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                                                                 EXHIBIT 10.2.2

                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                                       OF
                              KENNETH A. KESSLER


            THIS AGREEMENT, effective as of the 23rd day of December, 1998,
is made by and between American Psych Systems Holdings, Inc., a Delaware
corporation ("APS"), and Kenneth A. Kessler, M.D. (the "Employee").

                                   WITNESSETH:

            WHEREAS, the Employee and APS are parties to an Employment Agreement
dated April 3, 1995 (the "Agreement");

            WHEREAS, Psych Systems Holdings, Inc. ("PSH"), a wholly-owned
subsidiary of APS, desires to enter into a loan transaction (the "Loan") with
NationsCredit Commercial Corporation ("NationsCredit") whereby NationsCredit
will make a credit facility available to PSH in the aggregate principal
amount of up to $25,000,000;

            WHEREAS, NationsCredit, as a condition of advancing the Loan, is
requiring that Employee extend the term of the Agreement to the earlier of (i)
December 15, 2003 or (ii) the date upon which the Loan is repaid in full; and

            WHEREAS, the parties hereto desire to set forth their agreement
concerning the extension of the termination date of the Agreement.

            NOW, THEREFORE, in consideration of the foregoing, for the mutual
promises and covenants hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, mutually agree and covenant as follows:

      1.    AMENDMENT TO TERM OF EMPLOYMENT AGREEMENT

      Section 1.02 of the Agreement shall be deleted in its entirety and the
following shall be inserted in lieu thereof:

            1.02  TERM. The term of Employment hereunder shall commence as of
April 3, 1995, and shall continue through the earlier of (i) December 15, 2003
or (ii) such time as the loan described in that certain Credit Agreement, dated
December 23, 1998, among Psych Systems Holdings, Inc., American Psych Systems
Holdings, Inc., the Lenders referenced therein and NationsCredit Commercial
Corporation, is paid in full.


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      2.    EFFECT OF AMENDMENT

      Except for the amendment to the Agreement set froth in paragraph 1 above,
all of the terms and conditions of the Agreement remain unmodified and in full
force and effect.

      IN WITNESS WHEREOF, APS has caused its duly authorized officer to execute
and acknowledge this Agreement and Employee has set his hand and seal, all on
the day and year first above written.


                              AMERICAN PSYCH SYSTEMS HOLDINGS, INC.



                        By:   /s/ Scott Taylor
                              ---------------------------------
                              Scott O. Taylor, Vice President


                              EMPLOYEE


                              /s/ Kenneth Kessler
                              ---------------------------------
                              Kenneth A. Kessler



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