHSA
Services provided by MHSA Providers; (ii) developing practice guidelines for use
by MHSA Providers; (iii) establishing availability and access standards for MHSA
Providers; and (iv) monitoring and evaluating the availability and access
standards for MHSA Services provided by MHSA Providers. PBHC's quality
management program shall comply with the applicable requirements of NCQA or
other Accrediting Bodies.

      5.2.  REPORTING REQUIREMENTS.

            PBHC shall provide to each HMO Subsidiary the reports identified
below regarding the MHSA Services authorized by PBHC pursuant to this Agreement.
PBHC shall


                                       16
<PAGE>

provide such reports to an HMO Subsidiary in a format mutually agreed upon by
the parties, no later than 30 days after the end of each mouth or calendar
quarter, as appropriate, in the case of monthly or quarterly reports and no
later than 45 days after the end of each year in the case of annual reports
(unless, in any such case, a shorter period of time is otherwise required by an
Enrolling Unit).

            5.2.1. STANDARD PERIODIC REPORTING. PBHC shall provide to each HMO
Subsidiary standard monthly, quarterly, and annual cumulative reports.

            5.2.2. NCQA REPORTING. PBHC shall provide to each HMO Subsidiary
PBHC's standard reports to comply with the applicable requirements of the NCQA
or other Accrediting Bodies, as more specifically addressed in SECTION 12.4.

            5.2.3. HEDIS REPORTING. PBHC shall provide to each HMO Subsidiary
HEDIS reports as required by applicable law or as an HMO Subsidiary may
reasonably request. PBHC shall maintain records as necessary to support such
HEDIS reports and shall make such records available to the HMO Subsidiaries for
audit.

            5.2.4. CHANCES IN REPORTING REQUIREMENTS. PBHC shall use
commercially reasonable efforts during the term of this Agreement to provide PHC
and the HMO Subsidiaries with reports that conform with industry standards. The
parties recognize that if industry standards with respect to reporting
(including NCQA reporting standards or the standards of other Accrediting
Bodies) increase substantially above current levels, such increase will
constitute a significant change of circumstance as contemplated in SECTION 14.2.

            5.2.5. SPECIALIZED REPORTING. Upon agreement of the parties and for
an additional fee, PBHC shall provide, within a time period mutually agreed to
by the parties, specialized reporting of data regarding MHSA Services provided
or authorized by PBHC. The fee for specialized reporting shall be mutually
agreed upon (not to exceed $75 per hour of PBHC staff time) plus out-of-pocket
expenses, subject to adjustment for inflation pursuant to SECTION 9.2.

      5.3.  MHSA LIAISON COMMITTEE.

            Each HMO Subsidiary and Operating Unit, as applicable, and PBHC
shall establish Liaison Committees comprised of two persons; one person
designated by PBHC and one person designated by thc HMO Subsidiary or Operating
Unit, as applicable. The MHSA Liaison Committees shall meet no less frequently
than once every six months. Specifically, but not by way of limitation, the MHSA
Liaison Committees shall:

            (a)   Review complaints by Members, Participating Providers
      and/or MHSA                   Providers;

            (b)   Review cases selected by PBHC or an HMO Subsidiary;

            (c)   Discuss operational issues that arise under this Agreement;
       and


                                       17
<PAGE>

            (d)   Review PBHC's performance with respect to complying with
                  SECTION 12.4.

            In the event of a dispute among the members of the Liaison
Committee, such dispute shall be resolved pursuant to the dispute resolution
procedures in SECTION 6.5.

6.    CLAIM ADMINISTRATION, BENEFIT ADMINISTRATION AND COVERAGE DISPUTES

      6.1.  CLAIM ADMINISTRATION.

            6.1.1. GENERALLY. PBHC shall process and pay claims for MHSA
Services, PBHC shall arrange for MHSA Providers to submit claims for MHSA
Services to PBHC Claims shall be paid in accordance with the terms and
conditions of the Benefit Contract and this Agreement and, with respect to MHSA
Providers, the agreements with the MHSA Providers.

            6.1.2. CAPITATED CLAIMS. PBHC shall be financially responsible for
and shall pay from its own funds, claims for MHSA Services provided to Capitated
Members, subject to applicable Coinsurance, Copayments, and Deductibles.

            6.1.3. ASO CLAIMS. PBHC shall not be financially responsible for
Pre-Effective Date IBNR claims or claims for MHSA Services provided to ASO
Members or other Members under arrangements where PBHC is not financially at
risk for utilization of MHSA Services. PHC or the applicable HMO Subsidiary or
Affiliated Payor shall be financially responsible for and shall fund payment of
such claims, and PBHC shall process payment for such claims, in accordance with
the funding procedures set forth on ATTACHMENT F hereto.

            6.1.4. IBNR RESERVE. No later than September 25, 1998, PBHC shall
establish an escrow account (the "IBNR RESERVE") with a commercial bank having
capital and remained earnings of at least $250,000,000 or another financial
institution reasonably acceptable to PHC to be maintained as security for PBHC's
obligations under this Agreement to pay claims for MHSA Services, including any
subrogation claims of PHC or any HMO Subsidiary arising from its payment of any
such claim for MHSA Services on behalf of PBHC. The IBNR Reserve shall be
established pursuant to an Escrow Agreement in form and substance reasonably
acceptable to PHC and PBHC. Commencing on October 1, 1998 and continuing on the
first day of every month thereafter until the funds on deposit in the IBNR
Reserve aggregate at least $2,000,000, PBHC shall deposit into the IBNR Reserve
the following amounts: $22,000 on the first day of each mouth during the period
October 1, 1999 through September 30. 1999, $44,000 on the first day of each
month during the period October 1, 1998 through September 30, 2000 and $50,000
on the first day of each month thereafter; provided, however, that PBHC shall
have no further obligation to deposit amounts into the IBNR Reserve, and the
contents of the IBNR Reserve shall be delivered to PBHC, at such time as PBHC
demonstrates to PHC's reasonable satisfaction that APS has a consolidated net
worth (determined in accordance with GAAP based upon the then most recently
prepared consolidated financial statements of APS) of at least $2,500,000;
provided further, that if at any time thereafter the consolidated net worth of
APS (as


                                       18
<PAGE>

so determined) falls below $2,500,000, APS shall again be obligated to maintain
the IBNR Reserve as provided in this SECTION 6.1.4. Any failure by PBHC (i) to
establish the IBNR Reserve on or before September 25, 1998 or (ii) to deposit
into the IBNR Reserve any amount required to be deposited pursuant hereto shall
be deemed to be a material breach by PBHC of a material term of this Agreement
and shall entitle PHC or any HMO Subsidiary to terminate this Agreement in
accordance with SECTION 15.2.1.

      6.2.  BENEFIT ADMINISTRATION.

            PBHC shall make initial determinations whether services and/or
supplies requested by or on behalf of a Member or for which a Member has
requested reimbursement are MHSA Services covered by a Member's Benefit
Contract. If a determination is made that the requested services and/or supplies
are not MHSA Services, the Member shall be advised of the determination
regarding the lack of coverage and the Member's rights under the Benefit
Contract to appeal a denial of coverage as required by the Benefit Contract and
applicable law, including ERISA.

      6.3.  MEMBER SERVICES.

            Each HMO Subsidiary hereby delegates to PBHC and PBHC hereby assumes
the following enrollee MHSA Services activities; (i) responding to Member
inquiries and complaints; (ii) administration of Member surveys; and (iii)
managing first level grievance procedures (collectively, "MEMBER SERVICES").
PBHC shall develop protocols for Member Services, which protocols shall be
approved by PHC and the HMO Subsidiaries. PBHC shall ensure that the Member
Services protocols comply with the applicable provisions of the NCQA or other
Accrediting Bodies.

      6.4.  COVERAGE DISPUTES WITH MEMBERS.

            6.4.1. PBHC'S INTERNAL APPEAL PROCESS. In the event of a dispute
with a Member or provider regarding coverage of MHSA Services, PBHC shall
attempt to resolve the coverage dispute in a timely manner (subject to the
requirements of applicable law and the applicable Benefit Contract). If PBHC is
not able to resolve the coverage dispute, PBHC shall refer the Member to the
applicable HMO Subsidiary's or Affiliated Payor's grievance process.

            6.4.2. HMO SUBSIDIARY'S OR AFFILIATED PAYOR'S GRIEVANCE PROCESS.
PBHC shall maintain a complaint register as required by applicable law and shall
provide the applicable HMO Subsidiary in a timely manner with a copy of any
grievance or complaint it receives related to MHSA Services. PBHC shall
cooperate with an HMO Subsidiary's or Affiliated Payor's grievance process as
provided in the Member's Benefit Contract. The result of the grievance process
shall be binding on PBHC, unless PBHC disagrees in good faith with such result,
in which case, the HMO Subsidiary or Affiliated Payor may authorize coverage and
assume financial responsibility for the provision of the services and/or
supplies in dispute, and the parties shall proceed with the dispute resolution
procedure pursuant to SECTION 6.5.


                                       19
<PAGE>

            6.4.3. ARBITRATION OR LITIGATION. PBHC shall timely notify the
applicable HMO Subsidiary of any coverage disputes with Members involving mental
health and substance abuse services that result in actual or threatened
arbitration or litigation against PBHC and/or the HMO Subsidiary or the
Affiliated Payor ("DISPUTE"). The applicable parties shall fully cooperate with
the other parties in resolving the Dispute. An HMO Subsidiary shall, or shall
advise the Affiliated Payor to, cooperate with PBHC in the defense of the
Dispute, unless the HMO Subsidiary, or the Affiliated Payor and/or PBHC elects
to settle the Dispute, provided that no Dispute may be settled by PBHC without
the written consent of the applicable HMO Subsidiary or Affiliated Payor, unless
the applicable HMO Subsidiary or Affiliated Payor, as the case may be, are not
liable under such settlement and are released unconditionally from all liability
with respect to such Dispute. In the event an HMO Subsidiary or the Affiliated
Payor and PBHC, as the case may be, agree regarding the terms and conditions of
a settlement of the Dispute, the parties shall perform their respective
obligations under the terms of the settlement. in the event an HMO Subsidiary or
the Affiliated Payor at any time elects to scale the Dispute and PBHC does not
agree with the terms of the settlement, the HMO Subsidiary or the Affiliated
Payor shall pay for the provision of the services and/or supplies in dispute,
and the parties shall proceed with the dispute resolution procedure described in
SECTION 6.5. Each party shall indemnify the other(s) in accordance with SECTION
11.2.

      6.5.  COVERAGE DISPUTE BETWEEN PBHC, AN HMO SUBSIDIARY OR AN AFFILIATED
            PAYOR REGARDING MEMBERS.

            In the event of a dispute between PBHC and an HMO Subsidiary or an
Affiliated Payor regarding whether particular services and/or supplies for a
Member are MHSA Services for which PBHC had or will have financial
responsibility or if an HMO Subsidiary or the Affiliated Payor enters into a
settlement agreement with a Member as a result of an actual or threatened
grievance arbitration or litigation and PBHC and the HMO Subsidiary or
Affiliated Payor do not agree on financial liability for such services
("COVERAGE DISPUTE"), the respective parties shall comply with the following
Coverage Dispute Resolution Procedure.

            (a) The Coverage Dispute shall be submitted to the respective HMO
      Subsidiary's Medical Director and PBHC's Medical Director for review;

            (b) The Medical Directors shall issue their determination in a
      timely manner in accordance with law and the applicable Benefit Contract.
      In the event there continues to be a Coverage Dispute after review by the
      Medical Directors, the parties shall submit the Coverage Dispute to the
      MHSA Liaison Committee described in SECTION 5.3 for consideration at the
      next or at a special meeting of the MHSA Liaison Committee;

            (c) The MHSA Liaison Committee shall review the Coverage Dispute. In
      the event the parties' representatives on the Liaison Committee agree on a
      resolution of the Coverage Dispute, such resolution shall be binding on
      the parties. Otherwise the Coverage Dispute shall be referred to binding
      arbitration pursuant to SECTION 14.1. Alternatively, the parties may elect
      to, or where required by state law, shall refer the Coverage Dispute to an
      outside panel of community representatives selected by mutual


                                       20
<PAGE>

      agreement and subject to instructions and procedures mutually agreed to by
      the parties in advance.

7.    ADMINISTRATIVE SERVICES ONLY

      7.1.  ASO BUSINESS GENERALLY.

            PBHC shall provide ASO Services to the HMO Subsidiaries with respect
to Covered Products, Enrolling Units and Members with respect to which PBHC is
engaged to provide ASO Services. The ASO Fees payable to PBHC for existing ASO
Services shall be set forth in the appropriate ATTACHMENT B and the applicable
HMO Subsidiary shall pay such ASO Fees in accordance with SECTION 9 below. To
the extent that any HMO Subsidiary desires to engage PBHC after the date hereof
to provide ASO Services for such HMO Subsidiary or any Affiliated Payor (other
than those ASO Services constituting a New Line of Business), the ASO Fees
payable with respect thereto shall be negotiated by the parties in a manner
consistent with that provided in SECTION 3.4 hereto with respect to
modifications to Covered Products.

      7.2.  ASO SERVICES.

            Unless otherwise specifically agreed to in writing between PBHC and
an HMO Subsidiary, the ASO Services to be provided by PBHC shall include, but
not be limited to, the following:

            (a)   Network Development and Management including provider
                  credentialing and monitoring as described in SECTION 4.2;

            (b)   Telephone support for Members as described in SECTION 4.4;

            (c)   Utilization Management Services as described in SECTION 4.5;

            (d)   Quality management as described in SECTION 5.1;

            (e)   Reporting as described in SECTION 5.2;

            (f)   Claim and benefit administration as described in SECTIONS
                  6.1 AND 6.2; and

            (g)   Member services as described in SECTION 6.3.

            Additional ASO Services or combinations of ASO Services may be
provided as mutually agreed to in writing by PBHC and the applicable HMO
Subsidiary.

      7.3.  LIABILITY FOR CLAIM DECISIONS AND PAYMENT.

            PBHC shall not be responsible or liable for any claims decisions or
for any payments of any claims submitted by Participating Providers, MHSA
Providers, or other providers with respect to Covered Services provided to ASO
Members.


                                       21
<PAGE>

8.    GOVERNMENT PRODUCTS

      8.1.  GOVERNMENT PRODUCTS GENERALLY.

            Subject to the provisions of SECTION 10.1.3., PBHC may provide MHSA
Services, UM Services, and/or ASO Services to PHC and the HMO Subsidiaries in
connection with Products sponsored by governmental agencies or programs such as
the federal Medicare program, state Medicaid programs, or state or federal
employee programs (collectively "Governmental Programs"). The Capitation Rates,
ASO Fees or other fees to be paid to PBHC for services provided in connection
with Governmental Programs existing on the date hereof or included in this
Agreement in accordance with SECTION 10.1.3 shall be set forth in the
appropriate ATTACHMENT B and/or ATTACHMENT G, which attachments shall be amended
with respect to Government Programs included in this Agreement pursuant to
SECTION 10.1.3.

      8.2.  SPECIAL TERMS RELATING TO GOVERNMENTAL PROGRAMS.

            In the event that, pursuant to SECTION 10.1.3, the parties agree on
special terms with respect to MHSA Services to be provided in connection with
one or more Governmental Programs, or if special terms are required by such
program, the parties will develop an addendum to this Agreement containing such
terms and attach it hereto as part of ATTACHMENT G hereto. The special terms
relating to MHSA Services in connection with the Delaware Medicaid program
(known as DelawareCare) are attached hereto as ATTACHMENT G-1 and the special
terms relating to MHSA Services in connection with the PHC of Florida, Inc.
Jacksonville's contact with the U.S. HealthCare Financing Administration are
attached hereto as ATTACHMENT G-2.

9.    PAYMENT

      9.1.  PAYMENTS.

            9.1.1. CAPITATION PAYMENT; INITIAL RATE RESET. Each HMO Subsidiary
shall pay PBHC the applicable monthly Capitation Payment and other payments
pursuant to ATTACHMENTS B1-11, as amended from time to time in accordance with
this Agreement, and the applicable PIF. The Capitation Rates in effect from the
date hereof through December 31, 1997 as reflected in ATTACHMENTS B1-11 shall
be, in the aggregate, no greater than the Capitation Rates under the Prior
Agreement. Effective on January 1, 1998 (the "INITIAL RATE RESET"), the
Capitation Rates shall be adjusted to the rates specified on ATTACHMENTS B1-11
less a reduction of $.06 per Member per month (the "$.06 PMPM RATE REDUCTION").
The Capitation Payment with respect to each month shall be based on the then
current information available to the HMO Subsidiary regarding the number of
Members for that month. This payment shall be reconciled for retroactive
adjustments of eligibility for previous months, subject to SECTION 2.1.3. Such
retroactive adjustments shall be made monthly.

            9.1.2. COPAYMENT EXPENSES. Neither PHC nor any HMO Subsidiary shall
have any liability if PBHC incurs any expense due to a Member exceeding his or
her out-of-pocket


                                       22
<PAGE>

Copayment maximum, even if PBHC is required to reimburse an MHSA Provider for
such amounts pursuant to the terms of that MHSA Provider's Participation
Agreement.

            9.1.3. PAYMENT OF ASO FEES. Each HMO Subsidiary shall pay PBHC the
applicable ASO Fee per ASO Member, if any, pursuant to ATTACHMENTS B1-11, as
amended from time to time in accordance with this Agreement, and the applicable
PIF. Such payments shall be made each month and shall be based on the then
current information available to the HMO Subsidiary regarding the number of ASO
Members for that month.

            9.1.4. TIMING OF PAYMENTS. The HMO Subsidiaries shall pay PBHC the
Capitation Payments and ASO Fees no later than the 15th of the month for which
such payment is due; provided that the payments due with respect to the last 5
days of September, 1998 are being made by wire transfer simultaneously with the
execution and delivery of this Agreement. Payments may be made directly by an
HMO Subsidiary or by PHC on behalf of any or all of the HMO Subsidiaries.

            9.1.5. LATE PAYMENT PENALTIES. In the event any payment due
hereunder is more than five days past due, PBHC may deliver a late notice to the
HMO Subsidiary responsible for such payment. In the event an aggregate past due
amount of $100,000 or more remains unpaid five days after such late notice, the
applicable HMO Subsidiary(ies) shall pay PBHC interest on such past due amount
from the due date through the date of payment at a rate equal to the prime rate
of a major money center bank in the City of New York reasonably selected by PBHC
on the date such money first became due, as reported by the Wall Street Journal,
plus 2%.

            9.1.6. PHC GUARANTEE. PHC hereby guarantees the prompt payment of
all amounts due hereunder from the HMO Subsidiaries to PBHC, provided that, with
respect to each HMO Subsidiary, such guarantee shall cease immediately (without
any action by any party hereto) and shall no longer be effective as to any
amounts thereafter payable under this Agreement upon the occurrence of a Change
of Control Transaction with respect to such HMO Subsidiary.

            9.1.7. SEVERAL PAYMENTS. The payment and other obligations of each
HMO Subsidiary hereunder shall be several and not joint, and each HMO Subsidiary
shall be liable solely for its own obligations hereunder.

      9.2.  ANNUAL ADJUSTMENTS FOR INFLATION.

            Commencing on January 1, 1999 and on each January 1 thereafter
during the initial term of this Agreement (except for years subject to
adjustment pursuant to SECTION 9.3), the Capitation Rate shall increase or
decrease by the annual average percentage change in the U.S. Department of
Labor, Bureau of Labor Statistics Consumer Price Index, All Urban Consumers for
the United States City Average ("CPI-U INDEX"). The annual average percentage
change shall be calculated two months prior to the anniversary of the Effective
Date by (1) adding the CPI-U Index for each of 12 previous months, beginning
with the most recently published Consumer Price index report, and dividing this
number by 12 ("2ND YEAR AVERAGE


                                       23
<PAGE>

INDEX"); (2) determining the annual average CPI-U Index for the year preceding
the year identified in clause (1) above using the same 12 month period ("1ST
YEAR AVERAGE INDEX"); and (3) calculating the percentage change of the 2nd Year
Average Index over the 1st Year Avenge Index ("PERCENTAGE CHANGE"). The increase
or decrease in Capitation Rates shall equal the amount of the Capitation Rates
multiplied by the Percentage Change, rounded to the nearest cent.

      9.3.  ADJUSTMENTS AT FIRST AND SECOND RATE RESETS.

            The Capitation Rates shall be subject to adjustment as of January 1,
2001 (the "FIRST RATE RESET") and January 1, 2004 (the "SECOND RATE Reset") (in
either case, a "RESET DATE") in the event that either party believes that the
Capitation Rates no longer reflect prevailing rates in the managed behavioral
health market. Such adjustments shall be made in accordance with the following
process:

            (a) If PBHC or PHC believes that changes in the market have caused
      the Capitation Rates no longer to reflect prevailing market rates, then as
      early as practicable, but in no event later than 120 days prior to each
      Reset Date, PBHC or PHC shall propose Capitation Rates to take effect on
      the Reset Date. The proposed rates shall reflect prevailing market rates
      for comparable Benefit Contracts and comparable demographic
      characteristics. Such proposed rates shall then be reduced by the $.06
      PMPM Rate Reduction and presented to PBHC or PHC, on behalf of the HMO
      Subsidiaries, as applicable.

            (b) Within 60 days of receiving such proposed rates, PBHC or PHC, on
      behalf of the HMO Subsidiaries and other Affiliated Payors, as applicable,
      shall notify the other party as to which of the proposed Capitation Rates
      are acceptable and which, if any, are not. PBHC or PHC may also propose
      changes to existing Capitation Rates for which the other party had not
      proposed changes under paragraph (a) above. The proposed Capitation Rates
      that are mutually acceptable shall go into effect on the applicable Reset
      Date. Any proposed rates that are not accepted shall be resolved through
      the market comparison process described below.

            (c) Within 10 days of PBHC or PHC, as applicable, receiving notice
      from the other party that any proposed Capitation Rate is not acceptable,
      the parties shall engage Milliman & Robertson (or another mutually
      acceptable actuary) ("M&R") to develop an estimate of prevailing
      behavioral health care capitation rates in the applicable market(s) for
      medium managed plans, which rates reflect the cost of care only and not
      the administrative and profit components ("M&R MEDIUM RATE").

            (d) No later than 30 days after receiving such estimate from M&R,
      PBHC shall deliver to PHC a calculation of a "RESET RATE COMPARABLE" for
      each HMO Subsidiary (other than those where proposed reset rates were
      agreed to or no change was proposed) derived by (i) adjusting the M&R
      Medium Rate to reflect the applicable Benefit Contract design(s) and
      applicable demographic factors, (ii) adding to such adjusted rate industry
      norm administrative and profit components, and (iii) further adjusting
      such rate by subtracting the $.06 PMPM Rare Reduction.


                                       24
<PAGE>

            (e) PHC, along with the HMO Subsidiaries shall review the Reset Rate
      Comparables prepared by PBHC and notify PBHC within 30 days of receipt as
      to whether the Reset Rate Comparables are acceptable or not. If PHC
      objects to the Reset Rate Comparables and cannot resolve such objection
      through negotiations with PBHC prior to the applicable Reset Date, then
      the determination of the Reset Rate Comparable shall be submitted to
      arbitration in accordance with SECTION 14.1 and the current Capitation
      Rates shall remain in effect until such determination can be finally
      resolved and new rates determined as contemplated herein.

            (f) Upon determination of definitive Reset Rate Comparables (for HMO
      Subsidiaries where a proposed reset rate has not previously been agreed
      to), PBHC, working in conjunction with PHC, shall compare the applicable
      Reset Rate Comparable to the applicable current Capitation Rate as set
      forth in ATTACHMENTS B1-11. Any Capitation Rate that is less than 5%
      higher or lower than the applicable Reset Rate Comparable shall be left
      unchanged. Any Capitation Rate that is 5% or more higher or lower than the
      applicable Reset Rate Comparable shall be adjusted retroactive to the
      Reset Date to equal the Reset Rate Comparable.

            (g) The cost of engaging M&R as contemplated herein shall be evenly
      divided between PHC and PBHC.

      9.4.  FINANCIAL LIABILITY FOR MHSA SERVICES.

            PBHC acknowledges that it is financially liable for MHSA Services
provided to Capitated Members and any other Members for which it is financially
responsible under this Agreement. However, if any HMO Subsidiary shall fail to
pay PBHC any monthly Capitation Payment required pursuant to SECTION 9.1.1. by
the last day of any month, upon five (5) days prior written notice given to PHC
and such HMO Subsidiary, PBHC shall cease to have any financial responsibility
for any MHSA Services provided to Capitated Members of such HMO Subsidiary
thereafter, until all such Capitation Payments for which any such notice has
been given and all other Capitation Payments then due hereunder from such HMO
Subsidiary shall have been paid to PBHC, it being understood that in no event
may PBHC withhold any services prior to the effective date of any termination of
this Agreement. In the event an Affiliated Payor does not pay an HMO Subsidiary
amounts due under the terms of its agreement with the HMO Subsidiary, the HMO
Subsidiary shall nevertheless remain liable to PBHC pursuant to the terms of
this Agreement.

      9.5.  PAYMENT IN FULL.

            PBHC shall accept and shall require MHSA Providers to accept as
payment in full for MHSA Services provided to Members such amounts as are paid
pursuant to the agreements with the MHSA Providers. MHSA Providers may collect
from the Member Copayments, Deductibles or charges for services not covered as
provided under the Member's Benefit Contract.


                                       25
<PAGE>

      9.6.  MEMBER PROTECTION PROVISION.

            9.6.1. This Section applies when any applicable Benefit Contract,
statute or regulation requires that the Member be held harmless from any and all
costs which are the legal obligation of an HMO Subsidiary or the Affiliated
Payor.

            9.6.2. In no event, including, but not limited to, non-payment for
MHSA Services provided to Members; insolvency of an HMO Subsidiary, the
Affiliated Payor or, in the case of MHSA Providers, PBHC; or breath by an HMO
Subsidiary of any term or condition of this Agreement or breach by PBHC of any
term or condition of the agreement with the MHSA Provider, shall PBHC or the
MHSA Provider bill, charge, collect a deposit from, seek compensation,
remuneration or reimbursement from, or have any recourse against any Member or
persons acting on behalf of the Member for MESA Services eligible for coverage
or reimbursement under this Agreement and the applicable Benefit Contract.

            9.6.3. The provisions of this Section shall: (a) apply to all MHSA
Services provided while this Agreement is in force; (b) with respect to MHSA
Services provided while this Agreement is in force, survive the termination of
this Agreement regardless of the cause of termination; (c) be construed to be
for the benefit of the Members; and (d) supersede any oral or written agreement,
existing or subsequently entered into, between an HMO Subsidiary and a Member or
person acting on a Member's behalf, that requires the Member to pay for such
MHSA Services.

      9.7.  COORDINATION OF BENEFITS AND SUBROGATION FOR CAPITATED MEMBERS.

            Each HMO Subsidiary shall not seek coordination of benefits or
subrogation for MHSA Services provided to Capitated Members. PBHC shall seek
coordination of benefits or subrogation for MHSA Services provided to Members
and PBHC shall (i) retain all amounts PBHC recovers for MHSA Services provided
to Capitated Member through the coordination of benefits or subrogation and (ii)
promptly pay over to the applicable HMO Subsidiary all amounts PBHC recovers for
MHSA Services provided to Members other than Capitated Members through the
coordination of benefits or subrogation. When a Member has a condition or
illness that requires MHSA Services and non-MHSA Services, PBHC, each HMO
Subsidiary and PHC shall cooperate with each other in subrogation and
coordination of benefits actions.

      9.8.  CAPITATION RATES FOR LARGE ACCOUNTS.

            Notwithstanding the Capitation Rates set forth in ATTACHMENTS B1-11
or anything to the contrary contained in this Agreement, new accounts that are
contracted by or proposed to be contracted by an HMO Subsidiary after the
Effective Date and that have 1,000 or more employees (not including dependents)
shall, at the option of the HMO Subsidiary, either be included in this Agreement
at the Capitation Rates set forth on the applicable ATTACHMENT B or be treated
as if such accounts were a PHC Acquired Person under SECTION 10.5.2.


                                       26
<PAGE>

      9.9.  ACTUARIAL SUPPORT FOR CAPITATION RATES.

            PBHC shall provide actuarial support for the Capitation Rates as
reasonably requested by PHC or the HMO Subsidiaries in connection with
regulatory filings, pricing of proposals, or other business needs.

10.   EXCLUSIVITY, NON-COMPETITION

      10.1. EXCLUSIVE ENGAGEMENT.

            10.1.1 EXCLUSIVITY. Except as provided in SECTION 10.1.2, PHC and
each HMO Subsidiary hereby engage PBHC during the term of this Agreement as
their exclusive provider of the managed behavioral health care services
contemplated in this Agreement with respect to the Covered Products. Except as
otherwise provided herein, none of PHC or the HMO Subsidiaries, shall engage or
otherwise contract with any party other than PBHC to perform any such services
during the term of this Agreement.

            10.1.2 EXCEPTIONS TO EXCLUSIVITY AND NON-COMPETITION. The
exclusivity requirements in this SECTION 10.1 and the non-competition provisions
in SECTION 10.2 shall not apply to the following:

                  (a) The performance by the HMO Subsidiaries of their
      obligations under existing third party service agreements that have been
      disclosed to APS in writing prior to the Effective Date.

                  (b) Any mental health and substance abuse service agreements
      to which any PHC Acquired Person is a party as of the time of becoming a
      PHC Acquired Person.

                  (c) (i) Subject to PHC's compliance with clause (ii) below,
      any Competing Services (as defined in SECTION 10.2) provided directly or
      indirectly by a PHC Acquired Person as long as such Competing Services are
      provided primarily through or for the benefit of such PHC Acquired Person
      or its affiliates as part of their managed care products and not as
      stand-alone carve out behavioral health care products offered
      independently.

                       (ii) (A) If a PHC Acquired Person, as of the time of
      becoming a PHC Acquired Person, provides any Competing Services (other
      than those permitted under clause (i) above), PHC shall, and shall cause
      its subsidiaries to, comply with the provisions of this clause (ii).

                              (B)   PHC and APS shall negotiate in good faith
      and in a commercially reasonable manner the amount in cash (the "CASH
      PURCHASE PRICE") a willing third party purchaser that is similarly
      situated to APS would pay for the business segment of such PHC Acquired
      Person that provides the Competing Services (the "Competing Business
      Segment"). If, after 30 days of such negotiations, PHC and APS are


                                       27
<PAGE>

      unable to agree upon a Cash Purchase Price for the Competing Business
      Segment, PHC and APS shall engage a Business Valuer to determine in a
      commercially reasonable manner the Cash Purchase Price in respect of such
      Competing Business Segment. The Business Valuer shall deliver its
      determination of the Cash Purchase Price for the Competing Business
      Segment to PHC and APS in writing no later than 60 days following its
      appointment as Business Valuer. The costs and expenses associated with
      such Business Valuer shall be borne equally between PHC and APS.

                              (C)   Once the Cash Purchase Price for the
      Competing Business Segment has been established pursuant to clause (B)
      above, PHC, within 10 days following such date, shall deliver a written
      notice (the "COMPETING BUSINESS SEGMENT NOTICE") to APS offering to sell
      the Competing Business Segment to APS for the Cash Purchase Price and on
      other customary terms and conditions. For a period of 30 days following
      receipt of the Competing Business Segment Notice, APS shall have the
      exclusive and nontransferable right to purchase, or to cause any
      wholly-owned direct or indirect subsidiary to purchase, the Competing
      Business Segment from PHC on the terms and conditions specified in the
      Competing Business Segment Notice. If APS elects to purchase (directly or
      indirectly) the Competing Business Segment on such terms and conditions,
      it shall so notify PHC in writing within such 30-day period, and APS and
      PHC shall exercise commercially reasonable efforts to consummate such
      purchase as soon as practicable thereafter. If APS declines to elect to
      purchase the Competing Business Segment within such 30-day period, PHC, or
      the subsidiary of PHC which acquired the PHC Acquired Person, may retain
      its interest in and operate the Competing Business Segment without any
      further obligation to APS or any other person hereunder with respect
      thereto.

            (d)   A Subcapitation Arrangement permitted under SECTION 4.2.3.
                                                              -------------

            (e) The provision of or arranging for the provisional managed health
      care services by or for an HMO Subsidiary or Operating Unit in respect of
      a New Line of Business if such services are not incorporated into this
      Agreement.

            (f) The provision of or arranging for the provision of managed
      health care services by or for a PHC Acquired Person that does not become
      a party to this Agreement.

            10.1.3 NEW LINE OF BUSINESS. PBHC recognizes that when an HMO
Subsidiary offers a New Line of Business, price and quality of the MHSA Services
to be provided in connection therewith must be competitive. Accordingly, in the
event that any HMO Subsidiary chooses during the term of this Agreement to offer
a New Line of Business to its customers, including in the event such HMO
Subsidiary responds to Requests for Proposals ("RFP") for new Governmental
Programs, such HMO Subsidiary shall offer PBHC the first opportunity to provide
such MHSA Services. PBHC shall have 10 business days (or, in the case of an RFP,
such shorter period of time as the applicable HMO Subsidiary shall prescribe to
allow it to timely respond to such RFP) of receiving notice and the relevant
information regarding the New Line of Business to make a proposal as to the
terms on which it will provide such MHSA Services. If


                                       28
<PAGE>

such proposal is reasonably acceptable to the applicable HMO Subsidiary, the
Products which comprise such New Line of Business shall become Covered Products
hereunder and PBHC shall provide such MHSA Services in accordance with the terms
of such proposal; provided that if the proposal is made in connection with an
HMO Subsidiary's response to an RFP, such proposal shall be incorporated into
such response. If PBHC's proposal with respect to such MHSA Services is not
reasonably acceptable to such HMO Subsidiary, the HMO Subsidiary may solicit
proposals from other national managed behavioral health companies to provide
such services, provided that such proposals must be at a level of service
quality comparable to PBHC's proposal. Before accepting any such proposal from a
third party managed behavioral health company, the HMO Subsidiary shall offer
PBHC an opportunity to match such proposal. If PBHC notifies the HMO Subsidiary
in writing within 5 business days of receiving notice and relevant information
as to such proposal (or within such earlier deadline as required to allow such
HMO Subsidiary to timely respond to an RFP) that PBHC will match the proposal,
(a) the Products which comprise such New Line of Business shall become Covered
Products hereunder and PBHC shall provide such MHSA Services in accordance with
the terms of such proposal (provided that if the proposal is made in connection
with an HMO Subsidiary's response to an RFP, such proposal shall be incorporated
into such response) and (b) notwithstanding anything to the contrary contained
in SECTION 16.3.1, PHC shall not be entitled to any Commission based on such New
Company Business. If PBHC does not so match the proposal, (i) the HMO Subsidiary
may accept such proposal from such third party managed behavioral health company
and (ii) neither PHC nor the applicable HMO Subsidiary shall have any further
obligation to PBHC under this Agreement with respect to such New Line of
Business.

      10.2. NON-COMPETITION.

            Except as provided in SECTION 10.1.2, without PBHC's prior written
consent, PHC and each HMO Subsidiary agree that neither they nor their
respective subsidiaries shall, directly or indirectly (whether in conjunction
with a third party or otherwise), during the term of this Agreement provide any
managed behavioral health care services within the Service Area in a manner that
competes directly with the managed behavioral health care and administrative
services PBHC offers or performs, including, without limitation, the managed
health care services provided under this Agreement ("COMPETING SERVICES").

      10.3. NO SOLICITATION OR PBHC EMPLOYEES.

            During the term of this Agreement and for a period of one year
following the termination of this Agreement, none of the HMO Subsidiaries or PHC
shall, without the prior consent of PBHC, directly or indirectly, solicit,
employ or engage any employee of PBHC. The foregoing obligations shall not apply
to employees who are terminated or given notice thereof by PBHC or who terminate
their employment for cause.

      10.4. NO SOLICITATION OF PHC OR HMO SUBSIDIARY EMPLOYEES.

            During the term of this Agreement and for a period of one year
following the termination of this Agreement, neither APS or PBHC shall, without
the prior consent of PHC or an HMO Subsidiary, as applicable, directly or
indirectly solicit, employ or engage any employee


                                       29
<PAGE>

of PHC or an HMO Subsidiary. The foregoing obligations shall not apply to
employees of PHC or any HMO Subsidiary who are terminated or given notice
thereof by PHC or such HMO Subsidiary or who terminate their employment for
cause.

      10.5. HMO SUBSIDIARIES.

            10.5.1. ORIGINAL HMO SUBSIDIARIES. The Original HMO Subsidiaries
shall be bound by this Agreement as of the Effective Date and this Agreement
shall be binding upon any successor of an HMO Subsidiary in a Change of control
Transaction unless terminated pursuant to SECTION 15.2.6(B).

            10.5.2. PHC ACQUIRED PERSONS. If PHC or any direct or indirect
subsidiary thereof, including any HMO Subsidiary, acquires any PHC Acquired
Person during the term of this Agreement (i) the acquiror or such PHC Acquired
Person may honor such PHC Acquired Person's existing managed behavioral health
contracts for the duration of the terms thereof and (ii) upon consummation of
the acquisition or, if such PHC Acquired Person has such an existing contract,
upon termination thereof, the acquiror shall offer PBHC the first opportunity to
provide MHSA Services in respect of such PHC Acquired Person. PBHC shall have 10
business days of receiving notice and the relevant information regarding the PHC
Acquired Business to make a proposal as to the terms on which it will provide
such MHSA Services. If such proposal is reasonably acceptable to the acquiror,
such acquiror shall (if not already a party hereto) become a party to this
Agreement, and PBHC shall provide such MHSA Services with respect to such PHC
Acquired Person in accordance with the terms of such proposal. If PBHC's
proposal with respect to such MHSA Services is not reasonably acceptable to such
acquiror, such acquiror may solicit and accept proposals from other national
managed behavioral health companies to provide such services, provided that such
proposal must be at a level of service quality comparable to PBHC's proposal.
Before accepting any such proposal from a third party managed behavioral health
company, such acquiror shall offer PBHC an opportunity to match such proposal.
If PBHC notifies such acquiror in writing within 5 business days of receiving
notice and relevant information as to such proposal that PBHC will match the
proposal, (a) such acquiror shall (if not already a party hereto) become a party
to this Agreement, and PBHC shall provide such MHSA Services with respect to
such PHC Acquired Person in accordance with the terms of such proposal and (b)
notwithstanding anything to the contrary contained in SECTION 16.3.1, PHC shall
not be entitled to any Commission based the New Company Business consisting of
such MHSA Services. If PBHC does not so match the proposal, (i) the acquiror may
accept such proposal from such third party managed behavioral health company and
(ii) neither PHC nor such acquiror shall have any further obligation to PBHC
under this Agreement with respect to such PHC Acquired Business.

      10.6. OPERATION OF BUSINESS.

            Nothing contained in this Agreement shall be deemed to (1) require
any HMO Subsidiary to enter into any Benefit Contract with any Enrolling Unit or
to renew any such Benefit Contract, (ii) preclude any HMO Subsidiary from
terminating any such Benefit Contract, (iii) require any HMO Subsidiary to
maintain any minimum amount of Members at any time, (iv) prevent any HMO
Subsidiary from ceasing at any time to operate as a licensed health


                                       30
<PAGE>

maintenance organization or (v) otherwise impose any limitations or restrictions
in respect of the manner in which any HMO Subsidiary operates its business.

11.   INSURANCE AND INDEMNIFICATION

      11.1. INSURANCE.

            11.1.1 PBHC. PBHC shall procure and maintain, at its own sole
expense, professional and general liability insurance and other insurance as may
be necessary to protect itself and its employees, agents, or representatives
against any claims, liabilities, damages or judgments that arise out of services
provided by or to be provided by itself or its employees, agents or
representatives in the discharge of its or their responsibilities under this
Agreement. PBHC shall provide proof of such insurance to PHC and an HMO
Subsidiary upon request and shall notify PHC and the HMO Subsidiaries if such
insurance coverage is terminated. PBHC's agreements with MHSA Providers shall
require MHSA Providers to procure and maintain, at their sole expense,
professional and general liability insurance.

            11.1.2 HMO SUBSIDIARIES. Each HMO Subsidiary shall procure and
maintain, at its own expense, professional and general liability insurance and
other insurance as may be necessary to protect itself and its employees, agents,
or representatives (other than PBHC) against any claims, liabilities, damages or
judgments that arise out of services provided by or to be provided by itself or
its employees, agents or representatives (other than PBHC) in the discharge of
its of their responsibilities under this Agreement. Each HMO Subsidiary shall
provide proof of such insurance to PBHC upon request and shall notify PBHC if
such insurance coverage is terminated.

      11.2. INDEMNIFICATION.

            11.2.1 BY PBHC. PBHC shall defend, hold harmless and indemnify each
HMO Subsidiary and PHC and their respective affiliates, officers, directors,
employees, agents. successors and assigns from actual and direct claims,
liabilities, damages or judgments asserted against, imposed upon or incurred by
any such indemnified person that arise out of PBHC's gross negligence,
intentional wrongdoing, or breach, in the discharge of PBHC's responsibilities
to a Member or PBHC's responsibilities under this Agreement. The indemnification
granted under this Section expressly includes indemnification with respect to
expense costs, legal fees, defense costs, court costs and amounts paid in
settlement or in satisfaction of any judgment or award.

            11.2.2 BY PHC AND THE HMO SUBSIDIARIES. Each HMO Subsidiary and PHC
agree to defend, hold harmless, and indemnify PBHC and its affiliates, officers,
directors, employees, agents, successors and assigns from actual and direct
claims, liabilities, damages or judgments asserted against, imposed upon or
incurred by any such indemnified person that arise out of an HMO Subsidiary's or
PHC's gross negligence, intentional wrongdoing, or breach, in the discharge of
an HMO Subsidiary's or PHC's responsibilities to a Member or an HMO Subsidiary's
or PHC's responsibilities under this Agreement. The indemnification granted
under


                                       31
<PAGE>

this Section expressly includes indemnification with respect to expense costs,
legal fees, defense costs, court costs and amounts paid in settlement or in
satisfaction of any judgment or award.

12.   REGULATORY COMPLIANCE, FILING REQUIREMENTS AND NCQA REQUIREMENTS

      12.1. REGULATORY COMPLIANCE.

            Each HMO Subsidiary and Affiliated Payors shall be solely
responsible for ensuring that their activities are in compliance with all
applicable federal, state or local laws and regulations. PBHC shall be solely
responsible for ensuring that the services it provides or arranges under this
Agreement comply with any such applicable laws and regulations. The parties
shall reasonably cooperate with the other in their respective efforts to achieve
and/or maintain regulatory compliance. PBHC shall have and maintain during the
term of this Agreement all licenses, permits or certificates required under
applicable federal or state law or regulations for the operation of its
business.

      12.2. ERISA COMPLIANCE.

            In the event any Benefit Contract is subject to ERISA, PBHC shall
not be identified as or understood to be the "Plan Administrator" or a "Named
Fiduciary" of the plan, as those terms are used in ERISA. PBHC has no
responsibility for the preparation or distribution of the "Plan Document" or
"Summary Plan Descriptions", as those terms are used in ERISA, or for the
Provision of any notices or for the filing of any reports or information
required to be filed in regard to the Benefit Contract.

      12.3. REGULATORY FILINGS.

            Each HMO Subsidiary shall be responsible for filing this Agreement
with federal, state and local agencies to the extent it is required to do so by
any applicable law or regulation. PBHC shall file this Agreement with any
federal, state or local agencies to the extent it is required to do so by any
applicable law or regulation. In the event any federal, state or local agency
requires a change to this Agreement which PBHC or an HMO Subsidiary reasonably
anticipates would affect the risk assumed by PBHC under this Agreement, the
parties shall follow the procedures established under SECTION 14.3.

      12.4. NCQA ACCREDITATION COMPLIANCE.

            12.4.1 COMPLIANCE. PBHC shall establish and maintain processes and
programs for MHSA Provider credentialing, recredentialing, utilization
management and quality assessment/improvement which are described in SECTIONS
4.2, 4.4 AND 5.1, respectively. With respect to such activities, PBHC shall meet
applicable NCQA accreditation standards as described in the most recent revision
of NCQA's publication, STANDARDS FOR MANAGED CARE ORGANIZATIONS. PBHC shall
submit its policies and procedures on credentialing, recredentialing,
utilization management and quality assessment/improvement to the HMO
Subsidiaries for review and approval.


                                       32
<PAGE>

            12.4.2 REPORTS. PBHC shall submit to the HMO Subsidiaries standard
reports in a form and frequency of delivery mutually acceptable to the parties
with respect to the following categories of information:

            (a)   Credentialing/recredentialing reports

            (b)   Quarterly MHSA Provider sanction reports

            (c)   Quarterly MHSA Services utilization reports

            (d)   Quarterly quality management report

            12.4.3 AUDIT. An HMO Subsidiary or PHC may, pursuant to SECTION 13.4
audit PBHC's records regarding the reports listed in SECTION L2.4.2 or otherwise
with respect to PBHC's compliance with its obligations under this Agreement;
provided that without PBHC's consents which consent will not be unreasonably
withheld, so long as PBHC's performance is above the Rate Reduction Threshold
with respect to all HMO Subsidiaries and Operating Units, there shall be no more
than two such audits during any calendar year. At least annually, each HMO
Subsidiary shall provide written feedback to PBHC regarding the results of the
HMO Subsidiary's review of PBHC's reports and records to the extent reviewed.
Each HMO Subsidiary shall provide written feedback to PBHC 30 days following any
audit activities, in the event an HMO Subsidiary or PHC reasonably determines,
including pursuant to any audit, that PBHC does not meet the NCQA accreditation
standards, the HMO Subsidiary or PHC shall notify PBHC of the alleged deficiency
and, within 30 days, the HMO Subsidiary or PHC and PBHC shall meet to assess the
alleged deficiency and, if appropriate, develop a mutually satisfactory plan of
correction.

            12.4.4 DEFICIENCIES. In the event of a plan of correction, PBHC
shall submit regular reports to PHC and the HMO Subsidiary documenting progress
on the plan of correction until the corrective action plan has been completed.
The HMO Subsidiaries and PBHC shall also exchange information about, and the HMO
Subsidiaries shall give PBHC regular feedback on, MHSA Provider credendialing,
recredentialing, utilization management and quality assessment/improvement
processes and programs at the regularly scheduled MHSA Liaison Committee
meetings.

            12.4.5 CHANGES IN NCQA COMPLIANCE. If NCQA standards or prevailing
industry standards change substantially after the Effective Date and such change
has the effect of substantially increasing or decreasing PBHC's reasonably
anticipated operating costs, such change shall be considered a significant
change of circumstances as contemplated in SECTION 14.2.


                                       33
<PAGE>

13.   BOOKS AND RECORDS

      13.1. MAINTENANCE OF PATIENT RECORDS.

            PBHC shall cause to be maintained medical histories, chart and
records for each Member who seeks and receives MHSA Services from a MHSA
Provider. Any such records shall remain the property of PBHC, subject to any
rights of the Member. Upon request of an HMO Subsidiary or a referring and/or
attending physician, subject to compliance with applicable law, and if the
Member appropriately consents to such disclosure, PBHC shall provide copies of
the Members' medical records to the Member's referring and/or attending
physician. PBHC, PHC and each HMO Subsidiary shall endeavor to promote
communication to such referring and/or attending physician regarding the
Member's referral, subject to restrictions arising under state or federal law.

      13.2. PRIVACY OF RECORDS.

            PBHC and the HMO Subsidiaries shall maintain the confidentiality of
all information regarding Members in accordance with any applicable statutes and
regulations, including the federal regulations governing Confidentiality of
Alcohol and Drug Abuse Patient Records, 42 CFR part 2. If the provisions of 42
CFR part 2 are applicable, PBHC and the applicable HMO Subsidiary shall
undertake to resist in judicial proceedings any effort to obtain access to
information pertaining to Members otherwise than as expressly provided for in
such federal confidentiality regulations.

      13.3. RELEASE OF RECORDS.

            Upon request by an HMO Subsidiary or PHC, PBHC shall be responsible
for obtaining and releasing to the HMO Subsidiary or PHC all information and
records or copies of records regarding MHSA Services and/or UM Services provided
to a Member. Such information shall be provided to an HMO Subsidiary or PHC at
no charge or at the charge paid by PBHC for such information, within 30 days
from the date of such request or such earlier period as is required to allow PHC
or such HMO Subsidiary to comply with applicable law.

      13.4. ACCESS TO THE OTHER PARTIES' RECORDS.

            During regular business hours and upon reasonable notice and demand,
the HMO Subsidiaries or PHC, on the one hand, and PBHC, on the other, shall have
access to information and records or copies of records held by the other party,
which are reasonably related to its obligations under this Agreement, excluding
information that a party is prohibited by law from disclosing. The party
conducting the audit or inspection shall pay for the other party's personnel's
time in excess of 16 hours and the cost of the copies of any records which it
requests. All records maintained by either party relating to their
responsibilities under this Agreement shall be retained for at least six years
after the date the records were created. No third party may be allowed or
designated to conduct an audit or inspection without the prior written consent
(which consent will not be unreasonable withheld) of the party whose records are
being audited or inspected.


                                       34
<PAGE>

14.   ARBITRATION AND RENEGOTIATION OF AGREEMENT

      14.1. ARBITRATION BETWEEN HMO SUBSIDIARIES OR PHC AND PBHC.

            Subject to SECTION 15.3, in the event a dispute between PBHC and an
HMO Subsidiary or PHC arises out of or is related to this Agreement, PBHC and
the applicable HMO Subsidiary or PHC, as the case may be, shall meet and
negotiate in good faith to attempt to resolve the dispute. In the event the
dispute is not resolved within 30 days of the date one of the parties sent
written notice of the dispute to the other party, and if one of the parties
wishes to pursue the dispute, it shall be submitted to binding arbitration in
accordance with the rules of the American Arbitration Association. In no event
may arbitration be initiated more than one year following the sending of written
notice of the dispute. Any arbitration proceeding under this Agreement shall be
conducted in the State of Maryland. The arbitrators shall have no authority to
award any punitive or exemplary damages or to vary or ignore the terms of this
Agreement and shall be bound by controlling law.

      14.2. RENEGOTIATION OF THIS AGREEMENT DUE TO A SIGNIFICANT CHANGE OF
CIRCUMSTANCES.

            In the event a significant change of circumstances occurs during the
term of this Agreement, which presents a fundamental departure from the
assumptions and the intent of the parties in entering into this Agreement, and,
as a result thereof, the Capitation Rates for the services to be provided by
PBHC thereafter no longer reflect prevailing rates in the managed behavioral
health market for such services, then the parties shall, upon the request of PHC
or PBHC, adjust such Capitation Rates in accordance with the process set forth
in SECTION 9.3 hereof. A significant change of circumstances shall include, but
is not limited to, (a) a significant change in law or an order for compliance
issued by a government authority having competent jurisdiction; and/or (b)
significant changes in NCQA standards applicable to managed behavioral health
organizations or in prevailing industry standards with respect to NCQA
compliance. Any adjustment to the Capitation Rates pursuant to this SECTION 14.2
shall be retroactive to the first day of the month following the month in which
the request to adjust the Capitation Rates was made.

      14.3. RENEGOTIATION PROCEDURE.

            If SECTION 3.4 provides for renegotiation of this Agreement pursuant
to this SECTION 14.3, the parties shall engage in good faith negotiations with
the intent and goal of reaching a consensus which will preserve each party's
anticipated benefit and respective rights and obligations under this Agreement
and avoid default of this Agreement. Failure to agree upon renegotiated amounts
pursuant to SECTION 3.4 within 75 days after request for renegotiation shall be
submitted to arbitration pursuant to SECTION 14.1. When an event occurs which
allows for renegotiation of the amounts to be paid to PBHC under this Agreement,
the HMO Subsidiaries shall pay the amounts specified in SECTION 9.1 until final
resolution of the dispute. Any adjustments to the amounts paid to PBHC that are
subsequently agreed to by the parties shall be retroactive to the effective date
of the event which allowed for such renegotiation.


                                       35
<PAGE>

15.   TERM; TERMINATION

      15.1. TERM.

            This Agreement shall be effective on the Effective Date and shall
continue for a period of ten years, unless terminated as provided in this
Agreement.

      15.2. TERMINATION.

            This Agreement may be terminated as follows:

            15.2.1 BREACH BY PBHC. By PHC or any HMO Subsidiary (as to such HMO
Subsidiary or any of its Operating Units) upon 90 days (30 days in the case of a
termination by reason of a breach of SECTION 6.1.4) prior written notice in the
event of a material breach by PBHC of any material term of this Agreement (other
than a breach covered by Performance Standards). The written notice shall
specify the precise nature of the breach. In the event that PBHC cures the
breach within 90 days (30 days in the case of a termination by reason of a
breach of SECTION 6.1.4) after the non-breaching party's written notice, this
Agreement shall not terminate.

            15.2.2 BREACH BY PHC OR AN HMO SUBSIDIARY. By PBHC upon 90 days (30
days in the case of a termination by reason of a breach of SECTION 9.1.4) prior
written notice in the event of a material breach by PHC or any HMO Subsidiary or
Operating Unit of any material term of this Agreement. The written notice shall
specify the precise nature of the breach. In the event that PHC or the breaching
HMO Subsidiary or Operating Unit cures the breach within 90 days (30 days in the
case of a termination by reason of a breach of SECTION 9.1.4) after the PBHC's
written notice, this Agreement shall not terminate.

            15.2.3      PERFORMANCE BELOW TERMINATION STANDARDS.

            (a) BASIC STANDARDS. By any HMO Subsidiary (as to such HMO
      Subsidiary or any of its Operating Units) at any time if (i) PBHC fails,
      with respect to such HMO Subsidiary or any such Operating Unit, to perform
      at a level above the Termination Standards in three or more categories
      designated on ATTACHMENT D-1 as "Basic Standards" (the "Termination
      Threshold") and does not correct such failure within the period specified
      in the Termination Standards and (ii) such failure is continuing at the
      time notice of such termination is delivered to PBHC. Such termination
      shall be effective upon 30 days written notice.

            (b) HMO LICENSURE. By any HMO Subsidiary (as to such HMO Subsidiary
      or any of its Operating Units) if PBHC fails to perform at a level above
      the Termination Standards in any category designated on ATTACHMENT D-L and
      either (i) such failure causes the HMO Subsidiary or any such Operating
      Unit to lose its state licensure or presents an imminent threat of such
      loss or (ii) as a primary result thereof, one or more Large Accounts
      terminates or elects not to renew its Benefit Contract with such HMO


                                       36
<PAGE>

      Subsidiary or any such Operating Unit. Such termination shall be effective
      upon 30 days written notice.

            15.2.4      TERMINATION FOR INADEQUATE PERFORMANCE.

            (a) FIRST TERMINATION EVENT FOR INADEQUATE PERFORMANCE. By PHC with
      respect to itself and all HMO Subsidiaries and Operating Units at any time
      in the event that five or more HMO Subsidiaries or Operating Units have
      previously terminated this Agreement pursuant to SECTION 15.2.3 and the
      Capitation Rates payable hereunder with respect to three or more HMO
      Subsidiaries or Operating Units are then being reduced pursuant to SECTION
      4.8.5. Such termination shall be effective upon 30 days written notice.

            (b) SECOND TERMINATION EVENT FOR INADEQUATE PERFORMANCE. By any HMO
      Subsidiary (as to such HMO Subsidiary or any of its Operating Units) at
      any time in the event that the Capitation Rates payable hereunder with
      respect to such HMO Subsidiary or any such Operating Unit have been
      reduced pursuant to SECTION 4.8.5 for a period of one year or more. Such
      termination shall be effective upon 60 days written notice.

            (c) THIRD TERMINATION EVENT FOR INADEQUATE PERFORMANCE. By PHC with
      respect to itself and all HMO Subsidiaries and Operating Units at any time
      in the event that this Agreement has been terminated with respect to three
      or more HMO Subsidiaries or Operating Units pursuant to SECTION 15.2.4(B).
      Such termination shall be effective upon 60 days written notice.

            15.2.5 TERMINATION AFTER FIVE YEARS WITHOUT CAUSE. By PHC or any HMO
Subsidiary (as to such HMO Subsidiary or any of its Operating Units) without
cause after the fifth anniversary of the Effective Date Such termination shall
be effective upon 90 days written notice to PBHC.

            15.2.6TERMINATION ON CHANGE OF CONTROL TRANSACTIONS.

            (a) PHC. By PHC with respect to itself and all HMO Subsidiaries and
      Operating units in the event that P1W undergoes a Change of Control
      Transaction. Such termination right must be exercised within 30 days after
      the effective date of such Change of Control Transaction by giving written
      notice to PBHC. Such termination shall be effective 90 days after such
      written notice.

            (b) HMO SUBSIDIARY OR OPERATING UNIT. By any HMO Subsidiary (as to
      such HMO Subsidiary or any of its Operating units) in the event that such
      HMO Subsidiary or any such Operating Unit undergoes a Change of Control
      Transaction. Such termination right must be exercised within 30 days after
      the effective date of such Change of Control Transaction by giving written
      notice to PBHC, Such termination shall be effective 60 days after such
      written notice.


                                       37
<PAGE>

            (c) APS. By PHC at any time as to itself and all HMO Subsidiaries
      and Operating Units in the event that, prior to the initial public
      offering of APS stock, APS or, at any time, PBHC undergoes a Change of
      Control Transaction. Such termination right must be exercised within 30
      days after PHC is given written notice of such Change of Control
      Transaction by giving written notice to PBHC. Such termination shall be
      effective 60 days after such written notice. APS shall promptly give
      written notice to PHC of any such Change of Control Transaction.

            15.2.7 SCOPE OF TERMINATION. PBHC's termination of this Agreement
pursuant to SECTION 15.2.2 as to any HMO Subsidiary shall be effective only as
to that HMO Subsidiary and its constituent Operating Unit, if any, and its
termination of this Agreement pursuant to SECTION 15.2.2 as to any Operating
Unit shall be effective only as to that Operating Unit, and, in either such
case, this Agreement shall remain in effect as to the remaining parties. Any HMO
Subsidiary's termination of this Agreement pursuant to SECTION 15.2.1, 15.2.3,
15.2.4(B) OR 15.2.6(B) shall be effective only as to that HMO Subsidiary and its
constituent Operating Units, if any, and this Agreement shall remain in full
force and effect as to the remaining HMO Subsidiaries and Operating Units.

            15.2.8. PAYMENT OF CAPITATED BENEFICIARY ADJUSTMENT. Notwithstanding
anything to the contrary set forth in this Agreement, no termination pursuant so
this SECTION 15.2 shall be effective unless and until the payment of the
Capitated Beneficiary Adjustment, if any, required by Section 2.3 of the Stock
Purchase Agreement in respect of such termination has been made to APS;
provided, however, that in the event PHC or any HMO Subsidiary seeks to
terminate this Agreement pursuant to this SECTION. 15.2 and, in connection
therewith, pays the Capitated Beneficiary Adjustment that PHC or such HMO
Subsidiary believes in good faith is required by such Section 2.3 in respect of
such termination, such termination shall be deemed effective upon such payment,
regardless of whether PBHC or APS disputes the amount of such payment, and the
sole right of PBRC and APS shall be to seek arbitration pursuant to SECTION 15.3
regarding the amount of such payment.

      15.3. ARBITRATION IN CERTAIN EVENTS.

            Any disputes over whether a party is entitled to terminate this
Agreement pursuant to SECTION 15.2.1, 15.2.2 OR 15.2.3(B) shall, at any party's
request, be submitted to arbitration in accordance with SECTION 14.1 and during
the pendency of any such arbitration proceeding, this Agreement shall remain in
full force and effect, subject to the following sentence. Any disputes over
whether a party is entitled to terminate this Agreement pursuant to SECTION
L5.2.3(A), 15.2.4, 15.2.5 OR 15.2.6 shall not prevent the termination of this
Agreement as otherwise specified herein, provided that the foregoing shall not
preclude a party from thereafter seeking arbitration to assess damages in
respect of a wrongful termination of this Agreement by the other party. Any
disputes as to whether the correct amount of Capitated Beneficiary Adjustment
has been paid to APS in connection with a particular termination of this
Agreement shall not prevent the termination of this Agreement as otherwise
specified herein, provided that the foregoing shall not preclude APS or PBHC
from thereafter seeking arbitration to determine whether an incorrect payment
was made.


                                       38
<PAGE>

      15.4. EFFECT OF TERMINATION.

            15.4.1 Immediately upon termination of this Agreement as to any HMO
Subsidiary, such HMO Subsidiary shall notify Members subject to this Agreement
of such termination.

            15.4.2 PBHC shall cooperate with an HMO Subsidiary as to which this
Agreement has been terminated or such HMO Subsidiary's new mental health and
substance abuse vendor ("Vendor") in transitioning the care and management of
Members in treatment on the date of such termination. The HMO Subsidiary shall
or shall require Vendor to take and maintain the records in PBHC's possession
upon such terms and conditions as are agreed to an HMO Subsidiary, Vendor and
PBHC, but which grant PBHC subsequent access to such records.

            15.4.3      With respect to MHSA Services after the effective
date of termination of this Agreement:

            a.    OUTPATIENT MHSA SERVICES.  PBHC has no obligation to
            provide or arrange for the provision of outpatient MHSA Services
            after the effective date of termination of this Agreement.

            b. INPATIENT MHSA SERVICES. In the event a Member was admitted to a
            hospital pursuant to the terms of this Agreement prior to the
            effective date of termination, PBHC shall continue to provide and
            arrange for the provision of inpatient MHSA Services after the
            effective date of termination until the earlier of the date of the
            Member's discharge or the date on which PBHC recommends discharge or
            the date on which Member's coverage ceases under a Benefit Contract,
            provided, however, that PHC shall be financially liable for the
            payment of such inpatient MBSA Services.

            15.4.4 Termination of this Agreement by PHC or any HMO Subsidiary
pursuant to SECTION 15.2.3 OR 15.2.4(A) shall be deemed to be a termination for
breach of this Agreement by PBHC. In the event of a termination of this
Agreement pursuant to SECTION 15.2.1, 15.2.3 OR 15.2.4, the terminating party
shall retain all of its respective rights and remedies in respect of any breach
of this Agreement arising prior to such termination, including, without
limitation, its right to recover damages. Notwithstanding anything to the
contrary contained in this Agreement, if at any time PBHC terminates this
Agreement pursuant to SECTION L5.2.2 as to PHC, any HMO Subsidiary or any
Operating Unit, (i) PBHC' s sole and exclusive remedy in respect of such
termination shall be for APS to receive, as liquidated damages for such
termination, the Capitated Beneficiary Adjustment, if any, payable in respect of
such termination pursuant to Section 2.3.1(h) of the Stock Purchase Agreement
and (ii) neither APS nor PBHC shall have any other rights or claims against PHC
or any HMO Subsidiary or Operating Unit in respect of such termination or any
breach of this Agreement giving rise thereto (other than a breach committed in
bad faith); provided, however, that this sentence shall not prevent PBHC from
recovering any payments due and owing under this Agreement in respect of any
period prior to the effective date of such termination.


                                       39
<PAGE>

16.   OTHER AGREEMENTS

      16.1. APS GUARANTEE.

            APS hereby unconditionally guarantees to PHC and the HMO
Subsidiaries the prompt payment of all amounts due hereunder from PBHC and the
prompt performance by PBHC of all of its obligations hereunder, including,
without limitation, PBHC's obligations to pay claims pursuant to SECTION 6.1
hereof.

      16.2. SERVICES.

      If APS, directly or indirectly through any subsidiary or affiliate, shall
desire to provide or arrange for the provision of mental health and substance
abuse services to any person or entity other than pursuant to this Agreement, it
shall do so only in one of the following manners: (i) APS or PBHC shall provide
or arrange for the provision of such services; or (ii) a wholly owned direct or
indirect subsidiary of APS or PBHC shall provide or arrange for the provision of
such services, provided that such subsidiary guarantees the obligations of PBHC
hereunder to the same extent as the APS guarantee set forth in SECTION 16.1
pursuant to an agreement reasonably acceptable to PHC.

      16.3. COMMISSION FOR NEW BUSINESS.

            16.3.1. COMMISSION. As an incentive for PHC and its affiliates to
increase the number of Members covered under this Agreement or participating in
managed behavioral health care plans and products or Employee Assistance Plans
("EAP") administered by PBHC, PBHC shall pay PHC a commission (the "Commission")
based on New Company Business obtained during the term of this Agreement. The
Commission shall be paid in cash during the term of this Agreement on an annual
basis no later than one hundred and twenty (120) days after the end of the
calendar year to which the Commission relates. The Commission for each item of
New Company Business shall equal (A) three percent (3 %) of direct annual
revenues recognized by PBHC for such item for the calendar year in which such
item of New Company Business commences, (B) one and one-half percent (1.5%) of
such direct annual revenues recognized by PBHC in the following calendar year,
and (C) one-half percent (.5%) of such direct annual revenues recognized by PBHC
in the next following calendar year. The aggregate annual Commission in any year
shall equal the sum of Commissions accrued during such year with respect to
revenue recognized during such year from each item of New Company Business. For
purposes of this SECTION 16.3.1, "NEW COMPANY BUSINESS" shall mean new business
of PBHC arising from (X) the addition of a PHC Acquired Person that becomes a
party or subject to this Agreement or (Y) the addition of any new customer of
any affiliate of PHC (other than any HMO Subsidiary) as a new managed behavioral
health care or EAP client of PBHC, in each case other than (i) non-commercial
new business such as Medicare, Medicaid, or CHAMPUS business or (ii) new
business sold by PHC's Healthcare Network Sales Unit ("HNS").

            16.3.2. AGREEMENT WITH HNS. After the Effective Date, APS and PBHC
shall negotiate in good faith with PHC with respect to an agreement to be
entered into between PBHC and PHC pursuant to which HNS would sell EAP and
managed behavioral health care products


                                       40
<PAGE>

offered or administered by PBHC or by APS (directly or indirectly (other than
through PBHC)). Such agreement would provide, among other things, that PHC would
receive compensation appropriate to cover a portion of HNS overhead costs plus
incentive compensation costs associated with the sale of such products by HNS,
which compensation would be. negotiated by the parties in good faith.

17.   MISCELLANEOUS

      17.1. AMENDMENT.

      This Agreement may be amended only in writing and the amendment must be
executed by all parties to be bound by the amendment. If an amendment is to
apply only to one or more specified HMO Subsidiaries, it need only be signed by
such HMO Subsidiary or Subsidiaries and by PBHC, APS and PHC.

      17.2. ASSIGNMENT.

            17.2.1. GENERALLY. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and
permitted assigns. None of PBHC, APS, PHC or any HMO Subsidiary may assign any
of its rights and responsibilities under this Agreement to any person or entity
without the prior written consent of the other parties which consent shall not
be unreasonably withheld; provided, however, that (i) PHC may assign all of its
rights and obligations under this Agreement to any affiliate of PHC that has a
net worth (determined in accordance with GAAP (as defined in the Stock Purchase
Agreement) based upon the most recently prepared financial statements of such
affiliate) of at least $100,000,000 immediately before giving effect to such
assignment, in which case PHC shall be released from all liabilities and
obligations under this Agreement and (ii) PBHC, PHC or any HMO Subsidiary may
assign all of its rights and obligations under this Agreement to its successor
in a Change of Control Transaction relating to such party.

            17.2.2. PBHC CHANGE OF NAME. The parties acknowledge that PBHC will
change its corporate name as soon as practicable after the Effective Date. For a
period of three months after the Effective Date, PBHC shall have the right to
continue to use the existing printed materials listed on ATTACHMENT H containing
the names "PBHC" and "Principal Behavioral Health Care," for purposes of
distribution to Members.

      17.3. ENTIRE AGREEMENT.

      This Agreement, including the Attachments hereto, constitutes the entire
agreement among the parties hereto in regard to its subject matter and
supersedes all prior understandings, agreements, negotiations and discussions,
whether oral or written, with respect thereto.

      17.4. RELATIONSHIP BETWEEN THE PARTIES.


                                       41
<PAGE>

      The relationship among PBHC, APS, PHC and the HMO Subsidiaries is solely
that of independent contractors, and nothing in this Agreement or otherwise
shall be construed or deemed to create any other relationship, including one of
employment, agency or joint venture.

      17.5. TERMINATION OF MEMBERS.

      Subject to any restrictions in the Benefit Contracts, each HMO Subsidiary
shall act promptly to disenroll Members who meet criteria for termination.

      17.6. GOVERNING LAW.

      This Agreement shall be governed and construed in accordance with the laws
of the State of Maryland, without regard to conflict of laws principles thereof.

      17.7. NOTICES.

      Any notice under this Agreement shall be in writing and hand-delivered or
sent by prepaid, first class mail to the addresses and addressees identified
below, except as otherwise provided in the Agreement. The addresses and
addressees to which notices are sent for either party may be changed by proper
notice.

            If to PHC:

            Principal Health Care, inc.
            6705 Rockledge Drive
            Bethesda, Maryland 20815
            Ann:  Corporate Counsel
            Telephone:  301-581-0600
            Telecopier: 301-493-0743


            If to PBHC or APS:

            American Psych Systems, Inc.
            One Democracy Plan
            6701 Democracy Boulevard, Suite 555
            Bethesda, Maryland 20817
            Attn: Kenneth A. Kessler, M.D.
            Telephone:  301 -530-4222
            Telecopier: 301-530-0426

            With a copy (which shall not constitute notice) to:

            Hogan & Hartson, L.L.P.
            555 Thirteenth Street, N.W.
            Washington, D.C. 20004


                                       42
<PAGE>

            Ann:  Michael C. Williams
            Telephone:  202-637-8675
            Telecopier: 202-637-5910

            If to an HMO Subsidiary, to the address listed on the signature
            page.

      17.8. CONFIDENTIALITY OF PROPRIETARY INFORMATION.

      The parties acknowledge that in the course of the operations of this
Agreement, information of each party may be disclosed which reflects its
expertise regarding the management, programming, or delivery of services
("Proprietary Information"). Such information shall be deemed Proprietary
information if so identified by the disclosing party. The parties agree not to
use or disclose to any other person, firm, organization or company any
Proprietary Information of the other party, without the prior written consent of
the disclosing party, except to the extent required by applicable law.

      17.9. ANNOUNCEMENTS.

      No news release or other public disclosure of the matters covered by this
Agreement (including notification as to the change of PBHC's name or other
communications to Members or MHSA Providers or Participating Providers regarding
the sale of PBHC to APS) shall be made by or on behalf of any party hereto
without the express written consent of the other party hereto, which consent
shall not be unreasonably withheld. The parties shall consult with one another
in advance concerning the form and substance of any press release or other
public disclosure of the matters covered by this Agreement (including those
referred to above) and shall make a diligent effort to prohibit shareholders,
members, directors, officers, partners, employees or advisors from granting
press interviews or engaging in similar actions that would result in public
disclosure of such matters. Notwithstanding anything to the contrary contained
herein, either party may make any disclosure to which the parties agree in
writing or which such party deems necessary or advisable in order to fulfill
such party's disclosure obligations required by applicable law or regulations.
The party making such announcement shall give written notice of such disclosure
to the other party promptly after such disclosure.

      17.10. ATTACHMENTS.

      The Attachments to this Agreement shall be construed with and as integral
parts of this Agreement to the same extent as if they were set forth verbatim
herein; PROVIDED, HOWEVER, that in the event of any conflict between any such
Attachment and this Agreement, this Agreement shall control.

      17.11. HEADINGS; CERTAIN RULES OF CONSTRUCTION.

      The headings in this Agreement are intended solely for convenience of
reference and shall be given no effect in the construction or interpretation of
this Agreement. The terms "herein," "hereof," "hereunder" and any similar terms
used In this Agreement refer to this Agreement as a whole and not to any
particular Section or other provision hereof. The terms


                                       43
<PAGE>

"including" or "include" shall mean "including, without limitation," or
"include, without limitation," as the case may be.

      17.12. NO WAIVER.

      No delay or failure on the part of any party hereto in exercising any
right, power or privilege under this Agreement shall impair any such right,
power or privilege or be constitute as a waiver of any default or any
acquiescence therein. No single or partial exercise of any such right, power or
privilege shall preclude the further exercise of such right, power or privilege,
or the exercise of any other right, power or privilege. No waiver shall be valid
against any party hereto unless made in writing and signed by the party against
whom enforcement of such waiver is sought and then only to the extent expressly
specified therein.

      17.13. COUNTERPARTS.

      This Agreement may be executed in two or more counterparts, each of which
shall be considered an original, but all of which together shall constitute one
and the same instrument.

      17.14. OTHER DEFINITIONAL PROVISIONS.

      References to "Sections" shall be to Sections of this Agreement unless
otherwise specifically provided. Any of the terms defined in this Agreement may,
unless the context otherwise requires, be used in the singular or the plural,
depending on the reference. Any reference herein to any agreement, document or
instrument, including, without limitation, this Agreement, and any Attachments
hereto, unless expressly noted otherwise, shall be a reference to each such
agreement, document or instrument as the same may be amended, restated,
supplemented or otherwise modified from time to time to the extent permitted
hereunder.


                                       44
<PAGE>

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY
THE PARTIES.




                                       45
<PAGE>

            IN WITNESS WHEREOF, the parties have cause this Behavioral Health
Services Agreement to be executed on their behalf as of the date set forth
above.

                                    PRINCIPAL HEALTH CARE, INC.


                                    By:    /s/ Kenneth J. Linde
                                          ---------------------------------
                                    Name:  Kenneth J. Linde
                                          ---------------------------------
                                    Title: President & CEO
                                          ---------------------------------

                                    By:    /s/ Robert Mrizek
                                          ---------------------------------
                                    Name:  Robert Mrizek
                                          ---------------------------------
                                    Title: V.P. & Counsel
                                          ---------------------------------


                                    PRINCIPAL BEHAVIORAL HEALTH CARE, INC.


                                    By:    /s/ Kenneth Kessler
                                          ---------------------------------
                                    Name:  Kenneth A. Kessler, M.D.
                                          ---------------------------------
                                    Title: President
                                          ---------------------------------

<TABLE>
<S>                                 <C>
                                    AMERICAN PSYCH SYSTEMS, INC.


                                    By:    /s/ Kenneth A. Kessler, By Scott Tyler Power of Attorney
                                          ---------------------------------
                                    Name:  Kenneth A. Kessler, M.D.
                                          ---------------------------------
                                    Title: President
                                          ---------------------------------
</TABLE>


                                       46