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                                                                EXHIBIT 10.15.2

                            THIRD AMENDMENT TO THE
                      BEHAVIORAL HEALTH SERVICES AGREEMENT


     The Behavioral Health Services Agreement (the "Agreement"), effective
September 26, 1997, among American Psych Systems, Inc. ("APS"), American Psych
Systems Holdings, Inc. ("APSH"), Coventry Health Care, Inc. ("CHC") and the
Original HMO Subsidiaries as defined therein, is hereby amended as follows:

     WHEREAS, the parties previously amended the Agreement as of June 1, 1999
and September 26, 1997, and

     WHEREAS, the parties desire to further amend the Agreement to replace the
Goal Performance Standards and Termination Standards of the Agreement.

     NOW THEREFORE, in consideration of the promises and mutual covenants of the
parties to this Agreement and other good and valuable consideration, the receipt
and sufciency of which are hereby acknowledged, it is mutually covenanted and
agreed as follows:

1.   Amendments to the Agreement.

1.1  SECTION 1, "DEFINITIONS," is amended by adding the following definitions:

     "APS" includes "Principal Behavioral Health Care, Inc." and "PBHC".

     "CHC" includes "Principal Health Care, Inc." and "PHC".

1.2  SECTION 4.3.1, "NETWORK CONFIGURATION," is amended by adding the following
at the end of the section:

     The adequacy of APS' network of MHSA Providers and Members' accessibility
     to MHSA Providers shall be measured in accordance with Section 4.8.3 of
     this Agreement and the Provider Availability and Provider Accessibility
     Standards set forth in Attachment D-1, Goal Performance Standards to the
     Agreement.

1.3 SECTION 4.3.2, "SERVICE AREA MODIFICATION," is amended by inserting the
following at the end:

     Notwithstanding the foregoing, the adequacy of APS' network of MHSA
     Providers and Members' accessibility to MHSA Providers shall be measured in
     accordance with the actual results reported pursuant to Section 4.8.3 as
     compared to the Provider Availability and Provider Accessibility Standards
     set forth in Attachment D-1, Goal Performance Standards. Nothing in this
     Section 4.3.2 shall be deemed or construed as relieving HMO Subsidiaries'
     of their respective


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obligations to notify APS of their active Service Areas pursuant to Exhibit 1 to
Attachment D-1, Goal Performance Standards.

1.4 SECTION 4.6, "AVAILABILITY OF IN-NETWORK MHSA SERVICES," is amended by
replacing "24" in paragraph (b) with "48", and by replacing "5" in paragraph (c)
with "10".

1.5 SECTION 4.8.3, "PERFORMANCE STANDARDS REPORTING," is amended as follows: (a)
by inserting at the end of paragraph (c): "Notwithstanding the foregoing, annual
reports due for 1999 and each annual period thereafter shall be due on
February 15." and (b) by inserting at the end of the section:

     If the due date for a report falls on a weekend or holiday, then the report
     shall be due on the next business day. For purposes of the annual report,
     the period reported on shall be the calendar year commencing January 1 and
     ending December 31.

1.6 SECTION 4.8.5, "RATE REDUCTION FOR SUB-STANDARD PERFORMANCE," is hereby
deleted and replaced with the following:

     4.8.5 PENALTY FOR NON-ATTAINMENT OF GOAL PERFORMANCE STANDARD. If, after
     the expiration of the applicable cure period described in Attachment D-1,
     "Goal Performance Standards," APS has failed to attain the Goal Performance
     Standard, then APS shall pay CHC the penalty provided for in Attachment
     D-1. Such payment from APS shall be due within thirty (30) days from the
     end of the applicable cure period. In calculating the amount of the
     penalty, the number of Members shall be based on the number of Members APS
     received Capitation Payments for during the applicable reporting period.
     The penalty shall be calculated from the first day of the cure period until
     the standard has been met by APS.

1.7 SECTION 4.8.6, "PERFORMANCE DEFAULT CAUSED BY MIS," is deleted and replaced
with the following:

     4.8.6 PERFORMANCE DEFAULT BEYOND APS' CONTROL. In the event the operations
     of APS or any substantial portion thereof are interrupted by war, fire,
     insurrection, labor/provider contract troubles, riots, the elements,
     earthquakes, acts of God, or similar circumstance that is beyond APS
     control, the provisions of this Agreement (or such portions hereof as APS
     is thereby rendered incapable of performing), including CHC's obligation to
     compensate APS for any services which APS is incapable of performing, shall
     be suspended for the duration of such interruption. Such suspension shall
     not be deemed or construed as a breach of this Agreement by APS or the
     failure by APS to comply with a Goal Performance Standard.

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1.8 SECTION 8.2, "SPECIAL TERMS RELATING TO GOVERNMENT PROGRAMS," is amended by
inserting the following at the end of the section:

     The special terms relating to MHSA Services in connection with the
     Medicare+Choice Program, Operational Policy Letter (OPL98.077), and other
     Medicare laws implemented by the U.S. Health Care Financing Administration
     are attached hereto as ATTACHMENT G-3.

1.9 SECTION 15.2.3, "PERFORMANCE BELOW TERMINATION STANDARDS," is amended as
follows: (1) paragraph (a), "Basic Standards," is amended by replacing the term
"Basic Standards" in the heading with "Tennination Standards" and by replacing
"on Attachment D-1 as "Basic Standards" with "Attachment D-2, Termination
Standards.", and (2) paragraph (b), "HMO Licensure," is amended by replacing the
reference to "Attachment D-1" with "Attachment D-2, Termination Standards."

1.10 SECTION 15.2.4, "TERMINATION FOR INADEQUATE PERFORMANCE," is amended by
deleting subsections (a), (b) and (c) in their entirety and substituting the
following therefor:

     By CHC with respect to itself and all HMO Subsidiaries and Operating Units
     at any time in the event that five (5) or more HMO Subsidiaries or
     Operating Units have previously terminated this Agreement pursuant to
     Section 15.2.3(a) or (b). Such termination shall be effective upon thirty
     (30) days written notice.

     Any references to any subsections of Section 15.2.4 shall be deleted and
     "SECTION 15.2.4" shall be substituted therefor.

1.11 ATTACHMENTS D-1, D-2, AND D-3 are hereby deleted in their entirety and
replaced with ATTACHMENT D-1, "GOAL PERFORMANCE STANDARDS," and ATTACHMENT D-2,
"TERMINATION STANDARDS," attached hereto and incorporated herein.

1.12 ATTACHMENT G-3, "SPECIAL TERMS RELATING TO MHSA SERVICES RELATING TO THE
MEDICARE+CHOICE PROGRAM," attached hereto is incorporated into the Agreement
following Attachment G-2.

2.   GENERAL PROVISIONS.

     2.1 Nothing herein shall be held to vary, alter, waive or extend any of the
terms, conditions, agreements, or limitations of the Agreement except as above
stated in this Amendment.

     2.2 This Amendment shall terminate upon the termination of the Agreement
and under the same terms and conditions specified in the Agreement.

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     2.3 The effective date of this Amendment is October 1, 1999.

     IN WITNESS WHEREOF, the patties hereto have caused this Amendment to be
executed by their authorized officers to be effective as of the date set forth
above.


AMERICAN PSYCH SYSTEMS, INC.

By: /s/ Helene Roybal
   ------------------------------
Name: HELENE ROYBAL
      ---------------------------
Title: Executive VP-Operations
      ---------------------------


AMERICAN PSYCH SYSTEMS HOLDINGS, INC.

By: /s/ Helene Roybal
   ------------------------------
Name: HELENE ROYBAL
      ---------------------------
Title: Executive VP-Operations
      ---------------------------


COVENTRY HEALTH CARE, INC.
On behalf of itself and the HMO Subsidiaries

By:  /s/ B. J. Mansheim
    ------------------------------
Name:    B. J. MANSHEIM
     -----------------------------
Title:   Chief Medical Officer
      ----------------------------



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