<PAGE>

                                                                 EXHIBIT 10.12

July 16, 1997


Helene Roybal
4713 Gran Deli Drive
Crestwood, KY  20910

REVISED OFFER LETTER

Dear Ms. Roybal:

I am pleased to confirm to you the offer to join American Psych Systems in the
full-time professional position of Executive Vice President of Operations. You
salary will be $6,346.15 biweekly (if annualized, $165,000 per year). A sign on
bonus in the amount of $25,000 will be issued to you in conjunction with your
first payroll with American Psych Systems. You will currently be eligible for
company benefits according to eligibility requirements. In addition, paid days
leave (PDL) will accrue at the rate of twenty (20) days per year. Your start
date will be on or before August 25, 1997. This offer of employment expires at
close of business on July 17, 1997.

You will be granted 130,000 stock options according to the terms and regulations
of the plan. This represents approximately 1% of the outstanding stock options
of American Psych Systems. It is estimated that upon settlement of the
acquisition of Principal Behavioral Health Care that the stocks estimated value
will be $2.00 a share. Your vesting schedule will be based on a three (3) year
schedule. You will be required to sign a non-compete agreement which will be
provided to in accordance to receiving the stock options.

You will be eligible for a bonus in the amount of 30% of your annualized salary.
Your bonus will be based on satisfying the Company's Annual Plan which will be
mutually determined by the senior management team and approved by the Board of
Directors. American Psych Systems will engage the services of a competitive
consulting firm to recommend a bonus structure. The expectation is that the
fiscal bonus incentive plan will relate specifically to "making budget" at the
end of each fiscal year.

A moving relocation allowance will be granted to you in the amount of $59,000.
This amount will include but not limited to the following: moving household
property, costs associated with sale of your current property, interim housing,
storage of household property, return trips to Kentucky, house hunting trips,
and car moving expenses. In the event your expenses do not exceed $59,000, you
will be issued the remaining amount as compensation. In addition, you will be
reimbursed for the closing costs associated with the purchase of your new home
in MD or VA. This amount will not exceed $13,000 and excludes loan origination
fees associated with the purchase.

In the event you rescind your acceptance of this position, you will be obligated
to pay American Psych Systems in the amount of $50,000. This payment must be
made within thirty (30) days of notification or expected start date, whichever
is earlier. If you voluntarily resign from your position as Executive Vice
President of Operations within the first two (2) years of employment

<PAGE>


Helen Roybal
July 16, 1997
Page 2



effective on your start date, you will be obligated to reimburse the company on
a pro-rated basis the amount issued to you for relocation expenses, closing
costs, and the sign-on bonus.

You will be entitled to a one (1) year severance payment in the amount of your
current annualized salary in the event your position is terminated due to
reasons other than for cause or gross misconduct. The severance agreement is
effective close of business on July 17, 1997, upon receipt of signed acceptance.
Payments will be issued on a monthly basis.

Employment is contingent on satisfying all employment requirements applicable to
your position including but not limiting to the following: Employment
Eligibility Verification (I-9), credentialing criteria, reference check, etc.
Please note that your employment with American Psych Systems is subject to the
terms and conditions outlined in the Application for Employment. An application
was previously forwarded to your attention for completion and return.

We look forward to your acceptance of this offer. Please indicate your
acceptance by signing and returning a copy of this letter. Please forward your
signed letter to my attention at 205 Lexington Av., 9th Fl., NY, NY 10016. If
you have any questions, please feel free to call me at (212) 252-9102 x232.



Sincerely,



Maureen Lisa
Director of Human Resources



ACCEPTED BY



/s/ Helene Roybal                                           July 17, 1997
--------------------------------                            -------------------
Signature                                                   Date