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                                                                   EXHIBIT 10.19


                        TENNESSEE BEHAVIORAL HEALTH, INC.

                    TENNESSEE MENTAL HEALTH COOPERATIVE, INC.
                               PROVIDER AGREEMENT


         THIS AGREEMENT is made between TENNESSEE BEHAVIORAL HEALTH, INC., a
Tennessee corporation ('TBH'), and TENNESSEE MENTAL HEALTH COOPERATIVE, INC., a
Tennessee corporation ("Provider").

                                    RECITALS

         A. Provider manages the Mental Health Cooperative, Inc., a Tennessee
not-for-profit corporation ("MHC") and Case Management, Inc., a Tennessee
not-for-profit corporation ("CMI") who are behavioral health providers who are
duly licensed, trained and/or certified under the laws of the State to provide
Designated Covered Services to Enrollees and have authorized Provider to enter
into this Agreement on their behalf. Reference to "Provider" herein shall mean
MHC and CMI with respect to the provision of Designated Covered Services by
Provider to Enrollees and any licensing requirements.

         B. TBH is organized to arrange on behalf of Payors for the provision of
Covered Services to Enrollees under Payor Plans sponsored, maintained or
administered by such Payors.

         C. TBH also contracts with other managed care organizations to arrange
for the provision of Covered Services to Enrollees under Payor Plans sponsored,
maintained or administered by such organizations.

         D. TBH and Provider mutually desire to arrange for the provision of
Designated Covered Services by Provider to Enrollees under such Payor Plans.

         NOW, THEREFORE, in consideration of the above recitals and the mutual
covenants of the parties set forth below, it is agreed as follows:

                                    ARTICLE 1

                                   DEFINITIONS


         The following definitions shall be used in the interpretation and
implementation of this Agreement.

         1.1 "ADDENDUM" means any amendment or supplement to this Agreement
identifying a Payor Plan and setting forth certain essential provisions of the
Payor Plan that are necessary for Provider to provide and bill for Designated
Covered Services provided to Enrollees covered under the Plan Contract in a
manner permitted by this Agreement and such Plan Contract. All provisions of
each Addendum are incorporated herein by reference and shall be deemed a part of
this Agreement. A list of all Addenda attached to this Agreement as of the time
of its execution by the parties is set forth on the List of Addenda attached to
this Agreement as Exhibit 2. Addenda may be deleted of added to this Agreement
by TBH as provided in Section 13.2 of this Agreement.

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         1.2 "AGREEMENT" means this Agreement, all Exhibits and Addenda and all
applicable State or federal requirements that are required by law or contract to
be incorporated as a part of this Agreement

         1.3 "CASE MANAGER" means the Participating Provider to whom TRH has
given all or some of those duties and responsibilities described in Article IV
of this Agreement.

         1.4 "CLEAN CLAIM" means a properly completed claim for payment for
Designated Covered Services received by TBH from Provider that, in the
reasonable determination of TBH, is complete (i.e. requires no further
information, documentation, adjustment or alteration by Provider in order to be
processed and paid by TBH or any Contract MCO), that is not contested or denied
by TBH or the Contract MCO (i.e. not reasonably believed to be incorrect or
fraudulent) and that is not subject to appeal or grievance procedures.

         1.5 "CONTRACT MCO" mean a managed care organization that provides or
arranges for the provision of health care services to Enrollees and who
contracts with TBH for TBH to arrange for the provision of behavioral health
care services to such Enrollees under one or more Plan Contracts which the
Contract MCO sponsors, maintains or administers.

         1.6 "COORDINATION OF BENEFITS" means allocation of responsibility to
pay for health care services between two or more Payors covering the same
Enrollee.

         1.7 "COPAYMENT" means an Enrollee's share of costs for Covered Services
under a Plan Contract, including cost sharing expressed as coinsurance and
deductibles under such Plan Contract. Copayment varies in amount according to
the terms of the applicable Plan Contract.

         1.8 "COVERED SERVICES" means those behavioral health care services and
supplies that are both Medically/Psychologically Necessary and covered and to be
provided by Participating Providers under a Plan Contract. Coverage of Covered
Services; under a Plan Contract is limited to the least intensive and/or
expensive alternative treatment, supply or level of care that is consistent with
professionally recognized standards of medical practice within the community and
TBH Policies.

         1.9 "CPT" means the appropriate published edition of Current Procedural
Terminology, a listing of descriptive terms and identifying codes for reporting
medical services and procedures performed by health care providers, including
all updates to such listing.

         1.10 "CREDENTIALING" means the process by which TBH or a Contract MCO
certifies or recertifies the clinical credentials of Participating Providers or
Provider Affiliates.

         1.11 "DESIGNATED COVERED SERVICES" means those Covered Services
identified in Exhibit 1 and in any Addenda as Covered Services to be provided by
Provider or Provider Affiliates to Enrollees under this Agreement.

         1.12 "DRUG FORMULARY" means the applicable listing of medications
eligible for coverage as Covered Service under any prescription medication
benefit offered in conjunction with a Plan Contract that is created, published
and updated by TBH or a Contract MCO. A copy of the most current applicable Drug
Formulary will be delivered to Provider by TBH from time to time. Each Drug
Formulary will include a summary of important procedural requirements and other
relevant information applicable to such benefit.

         1.13 "DSM" means the latest published edition of Diagnostic and
Statistical Manual of Mental Disorders a listing of diagnostic categories and
criteria that provides guidelines for making diagnoses of behavioral and
substance abuse disorders. A DSM diagnosis of


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a behavioral disorder is a minimum requirement for the determination of
Medical/Psychological Necessity for behavioral health care.

         1.14 "EMERGENCY CARE" means a Covered Service rendered by a Mobile
Crisis Unit or in an inpatient facility that is Medically/Psychologically
Necessary for the stabilization of behavioral disorders which, if not
immediately diagnosed and treated, would result in danger to the patient or
others. The attending health care provider is exclusively responsible for making
medical determinations and treatment decisions; however, payment for behavioral
health care services rendered will be conditioned on (a) whether Prior
Authorization has been obtained, if required under the applicable Payor Plan or
Plan Contract and (b) TBH's subsequent review and determination as to whether
such services constitute Covered Services under the applicable Plan Contract and
are consistent with professionally recognized standards of practice and TBH's
Policies. Provider may appeal claims for payment of such services that are
denied by TBH through those TBH Procedures related to Participating Provider
appeals.

         1.15 "ENROLLEE" means a person covered under a Plan Contract for the
provision of Covered Services.

         1.16 "EXHIBIT 1" means the exhibit marked as such that is attached to
this Agreement and that describes those Designated Covered Services to be
provided to Enrollees by Provider under this Agreement as of the time of the
execution of this Agreement. Exhibit 1 may be revised or amended from time to
time by agreement of the parties as provided in Section 13.1 of this Agreement
and shall be amended to the extent provided in any Addendum.

         1.17 "EXCLUDED SERVICES" means (i) all medical/surgical services, (ii)
those behavioral health services and other services and supplies which are not
Covered Services and (iii) those Covered Services that are not Designated
Covered Services. Excluded Services rendered by Provider to Enrollees are not
compensated under this Agreement.

         1.18 "LIST OF ADDENDA" means the list of Addenda attached to and made a
part of this Agreement as Exhibit 2.

         1.19 "MEDICAL DIRECTOR" means a physician duly licensed to practice
medicine in the State who is employed by or under contract with TBH to monitor
the provision of Covered Services to Enrollees.

         1.20 "MEDICALLY/PSYCHOLOGICALLY NECESSARY" means behavioral health
services which TBH reasonably determines are necessary and appropriate for
treatment of those symptoms and behaviors of an Enrollment. demonstrate the
presence of a behavioral disorder as described in the DSM. The terms "necessary"
and "appropriate" as used in this definition are determined by TBH according to
professionally recognized standards of practice and TBH Policies. The attending
health care provider is exclusively responsible for making all medical
determinations and treatment decisions. However, payment of Provider for
behavioral health care services rendered will be conditioned on TBH's subsequent
review and determination as to whether such services were Designated Covered
Services that were Medically/Psychologically Necessary. Such determination shall
be based on TBH's review of the applicable Plan Contract and its determination
of whether such services were consistent with professionally recognized
standards of practice and TBH's Policies, subject to the provider grievance and
appeal procedure set forth in TBH Procedures. The fact that a health care
provider, including, where appropriate, Provider, may prescribe, order,
recommend or approve a behavioral health care service does not, in itself, make
such service Medically/Psychologically Necessary or make the service a
Designated Covered Service even though it is not specifically listed as an
exclusion or limitation. Provider may appeal claims for payment which have been
denied by TBH through TBH's provider appeal procedures.




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         1.21 "MOBILE CRISIS UNIT" means any Participating Provider(s) designed
by TBH or State to respond to calls relating to the evaluation, treatment and/or
Referral of Enrollment who may be or are in need of immediate Covered Services
or other behavioral health services. Each Mobile Crisis Unit designated by TBH
will respond to calls, evaluate Enrollees and make Referrals in accordance with
TBH Policies and TBH procedures.

         1.22 "PARTICIPATING PROVIDER" means a physician, other individual
health care provider, hospital or facility credential, trained and/or licensed,
as appropriate, to provide one or more Covered Services, or an independent
practice association or medical group, whose members are licensed, trained or
certified to provide one or more Covered Services, who contracts with TBH to
provide one or more Covered Services to Enrollees.

         1.23 "PAYOR" means an employer, insurance company, health maintenance
organization, third party administrator, health plan, managed care organization,
the State or other person, group or entity that contracts or arranges for the
provision of health care services to Enrollees pursuant to one or more Plan
Contracts.

         1.24 "PAYOR PLAN" means any benefit plan or program adopted,
implemented, established or by a Payor or Contract MCO for the purpose of
providing, arranging for the provision of or making available Covered Services
to Enrollees.

         1.25 "PLAN CONTRACT" means the contract between TBH and a Payor or
Contract MCO pursuant to which TBH has agreed to arrange for the provision of
Covered Services to Enrollees. Each Plan Contract that is covered by this
Agreement shall be identified by an Addendum that describes the essential
provisions of the Plan Contract that are necessary for Provider to provide and
bill for Designated Covered Services provided to Enrollees covered by such Plan
Contract in a manner permitted by this Agreement and such Plan Contract.

         1.26 "PRIOR AUTHORIZATION" means authorization of behavioral health
care services for coverage as Designated Covered Services by TBH prior to the
Enrollee obtaining such services. Requests for Prior Authorization will be
denied if TBH reasonably determines that the behavioral health care services
that are proposed for coverage are (a) not included as Covered Services under
the applicable Plan Contract, (b) not Medically/Psychologically Necessary, (c)
not Designated Covered Services or (d) in conflict with TBH Policies.

         1.27 "PROVIDER" means collectively Tennessee Mental Health Cooperative,
Inc. and MHC and CMI with respect to the provision of Designated Covered
Services and licensing requirements.

         1.28 "PROVIDER AFFILIATE" mean MHC, CMI and any health care provider
that is (i) employed by or under contract with Provider (ii) licensed, trained,
certified or otherwise qualified to provide Designated Covered Services to
Enrollees pursuant to this Agreement, (iii) Credentialed to provide Designated
Covered Services by TBH and (iv) authorized by TBH to provide Designated Covered
Services to Enrollees on behalf of Provider under this Agreement.

         1.29 "QUALITY MANAGEMENT PLAN" means those quality procedures and
information TBH determines are necessary and appropriate to measure and/or
ensure quality of clinical and non clinical services required by TennCare. The
terms "necessary" and "appropriate", as used in this definition, are determined
by TBH according to the State quality and performance standards.

         1.30 "REFERRAL" means the act and process through which TBH or a Case
Manager refers an Enrollee to Provider to obtain Designated Covered Services.

         1.31 "STATE" means the State of Tennessee and, where appropriate, a
department, agency, bureau or other subdivision thereof.



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         1.32 "TBH" means Tennessee Behavioral Health. Inc. and its successors
and assigns.

         1.33 "TBH POLICIES" means those behavioral health care rules and
policies adopted by TBH that are utilized by TBH for the purpose of determining
whether any behavioral health care service provided by a Participating Provider
to an Enrollee is a Medically/Psychologically Necessary Designated Covered
Service. TBH shall have the right to amend or revoke TBH Policies from time to
time in its discretion. Provider may object to any amendments in which case the
parties shall meet to resolve their differences and, if no resolution occurs,
Provider may terminate this Agreement on 90 days prior written notice to TBH.

         1.34 "TBH PROCEDURES" means those rules, regulations and procedures
adopted by TBH that must be followed by Participating Providers when providing
and billing for Covered Services under this Agreement and which address, among
other things, obtaining Prior Authorization, billing for Covered Services and
appealing any TBH decision regarding whether a behavioral health care service is
a Covered Service or is Medically/Psychologically Necessary. TBR shall have the
right to amend TBH Procedures from time to time in its discretion.

         1.35 "TBH PROVIDER MANUAL" means the manual, prepared by TBH and
distributed to Participating Providers, that contains those current TBH Policies
and TBH Procedures that must be readily accessible to Provider in order to carry
out Provider's duties under this Agreement. TBH shall be responsible for
updating the TBH Provider Manual to reflect all revisions or changes to TBH
Policies or TBH Procedures and for distributing such changes or revisions to
Provider.

         1.36 "TENNCARE" means the program administered by the State (currently
pursuant to waiver granted by the Health Care Financing Administration, United
States Department of Health and Human Services) under which the State pays a
monthly prepaid capitated amount to managed care organizations and behavioral
health organizations for rendering or arranging necessary health care services
to eligible persons, and any successor program implemented by the State.

                                    ARTICLE 2

                             OBLIGATIONS OF PROVIDER

         2.1 DESIGNATED COVERED SERVICES. Provider shall provide
Medically/Psychologically Necessary Designated Covered Services to all Enrollees
entitled to coverage for such services under a Plan Contract. Provider warrant
that the Designated Covered Services described in Exhibit 1 and all Addenda are
within the scope of Provider's license and/or training and that Provider is
professionally or otherwise qualified to provide such Designated Covered
Services to Enrollees. Provider shall provide Designated Covered Services to
Enrollees in accordance with a plan of care that has been approved by TBH and
shall assist TBH and the Case Manager, as requested, in the establishment of
such plan of care. If so indicated in Exhibit 1, Provider will serve as a Case
Manager or provide one or more Mobile Crisis Units to perform those functions
required under TBH Policies and TBH Procedures.



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         2.2 PROVIDER AFFILIATES.

                  2.2.1 SERVICES. Provider shall have the right to provide
Designated Covered Services to Enrollees through one or more Provider Affiliates
subject to the terms of this Agreement. Provider shall permit Provider
Affiliates to provide Designated Covered Services under this Agreement only if
such Provider Affiliate agrees in writing to comply with, observe and be bound
by the terms of this Agreement that are applicable to Provider. Where
appropriate, all references to Provider in this Agreement shall be deemed to
include all Provider Affiliates. Provider shall not authorize, permit or allow
any Designated Covered Service to be delivered or provided by anyone other than
Provider or a Provider Affiliate meeting the requirements of this Section 2.2.

                  2.2.2 PAYMENT OF PROVIDER AFFILIATES. Provider shall be solely
and exclusively responsible for compensating all Provider Affiliates who provide
Designated Covered Services to Enrollees under this Agreement and shall
indemnify and hold TBH and the applicable Payor harmless from any liability,
cost or expense related to or arising from any claim for payment or other
compensation by a Provider Affiliate made against TBH or any Payor. The sale and
exclusive obligation of TBH or any Payor to pay for Designated Covered Services
rendered by Provider or any Provider Affiliate under this Agreement shall be to
make payments directly to Provider pursuant to Section 3.1.

                  2.2.3 PROVIDER RESPONSIBILITY FOR PROVIDER AFFILIATES.
Provider shall be solely and legally liable for the quality of Designated
Covered Services or any other health care service that any related Provider
Affiliate renders to Enrollees and for ensuring that Designated Covered Services
provided by any related Provider Affiliate are within the scope of the related
Provider Affiliate's license and training and meet professionally recognized
standards of practice within the community. For purposes of this subsection, the
term "related Provider Affiliate" shall mean a Provider Affiliate who is
employed by Provider, or, in the case of a Provider that is an institution or
facility, who is authorized by the rules, bylaws or regulations of such
institution or facility to provide professional services to Enrollees at or on
behalf of such institution or facility.

         2.3 REFERRAL, PRIOR AUTHORIZATION AND MANAGED CARE REQUIREMENTS. To the
extent applicable to Provider, compensation for behavioral health care services
is limited to Designated Covered Services rendered by Provider which have been
authorized by Referral and, when required under a Plan Co., have been rendered
after Prior Authorization has been given by TBH. Provider shall abide by TBH
Policies and TBH Procedures governing Referrals, Prior Authorization,
utilization management, and concurrent, retrospective and prospective review of
Designated Covered Services. It is Provider's responsibility to follow TBH
Policies and TBH Procedures and to provide sufficient information and reports in
a timely manner for TBH to complete its reviews. Prior Authorization shall only
apply to Designated Covered Services to be rendered by Provider that are payable
on a fee-for-service basis.

         2.4 EXCLUDED SERVICES. Provider must advise the Enrollee in writing,
prior to providing Excluded Services to the Enrollee, that the services are not
covered by this Agreement, will not be paid for by TBH or any Contract MCO or
Payor and that the Enrollee will be responsible for paying Provider directly for
such services. Further, if an Enrollee requests such Excluded Services, Enrollee
must acknowledge in writing, in advance of the provision of services, that
neither TBH nor any Contract MCO or Payor shall be responsible for the payment
of such services.

         2.5 DRUG FORMULARY. Provider shall comply with the medication
dispensing guidelines set forth in the Drug Formulary applicable to each Payor
Plan.



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         2.6 ACCESSIBILITY OF DESIGNATED COVERED SERVICES. Designated Covered
Services shall be available and accessible to Enrollees from Provider during
reasonable hours of operation, with provision for after-hour services, if
applicable. If Provider is required to provide Emergency Care or any other
Designated Covered Service as a full-time service, Emergency Care or such
service shall be available and accessible 24 hours a day, 7 days a week.
Provider shall monitor the accessibility of Designated Covered Services to
Enrollees and shall comply with TBH's efforts to monitor and evaluate same and
TRH Policies and TBH Procedures.

         2.7 TREATMENT OF ENROLLEES. Provider, Provider Affiliates and
Provider's staff and administrative personnel shall treat Enrollees promptly,
fairly and courteously by phone, in person or in writing. Provider, Provider
Affiliates and TBH, and their respective employees, shall portray each other at
all times in a positive light in their interactions with Enrollees and the
public.

         2.8 REPORTING OF ACTIONS AGAINST PROVIDER OR A PROVIDER AFFILIATE.
Provider shall notify TBH within five (5) calendar days of the occurrence of any
of the following of which Provider has knowledge, such notice to include a brief
description of such occurrence and the reasons therefor:

                  2.8.1 any action taken to restrict, suspend or revoke
Provider's and/or a Provider Affiliate's license to provide any Designated
Covered Service required by this Agreement;

                  2.8.2 any suit or arbitration action brought against Provider
and/or a Provider Affiliate for malpractice;

                  2.8.3 any felony information or indictment or investigation
instituted by the State or any federal agency with regulatory authority naming
Provider and/or a Provider Affiliate;

                  2.8.4 any disciplinary proceeding or action naming Provider
and/or a Provider Affiliate before an administrative agency of the State or any
federal agency with regulatory authority over Provider or any Provider
affiliate;

                  2.8.5 any cancellation or material modification of the
professional liability insurance required to be carried by Provider or any
Provider Affiliate;

                  2.8.6 any action taken to restrict, suspend or revoke the
participation of Provider or any provider Affiliate in Medicare, CHAMPUS or
TennCare;

                  2.8.7 any Enrollee written complaints against Provider or any
Provider Affiliate,

                  2.8.8 any disciplinary action or action to terminate or
restrict privileges at any hospital or other health care facility taken by such
facility against Provider or any Provider Affiliate; and

                  2.8.9 any other event or situation which might materially
affect the ability of Provider or any Provider Affiliate to carry out Provider's
duties and obligations under this Agreement.

Provider shall, provide TBH with a summary of the final disposition of any such
occurrence.

         2.9 QUALITY OF COVERED SERVICES. Provider shall, be solely and legally
responsible for the quality of Designated Covered Services or any other health
care service that Provider renders to Enrollees. Said services shall meet
professionally recognized standards of practice. TBH's professional review and
credentialing committees shall monitor the quality of Designated Covered
Services rendered. Provider shall cooperate and comply, and shall cause all
Provider Affiliates to cooperate and comply, with TBH's Quality Management Plan


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and internal quality of care review system and the reasonable decisions of the
Medical Director. Provider and all Provider Affiliates shall abide by TBH
Policies and TBH Procedures for Credentialing, Prior Authorization, utilization
review, utilization management and quality management. Provider acknowledges
that TBH's quality management program includes provisions for provider
reporting, records audit, peer review, provider appeals and a grievance process
for Enrollees. The minutes of the quality management committee shall be
available for review by the applicable Payor or Contract MCO and State and
federal regulatory agencies if required by law or contract. Provider and all
Provider Affiliates shall comply with all final determinations of TBH's peer
review, provider appeal and Enrollee grievance process, subject to Provider's
rights of grievance and appeal under TBH Policies and TBH Procedures.

         2.10 COORDINATION OF BENEFITS. Provider shall cooperate with TBH with
respect to the administration of Coordination of Benefits required under a Plan
Contract or Article X of this Agreement. Provider and Provider Affiliates shall
consent to such release of information by TBH to other Payors as is necessary
and lawful to accomplish Coordination of Benefits and will assign right to
payment or bill the primary Payor as required by TBH.

         2.11 THIRD PARTY LIABILITY AND WORKERS' COMPENSATION RECOVERIES.
Provider shall cooperate with TBH to procure third party liability and workers'
compensation recoveries. The proceeds of such recoveries shall be the exclusive
property of TBH provided Provider is paid by TBH for Designated Covered Services
rendered.

         2.12 RECORD KEEPING AND REPORTING REQUIREMENTS.

                  2.12.1 RECORDS. Provider shall maintain current medical and
other records in accordance with accepted standards of all information relevant
to Designated Covered Services provided to Enrollees, including, but not limited
to services performed, charges, day of services, medical/patient charts,
prescription orders, diagnoses, documentation of orders for laboratory and other
tests and rest results, Referrals and other information necessary for the
evaluation of the nature, necessity, quality, quantity, appropriateness and
timeliness of such services.

                  2.12.2 MAINTENANCE OF RECORDS. Provider shall maintain for at
least five, (5) years after the date of the delivery of services and readily
make available to TBH, the State, the United States Department of Health and
Human Services, and any other government agency with regulatory authority,
medical and behavioral health records of Enrollees receiving Designated Covered
Services and all related administrative records. Upon request, TBH and such
agencies shall have access at reasonable times to the books, records and papers
of Provider relating to Designated Covered Services, to the cost thereof and
Copayments received from Enrollees.

                  2.12.3 REPORTING REQUIREMENTS. Provider shall comply with the
encounter, clinical information or other reporting requirements of each Plan
Contract and Payor Plan and shall utilize such reporting forms as required by
TBH or the Payor.

                  2.12.4 CONFIDENTIALITY OF INFORMATION. Provider shall assure
that all material and information, in particular information relating to
Enrollees, which is provided to or obtained by or through Provider's performance
under this Agreement, whether verbal, written, taped, computerized or otherwise,
shall be maintained and treated as confidential information to the extent
confidential treatment is required under State and federal laws. Provider shall
not use any such information in any manner except as necessary for the proper
discharge of its obligations and securement of its rights under this Agreement.
Except as expressly authorized by this Agreement, all information as to personal
facts and circumstances concerning Enrollees obtained by Provider shall be
treated as privileged communications shall be held confidential and shall not be
divulged without the written consent of the Enrollee, provided


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that nothing stated herein shall prohibit the disclosure of information in
summary, statistical or other form which does not identify particular Enrollees.
The use or disclosure of information concerning Enrollees by Provider, any
Provider Affiliate or TBH shall be limited to purposes directly connected with
the administration of this Agreement.

                  2.12.5 ACCESS TO CONFIDENTIAL INFORMATION. Subject to all
applicable privacy and confidentiality laws, rules and regulations, the medical
records of Enrollees and administrative records related thereto shall be made
available to each Participating Provider and to TBH, any appropriate Contract
MCO or Payor, and their respective agents and representatives. Provider shall
allow TBH inspection, audit and duplication of any and all data, billings and
other records maintained on Enrollees. Inspection, audit and duplication shall
occur after reasonable notice during regular working hours. Ownership and access
to Provider's records of Enrollees shall be controlled by applicable laws of the
State and this Agreement. TBH and State and federal regulatory agencies shall
also have access to such records as required by law and pursuant to the terms of
Article 7 of this Agreement. Each Enrollee and his or her authorized
representatives shall be given access to such Enrollee's medical records, to the
extent and in the manner provided by Tenn. Code Ann. Section 33-3-104(10),
Section 63-2-101, Section 63-2-102 and 42 C.F.R. 2, and, subject to reasonable
charges, be given copies thereof upon request.

         2.13 INSURANCE.

                  2.13.1 PROFESSIONAL LIABILITY. During the term of this
Agreement and for a period of three (3) years after termination, Provider shall
maintain (through regular or tail coverage) professional liability insurance
covering Provider and all Provider Affiliates in amounts equal to $1,000,000 per
claim and $3,000,000 in the aggregate of all claims per policy year. Upon
execution of this Agreement, Provider will deliver to TBH certificates of
insurance or other evidence of insurance reasonably satisfactory to TBH
indicating that this insurance is in effect. TBH shall be provided not less than
30 days' advance written notice prior to any cancellation, non-renewal or
material change in this coverage and may require a certificate from the insuror
to such effect.

                  2.13.2 GENERAL LIABILITY. During the term of this Agreement,
Provider shall maintain general liability insurance with reasonable limits
against claims for damages arising as a result of personal injury or death
caused, in whole or in part, by any act or omission of Provider of any of its
agents, servants and employees.

         2.14 NON-DISCRIMINATION. Neither Provider nor any Provider Affiliate
shall discriminate against any Enrollee solely on the grounds that the Enrollee
files a complaint against Provider, a Provider Affiliate or TBH, or because of
the Enrollee's race, color, national origin, ancestry, religion, sex, marital
status, sexual orientation, age, physical handicap, or medical or behavioral
health condition

         2.15 REPORTING CHANGES OF PROVIDER INFORMATION. Provider shall notify
TBH, in writing, at least 30 calendar days prior to any known or anticipated
change and within ten (10) days after any unanticipated change in the address,
business telephone number, business hours, tax identification number, license
number and, if applicable, Drug Enforcement Agency registration number of
Provider or any Provider Affiliate.

         2.16 CREDENTIALING REQUIREMENTS. Each Provider Affiliate shall, prior
to providing Designated Covered Services under this Agreement, meet TBH's
Credentialing requirements for each Plan Contract and Payor Plan.

         2.17 LICENSE REQUIREMENTS. Each Provider Affiliate shall maintain all
appropriate licenses, certifications, training and standards required by
applicable state and federal laws for the providing of Designated



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Covered Services under this Agreement. Tennessee Mental Health Cooperative, Inc.
shall not be authorized to and shall not provide Designated Covered Services to
Enrollees.

         2.18 NON-SOLICITATION. Neither Provider, any Provider Affiliate nor any
entity or person associated with Provider or any Provider Affiliate shall use
any membership lists or other information obtained as a Participating Provider
to solicit Enrollees in any way on behalf of any health plan other than the
Contact Plan in which the Enrollee is enrolled. Such solicitation shall be a
material breach of this Agreement. TBH acknowledges that Provider has had
complete access to the identities of the Enrollee and has treated the Enrollees
prior to entering into this Agreement and Provider is unrestricted in the use of
any information secured prior to entering into this Agreement.

         2.19 REQUIREMENTS FOR SUBMISSION OF CLAIMS BY PROVIDER. With respect to
those Designated Covered Services that Provider is to be compensated for based
on the submission of a Clean Claim, claims for payment shall be paid only if
submitted to TBH or its designee within 60 days after the date the Designated
Covered Services were rendered and only after TBH has determined that a claim is
a Clean Claim. Provider shall not seek payment from Enrollees for claims for
Designated Covered Services submitted to TBH except with respect to the
applicable Copayment amount. Forms, used in submitting claims shall be in a
format approved by TBH (generally, HCFA 1500 and UB-92 forms are in an approved
format). Claim shall include, at a minimum, the following information if
applicable: date of service, patient name, Enrollee identification number, Plan
Contract identification number, Referring Case Manager's name and identification
number, number of service units, diagnosis, billed dollar amount, Copayment
amount (if applicable), CPT and DSM codes and procedure description. This
Section shall only apply to claims submitted on a fee-for-service basis.

         2.20 LEGAL AND PROFESSIONAL RESPONSIBILITY. Provider shall perform all
of Provider's duties and obligations under this Agreement in accordance with all
applicable laws, rules and regulations, including those made applicable by
reason of any Contract Plan or Addendum. To the extent Provider is an individual
practitioner, Provider acknowledges that he/she has an independent professional
responsibility to his/her patient/Enrollee, and agrees that no action by TBH
pursuant to either this Agreement or TBH Policies or TBH Procedures shall in any
way absolve Provider or any Provider Affiliate from, or in any way restrict or
inhibit his/her performance of professional duties and obligations due a
patient/Enrollee.

         2.21 TRANSFER. If Provider is an individual practitioner, then, if
after reasonable efforts a satisfactory Provider-patient relationship is not
established and maintained between Provider and any Enrollee, either Provider,
such Enrollee or TBH may request that the Enrollee's care be transferred to
another Participating Provider. No such change shall be effective, however,
without the prior express approval of TBH which shall not be reasonably delayed
or withheld.

         2.22 CONFIDENTIALITY AND RETURN, OF PROPRIETARY INFORMATION. Provider
covenants to maintain the confidentiality of any information and documents
relating to or prepared pursuant to this Agreement or any Plan Contract and all
information or documents supplied to Provider by TBH pursuant to this Agreement,
and shall not copy such documents or use such information or documents for any
purpose other than discharging Provider's duties under this Agreement. Provider
shall take reasonable precautions to prevent the unauthorized disclosure of all
such information and documents. TBH consents to such disclosure to Provider
Affiliates to the extent necessary for Provider to arrange coverage by or
otherwise engage Provider Affiliates to provide Designated Covered Services in
accordance with this Agreement. Provider agrees to promptly return the TBH
Provider Manual and any other TBH proprietary documents or material upon
termination of this Agreement, including any copies thereof, in Provider's or
Provider Affiliate's possession or control.

         2.23 HOLD HARMLESS. Provider agrees that in no event, including but not
limited to nonpayment of Provider by TBH, shall any Enrollee be liable for any
amounts owed to Provider or any Provider Affiliate for any


                                      10.
<PAGE>   11


Designated Covered Service provided by Provider to Enrollees under this
Agreement, except to the extent Provider shall be permitted to bill for and
collect a Copayment from the Enrollee pursuant to the applicable Plan Contract.
Provider shall not maintain any action at law or take any action against any
Enrollee to collect sums owed or allegedly owed to Provider by TBH or any Payor
or Contract MCO with respect to any Designated Covered Service. Provider shall
not charge, collect or seek to collect from any Enrollee any surcharge or other
amount for Designated Covered Services other than applicable Copayments nor
shall Provider solicit or accept any surety or guarantee of payment from the
Enrollee in excess of the amount of such Copayments. The term Enrollee, as used
in this Section 2.23, includes the patent and the parent(s), guardian, spouse or
any other person legally responsible for the patient.

         2.24 REFERRALS. To the extent required by the Plan Contract or TBH
Policies or TBH Procedures, Provider shall Refer Enrollees only to other
Participating Providers and shall comply with all requirements of such Plan
Contract, TBH Policies and TBH Procedures for notification of TBH or the Case
Manager with respect to Referrals for Emergency Care or other Covered Services
to a health care provider that is not a Participating Provider.

         2.25 NO RIGHT TO REFUSE DESIGNATED COVERED SERVICES. Provider shall not
refuse to provide Medically/Psychologically Necessary Designated Covered
Services to any Enrollee provided the Enrollee has been certified by TBH as
eligible to receive such Designated Covered Services and TBH has given its Prior
Authorization for the provision of such Designated Covered Services when
required under the terms of the Contract Plan or this Agreement. An individual
Provider shall not be required to accept or continue treatment of an Enrollee
with whom the Provider cannot, after reasonable efforts, establish or maintain a
professional relationship.

         2.26 MARKETING. TBH and any Contract MCO may include references to
Provider, Provider Affiliates and their business addresses and telephone numbers
in any Payor Plan materials provided to Enrollees, in any marketing or
solicitation campaigns initiated by TBH or by any Contract MCO, and in any
materials used by TBH in informing other Participating Providers of network
affiliations. All marketing, advertising and publicity relative to the
solicitation of Plan Contracts will be conducted by TBH and its designees.

         2.27 ADDENDA. To the extent any of the obligations, responsibilities or
rights of either of the parties under this Agreement shall be expanded, limited
or otherwise affected by the terms of any Addendum, then the terms of such
Addendum shall control, and, in the event any of the provisions or terms of an
Addendum shall conflict with or be inconsistent with the terms and conditions of
this Agreement, the terms and provisions of such Addendum shall control.

         2.28 COMPLIANCE WITH PAYOR PLANS. Provider will comply with all
requirements imposed on providers under Payor Plans and will not implement any
policy or practice designed or intended to circumvent the obligation of any
Enrollee to pay any Copayment.

         2.29 CREDENTIALING REQUIREMENTS. Provider acknowledges that pursuant to
the execution of this Agreement, it shall be necessary for TBH to perform
Credentialing of Provider and Provider Affiliates, and each individual Provider
and Provider Affiliate shall be required to execute a form of release and
immunity authorizing TBH to obtain Credentialing information from third parties
in the form of Exhibit 3 attached to this Agreement.

         2.30 REPRESENTATIONS AND WARRANTIES OF PROVIDER. Provider hereby
represents and warrants to TBH as follows:

                  2.30.1 Provider has the legal right, power and authority to
execute and deliver this Agreement on behalf of MHC and CMI and to legally bind
MHC and CMI to the terms, conditions and obligations



                                      11.
<PAGE>   12

of this Agreement as the authorized agent for MHC and CMI, to the same exam as
if this Agreement had been executed and delivered by MHC and CMI.

                  2.30.2 Under the term of its agreement with MHC and CMI,
Provider is authorized to receive payment from TBH for all Designated Covered
Services provided by MHC and CMI to Enrollees and Provider shall indemnify and
hold TBH, its officers, employees and agents, harmless from and against any
claims made by MHC and CMI for payment for services rendered pursuant to this
Agreement.

                  2.30.3 MHC and CMI have such licenses, certifications and
other qualifications as are necessary to meet TBH's Credentialing requirements
and will maintain all such licenses, certifications and qualifications for so
long as MHC and CMI are providing Designated Covered Services under the terms of
this Agreement.

                  2.30.4 MHC and CMI have appointed Provider as its agent to
exercise, waive and represent the rights and interests of MHC and CNU under this
Agreement including without limitation, exercising the following rights on
behalf of MHC and CMI: (i) pursue grievance procedures, (ii) accept and execute
Addenda adding Payor Plans or amending this Agreement, (Iii) pursue arbitration
remedies and (iv) exercise rights of extension or termination of the Agreement.
All rights of MHC and CMI under the Agreement shall be exercisable solely by
Provider on behalf of MHC and CM1.

                  2.30.5 Provider shall maintain a network of MHC and CMI
throughout the term of this agreement sufficient for meeting all requirements
for the provision of Designated Covered Services to Enrollees imposed on TBH by
reason of all Plan Contracts in effect during the term of this Agreement.

                                    ARTICLE 3

                                TBH'S OBLIGATIONS

         3.1 COMPENSATION TO PROVIDER. In consideration for the Designated
Covered Services which Provider readers to Enrollees pursuant to this Agreement,
TBH shall reimburse Provider or any Provider Affiliate in accordance with the
following provisions and all Addenda. Where any Addendum sets forth a
compensation arrangement which is inconsistent with the following provisions,
the terms of the Addendum shall govern.

                  3.1.1 METHOD AND AMOUNT OF COMPENSATION. Provider shall accept
as payment in full for Designated Covered Services rendered to Enrollees under a
Payor Plan and Plan Contract based upon and in accordance with the method and
amounts, payable by TBH set forth in the Addendum) referencing such Payor Plan
and Plan Contract, plus Copayments payable solely by Enrollees in accordance
with such Payor Plan.

                  3.1.2 EXCLUSIVE COMPENSATION BY TBH. In the event that TBH
fails, for any reason, to pay for Designated Covered Service, neither the
Enrollee receiving such Designated Covered Services nor the Contract MCO or
Payor sponsoring, maintaining or administering such Plan Contract shall be
liable to Provider for sums owed by TBH under this Agreement and Provider shall
not maintain an action at law or initiate collection efforts against such
Enrollee or Contract MCO or Payor to collect such sum.

                  3.1.3 NO PAYMENT FOR EXCLUDED SERVICES. Except as provided in
Section 2.4, neither an Enrollee, any Payee, any Contract MCO nor TBH shall be
liable for payment for (1) any Designated Covered Service determined by TBH to
be not Medically/Psychologically Necessary, (2) any Designated


                                      12.
<PAGE>   13


Covered Service for which Prior Authorization and/or Case Manager Referral is
required under the applicable Plan Contract as a prerequisite of coverage but
which is not obtained, or (3) Excluded Services.

                  3.1.4 TIME REQUIREMENTS FOR PAYMENT OF CLAIMS. To the extent
an Addendum shall require that TBH compensate Provider on a fee for service or
other basis requiring the submission of claims by Provider, TBH or its designee
shall process and reimburse Provider's claims for Designated Covered Services
provided to Enrollees consistent with TBH Policies and TBH Procedures and in
accordance with terms of the pertinent Plan Contract. TBH shall pay ninety-five
percent (95%) of Clean Claims within 30 calendar days of receipt of such claim
by TBH and will pay the remaining five percent (5%) of Clean Claims within forty
(40) calendar days of receipt by TBH. TBH shall process within sixty (60)
calendar days of receipt all claims submitted by Provider. The term "process"
means that TBH will make a determination as to whether the submitted claim is a
Clean Claim or advise Provider that a submitted claim is (i) a denied claim and
specify all reasons for denial or (ii) not a "Clean Claim" due to insufficient
information and/or documentation and specify in detail all information and/or
documentation that is needed from the Provider in order to allow or deny the
claim. Resubmission of a claim with further information and/or documentation
shall constitute a new claim for purposes of establishing the timeframe for
claim processing and payment under this Subsection 3.1.4.

                  3.1.5 TIME REQUIREMENTS FOR PAYMENT OF CAPITATED PAYMENT BY
TBH. To the extent an Addendum shall require that TBH compensate Provider on a
capitated rate method or any other method that does not require the submission
of a claim by Provider, TBH shall pay the capitated amount to Provider by no
later than (i) the tenth (10th) day of the calendar month or (11) if such
Addendum refers to a Plan Contract sponsored, maintained or administered by a
Contract MCO or by the State, within five (5) business days after receipt of the
capitation payment or other compensation payment by TBH from such Contract MCO
or the State, as appropriate.

                  3.1.6 PAYMENT OF PROVIDER AFFILIATES. All payments due
Provider and all Provider Affiliates under this Agreement shall be made directly
to Provider, and Provider shall be solely responsible for paying or otherwise
compensating all Provider Affiliates, as provided in Subsection 2.2.2.

                  3.1.7 LIMITATION ON COMPENSATION OBLIGATION. Notwithstanding
any provision in the Agreement to the contrary, where TBH pays another
Participating Provider on an all-inclusive per diem, percentage of premium,
program or capitated rate basis, and such Participating Provider is responsible
for payment of Provider's services, Provider shall look only to such
Participating Provider for payment of Designated Covered Services rendered to
Enrollees.

                  3.1.8 OTHER PAYMENT REQUIREMENTS. Other billing, claim
submission and payment requirements may be included in any provider manual
provided to Provider by TBH.

         3.2 MONITOR QUALITY MANAGEMENT. TBH shall monitor Provider's quality
management activities and compliance with TBH's quality management policies and
procedures. TBH shall also monitor Provider's compliance with its Credentialing
and disciplinary policies and procedures. Provider shall comply with any
reasonable corrective action plans implemented by TBH.

         3.3 ENROLLEE GRIEVANCES. TBH shall have primary and final
responsibility for administering Enrollee grievance procedures. Provider shall
be given notice of and the right to participate in any Enrollee grievance
procedure.



                                      13.
<PAGE>   14

                                    ARTICLE 4

                                 CASE MANAGEMENT

         4.1 CASE MANAGER DESIGNATION. If Provider is designated as a Case
Manager under any Addendum, Provider shall provide the case management services
described in Section 4.2 to those Enrollees who are covered by the Plan Contract
described in such Addendum and who are assigned to Provider by TBH. TBH may
request, in its discretion, that Provider provide some but not all case
management services described in Section 4.2 depending upon the requirements of
the Plan Contract. TBH shall compensate Provider for rendering such case
management services in the amount and manner set forth in such Addendum, such
compensation to be in addition to any amounts owing to Provider under this
Agreement for providing Designated Covered Services to Enrollees.

         4.2 CASE MANAGEMENT SERVICES. Case management services shall include
the following services which shall be available 24 hours a day, 7 days a week:

                  4.2.1 serving as an intake center, identifying the health care
needs of the Enrollee and developing a plan of care for such Enrollee, which
includes the identification of long term and short term goals with respect to
those Enrollees assigned to Case Manager pursuant to Section 4.1;

                  4.2.2 making Referrals and assisting the Enrollee and his or
her family in accessing Covered Services and other behavioral health services in
the least restrictive and most efficient and cost-effective environment;

                  4.2.3 processing requests from Participating Providers for the
delivery of Covered Services to Enrollees and making recommendations to TBH with
respect to Prior Authorization decisions relating to such proposed Covered
Services;

                  4.2.4 monitoring the Enrollee's care to evaluate progress and
advocating for the Enrollee with other Participating Providers;

                  4.2.5 communicating and discussing with Participating
Providers the effectiveness of the plan of care for the Enrollee, any Covered
Services provided to the Enrollee, any Emergency Care provided and/or
notifications thereof required by this Agreement and helping TBH assure that the
plan of care that has been approved by TBH is implemented and followed by
Participating Providers;

                  4.2.6 reviewing with TBH the efficiency and effectiveness of
care provided to the Enrollee by Participating Providers;

                  4.2.7 assisting TBH in the coordination and provision of all
Covered Services to be provided to Enrollees under the Plan Contract;

                  4.2.8 developing linkages with the Contract MCO and with other
agencies and individuals involved in the Enrollee's case; and

                  4.2.9 carrying out such other reasonable case management
responsibilities or duties as may be delegated or assigned to Case Managers
under TBH Policies or TBH Procedures and agreed by Provider, which agreement
shall not be unreasonably withheld.


                                      14.

<PAGE>   15

                                    ARTICLE 5

                                      TERM

          This Agreement will have an initial term of one (1) year and will
renew automatically for Successive one-year terms, unless earlier terminated as
provided in Article VI.

                                    ARTICLE 6

                             TERMINATION PROVISIONS

         6.1 TERMINATION BY EITHER PARTY WITHOUT CAUSE. After the initial
one-year term of this Agreement, this Agreement may be terminated without cause
by either party at any time upon ninety (90) calendar days' prior written notice
to the other party.

         6.2 IMMEDIATE TERMINATION. This Agreement shall terminate upon TBH's
notice to Provider in the event of the occurrence of any of the following:

                  6.2.1 violation by Provider or any Provider Affiliate of any
law, rule or regulation pertinent to this Agreement;

                  6.2.2 any act or conduct for which any of Provider's licenses
or certifications to provide Designated Covered Services may be revoked or
suspended or for which Provider's or any Provider Affiliate's ability to provide
Designated Covered Services in accordance with this Agreement is otherwise
materially impaired,

                  6.2.3 failure by Provider or any Provider Affiliate to comply
with TBH's quality management policies, utilization management policies,
Credentialing criteria, TBH Policies or TBH Procedures that is not cured within
30 days after notice from TBH;

                  6.2.4 any misrepresentation or fraud by Provider, or any 
Provider Affiliate;

                  6.2.5 any action by Provider or any Provider Affiliate which,
in the reasonable judgment of TBH, constitutes professional misconduct;

                  6.2.6 Provider's failure to maintain professional liability
insurance in accordance with this Agreement; or

                  6.2.7 If Provider is an individual, the death or disability of
Provider.

         6.3 TERMINATION BY EITHER PARTY DUE TO MATERIAL BREACH OF AGREEMENT.
This Agreement may be terminated by either party upon thirty (30) days' prior
written notice to the other party if the party to whom notice is given is in
material breach of any provisions of this Agreement. The party claiming the
right to terminate will set forth in the notice of intended termination the
facts underlying the claim that the other is in breach of this Agreement. Remedy
of the breach to the satisfaction of the party giving notice, within 30 days of
receipt of notice, will nullify the intended termination notice.



                                      15.
<PAGE>   16

         6.4 TERMINATION BY CHANGE IN LAW OR REGULATION. This Agreement may be
terminated by a change in law or regulation or a judicial interpretation
thereof, which renders any material term or provision of this Agreement illegal,
invalid or unenforceable. Termination under this section shall be effective on
the effective date of the change in law or regulation, or judicial
interpretation thereof.

         6.5 TERMINATION BY TBH ON REJECTION OF AMENDMENT. If Provider rejects
an amendment submitted to Provider by TBH pursuant to Article XIII of this
Agreement and the amendment has been submitted by TBH to all Participating
Providers similar to Provider, the parties will meet within ten (10) days after
rejection by Provider to resolve any differences or problems related to the
amendment. If the parties fail to agree at such meeting, TBH may elect, in its
discretion, to terminate this Agreement upon written notice to Provider setting
forth the date of termination.

         6.6 NO FURTHER FORCE OR EFFECT AFTER TERMINATION. Except as otherwise
specified in Section 6.9, following the effective date of termination, this
Agreement will be of no further force or effect.

         6.7 CONTINUATION OF CERTAIN SERVICES. If any Enrollees are receiving
Designated Covered Services as of the date of termination of this Agreement
(with or without cause), Provider will continue to provide Designated Covered
Services to those Enrollees in accordance with the terms of this Agreement until
TBH arranges for alternative care or treatment, which will be arranged as soon
as practicable, but in no event beyond the termination date of the Enrollee's
coverage under the applicable Plan Contract. TBH shall continue to compensate
Provider for such services in accordance with the terms of this Agreement until
the Enrollee is transferred to another Participating Provider.

         6.8 TRANSFER OF ENROLLEES AFTER TERMINATION. Upon notice of termination
of this Agreement, Provider agrees to cooperate in an orderly transfer of
Enrollees to other Participating Providers to protect and meet the behavioral
health care needs of Enrollees in the transfer.

         6.9 SURVIVABILITY. Notwithstanding any other provisions of this
Agreement to the contrary, upon termination of this Agreement for any reason,
each party will remain liable for any obligations or liabilities arising from
activities occurring prior to the effective date of termination. The covenants
and obligations of the parties set forth in Articles VIII, X and XX, Sections
2.10, 2.12, 2.18, 2.22, 2.23, 2.28, 6.7, 6.8 and Subsection 2.13.1, and all
other covenants or obligations which by their terms or by implication are
intended by the parties to continue in effect after termination of this
Agreement, shall survive termination and shall remain in effect and enforceable
by the parties.

                                    ARTICLE 7

                                  AUDIT RIGHTS

         7.1 AUDIT AND INSPECTION. TBH, any Contract MCO and State and federal
regulatory agencies with regulatory jurisdiction have the right to conduct, or
have conducted by a third party, medical. financial and other audits,
inspections and evaluations of Provider's records and facilities, with respect
to Designated Covered Services provided to Enrollees under this Agreement
including quality appropriateness and timeliness of services. Audits and
inspections by the State or federal agencies may be announced or unannounced,
but other audits or inspections shall be at reasonable times, upon reasonable
advance notice. Any such party or entity shall be allowed access to Provider's
place of business and to all appropriate records during normal business hours,
except under special circumstances (as determined by State and federal
regulatory agencies) when after hour admission shall be allowed. Such audit
rights shall not apply to confidential corporate information of Provider that is



                                      16.
<PAGE>   17

unrelated to this Agreement or the provision of Designated Covered Services. In
conducting any medical audit, neither TBH nor the Contract MCO shall be entitled
to examine medical or behavioral health records of patients who are not
Enrollees. Provider shall cooperate fully with the auditing or inspecting party
and furnish copies of medical and behavioral health records, when requested by
TBH, the Contract MCO or any State or federal regulatory agency for the purpose
of an audit, inspection or evaluation at no charge. TBH or the Contract MCO, as
appropriate, shall be responsible for providing Provider with copies of all
releases or consent from Enrollees necessary for TBH or Contract MCO to have
access to such records.

         7.2 MONITORING. TBH, any Contract MCO and State and federal regulatory
agencies with regulatory jurisdiction shall have the right to monitor, whether
on an announced or unannounced basis, all services rendered to Enrollees by
Provider.

                                    ARTICLE 8

                       DISPUTE RESOLUTION AND ARBITRATION

         8.1 DISPUTES. Except as provided in Section 8.3, if any dispute arises
between the parties involving a contention by one party that the other has
failed to perform it obligations and responsibilities under this Agreement, then
the party making such contention shall, prior to initiating any action
authorized in the Agreement, promptly give written notice to the other party
pursuant to Article XVI. Such notice shall set forth in detail the basis for the
party's contention. The other party shall, within thirty (30) calendar days
after receipt of the notice, provide a written response seeking to satisfy the
party that gave notice regarding the matter as to which notice was given.
Following such response, or the failure of the second party to respond to the
complaint of the first party within thirty (30) calendar days if the party that
gave notice of dissatisfaction remains dissatisfied, then that party shall so
notify the other party and the matter shall be promptly submitted to binding
arbitration, with the cost of establishing any arbitration.

         8.2 ARBITRATION. Except as provided in Section 8.3, all claims,
disputes, and other matters in question arising out of or relating to this
Agreement or any breach of this Agreement shall be decided by arbitration in
accordance with the rules of the American Arbitration Association, then
obtaining, unless the parties mutually agree otherwise in writing. This
agreement to arbitrate shall be specifically enforceable pursuant to the
Tennessee Uniform Arbitration Act as codified in Tenn. Code Ann. SectionSection
29-5-301, et seq. The award rendered by the arbitrator shall be final and a
judgment may be entered upon it in accordance with the applicable State law. The
responsibility for any legal fees and/or costs incurred by such action shall be
borne by the party designated by the arbitrator.

         8.3 TBH POLICIES OR TBH PROCEDURES. The provisions of Section 8.1 and
8.2 shall not apply to (i) any determination made by TBH pursuant to TBH
Policies or TBH Procedures that are subject to appeal by Provider under appeal
and grievance procedures contained in TBH Policies or TBH Procedures or (ii) any
decision made by Payor or TBH that may be made at the discretion of such party
by the terms of this Agreement. Such appeal or grievance procedures shall be the
sole remedy of Provider in such instance, and the determination resulting from
such procedures shall be binding on Provider.



                                      17.
<PAGE>   18

                                    ARTICLE 9

                            RELATIONSHIPS OF PARTIES

         TBH and Provider are independent contractors in relation to one another
and no joint venture, partnership, employment, agency or other relationship is
intended or created by this Agreement. Neither TBH nor Provider is authorized to
represent or bind the other for any purposes. Neither of the parties hereto, nor
any of their respective officers, agents or employees, shall be construed to be
the officer, agent or employee of any other party.

                                   ARTICLE 10

                            COORDINATION OF BENEFITS

         Coordination of Benefits shall be administered in accordance with the
requirements of the applicable Plan Contract. Right of subrogation and to the
proceeds or savings derived from Coordination of Benefits shall be governed by
the terms of the applicable Plan Contract. If a Plan Contract fails to address
Coordination of Benefits or any issue related thereto, TBH shall administer
Coordination of Benefits in compliance with applicable laws, and all proceeds
and savings derived from Coordination of Benefits shall be the exclusive
property of TBH. If Provider should receive any payment from a Payor that should
have been paid to TBH or any Contract MCO under the Coordination of Benefits
requirements of a Contract Plan or this Article X, Provider shall, without
demand, promptly pay over such amount to TBH or the Contract MCO, as
appropriate.

                                   ARTICLE 11

                           NO THIRD PARTY BENEFICIARY

         Nothing in this Agreement is intended to be construed or deemed to
create any rights or remedies in any third party beneficiary, including an
Enrollee, Payor or Contract MCO. Notwithstanding the preceding, a Plan Contract
may, by its express terms, grant a Payor or Contract MCO rights to enforce the
terms of this Agreement and other third party beneficiary rights with respect to
those Payor Plans adopted, sponsored, maintained or administered by such Payor
or Contract MCO.

                                   ARTICLE 12

                             GOVERNING LAW AND VENUE

         This Agreement shall be governed by the laws of the State of Tennessee,
without regard to conflict of laws principles, except where otherwise required
by federal law or by the laws of any State in which Provider provides Designated
Covered Services to Enrollees. Any arbitration proceedings instituted under this
Agreement shall be in Knox County, Tennessee, and each party hereby waives any
other right of venue such party may have.



                                      18.
<PAGE>   19

                                   ARTICLE 13

                                   AMENDMENTS

         13.1 RIGHT OF APPROVAL AND EFFECTIVE DATE. All amendments to this
Agreement proposed by Provider must be agreed to in writing in advance of the
effective date by TBH. TBH reserves the right to reject any proposed amendment
in its absolute discretion. Any amendments to this Agreement proposed by TBH
must be proposed in the form of an Addendum forwarded to Provider in the manner
specified in Section 13.2 and will be deemed effective upon the expiration of
twenty (20) calendar days after receipt of such Addendum (determined under
Article XVI unless, within such 20-day period, Provider notifies TBH in writing
of Provider's rejection of the requested amendment. Amendments required because
of legislative, regulatory or legal requirements do not require the consent of
Provider or TBH and will be effective immediately on the effective date thereof.

         13.2 ADDENDA. In the event TBH desires to amend this Agreement for any
reason, including, without limitation, adding an additional Payor Plan and Plan
Contract not listed on the List of Addenda, such amendment shall be proposed by
TBH to Provider in the form of a written Addendum which shall be sent to
Provider in accordance with the provisions of Article XVI, and such amendment
shall become effective as provided in Section 13. 1. In the event Provider
rejects such amendment within the twenty (20) day period described in Section
13.1, TBH shall have the right, exercisable at its option, to terminate this
agreement as provided in Section 6.5 or to continue this Agreement in effect
without such Addendum. If such Addendum does not become effective and this
Agreement is continued, Provider shall not be required to comply with the
Addendum or to be a Provider under the Payor Plan described in the Addendum.

         13.3 OTHER CHANGES. Any amendment to a Payor Plan, Plan Contract, TBH
Policies or TBH Procedures shall not be deemed an amendment to this Agreement
and may be agreed to and implemented by TBH, any Payor or Contract MCO without
the consent of Provider.

                                   ARTICLE 14

                                ENTIRE AGREEMENT

          This Agreement supersedes any and all other agreement , either oral or
written, between the parties with respect to the subject matter hereof, and no
other agreement, statement or promise relating to the subject matter of this
Agreement will be valid or binding.

                                   ARTICLE 15

                                   ASSIGNMENT

          The services provided under this Agreement by Provider are unique, and
Provider may not assign this Agreement, or delegate or subcontract any duties,
rights and obligations under this Agreement, to any other person or entity
without the prior written consent of TBH. The consent of TBH to one assignment
shall not constitute a waiver of the requirement for consent of any subsequent
assignment. The assigning party shall not be released or relieved from any of
its obligations under this Agreement by reason of such assignment. TBH shall
have the unrestricted right to assign its rights and delegate its duties and
responsibilities under this Agreement. Notwithstanding the foregoing. Provider
may assign its rights and obligations under this Agreement to MHC



                                      19.
<PAGE>   20


and/or CMI with the prior consent of TBH; however, no further or other
assignment shall be permitted without the consent of TBH.

                                   ARTICLE 16

                                     NOTICES

         Any notice or other communication required under this Agreement will be
given in writing and sent by certified mail, return receipt requested, by
overnight courier or by facsimile transmission, and will be deemed received
either three (3) business days after being deposited in The United States mail,
or one (1) day after delivery to any overnight courier addressed to the
applicable address appearing on the signature page of this Agreement or on the
date of facsimile transmission to the facsimile number set forth on such
signature page. Any changes to these addresses shall be designated by notice
given in accordance with this Article XVI.

                                   ARTICLE 17

                                  SEVERABILITY

         The provisions of this Agreement are severable. If any provision of
this Agreement is held to be invalid, illegal or otherwise unenforceable in any
jurisdiction, the holding shall not affect the remaining provisions of this
Agreement and shall not in any other jurisdiction, unless the effect of the
severance would be to alter the obligations of a party in any material respect,
in which case, this Agreement may be immediately terminated by the affected
party pursuant to Section 6.4.

                                   ARTICLE 18

                                WAIVER OF BREACH

         Any waiver of any provision or right by a party must be in writing. The
waiver of any breach of this Agreement by either party hereto will not
constitute a continuing waiver or a waiver of any subsequent breach of either
the same or any other provision of this Agreement.

                                   ARTICLE 19

                             NON-INDUCEMENT WARRANTY

         19.1 PROVIDER WARRANT. Provider warrants and covenants he/she/it has
not paid and shall not pay, either directly or indirectly, any compensation to
any officer or employee of the State, or any employee or member of a federal
agency, as wages, compensation, or gifts in exchange for action as an officer,
agent, employee, subcontractor or consultant to Provider in connection with any
work contemplated or performed in connection with this Agreement.



                                      20.
<PAGE>   21

         19.2 TBH WARRANTY. TBH warrants and covenants it has not paid and shall
not pay, either directly or indirectly, any compensation to any officer or
employee of the State, or any employee or member of a federal agency, as wages,
compensation, or gift in exchange for action as officer, agent employee,
subcontractor or consultant to TBH in connection with any work contemplated or
performed in connection with this Agreement.

                                   ARTICLE 20

                             LEGAL RESPONSIBILITIES

         20.1 LEGAL DEFENSE. The defense of any legal action instituted on a
claim of malpractice against Provider relating to services provided pursuant to
this Agreement shall not be an obligation of TBH. TBH shall not be responsible
for any legal expenses including, without limitation, reasonable attorney's
fees, costs and necessary disbursements, in connection with any such legal
action against Provider. TBH shall, however, fully cooperate with Provider by
furnishing such material or information as it has available in connection with
the defense of any such action.

         20.2 INDEMNIFICATION. If either party is without fault and is held
liable for the acts or omissions of the other party, its employees or agents,
the party not at fault shall have such rights of indemnity or contribution
against the party at fault as are provided by the applicable laws of the State.

                                   ARTICLE 21

                             NON-EXCLUSIVE AGREEMENT

         21.1 PROVIDER RIGHTS. Nothing contained in this Agreement shall
preclude Provider from participating in or contracting with any other Payor or
other person, group or entity, whether before, during or subsequent to the term
of this Agreement, with regard to the provision by Provider of any health care
services.

         21.2 RIGHTS OF TBH. Nothing contained in this Agreement shall preclude
TBH from contracting with one or more other health care providers for services
under any other contracts, agreements or arrangements, or any other business
operations of TBH. Nothing in this Agreement shall be construed as imposing any
duty on or otherwise requiring TBH to assign Provider to any Provider Panel, the
determination of such assignment to be made solely in the discretion of TBH
and/or the applicable Payor.

                                   ARTICLE 22

                                 EFFECTIVE DATE

          This Agreement shall become effective on the later of:

         (a) the date of execution of this Agreement by the last party to
execute this Agreement or

         (b) the date that the Plan Contract referenced in Addendum No. 1
attached to this Agreement becomes effective.


                                      21.
<PAGE>   22


         If TBH has not entered into the Plan Contract with the State referenced
in Addendum No. 1 by July 1, 1996 (or such later date as may be agreed upon by
the parties), this Agreement shall automatically become null and void without
becoming effective and each party shall be released from its obligations under
this Agreement.



                                      22.
<PAGE>   23


         IN WITNESS WHEREOF, the parties have executed this Agreement in
multiple counterparts (including the use of counterparts signature pages if
necessary) as of the dates set forth below each party's signature.

ADDRESS:                               TBH:

1830 White Avenue                      TENNESSEE BEHAVIORAL HEALTH, INC.
Knoxville, TN 37910
                                       By:  /s/ Rocky Davis
                                           -------------------------------------
Phone:  (615) 541-2101
                                       Title:  Chief Executive Officer
Fax:    (615) 541-2118
                                       Date:  12/4/95


ADDRESS:                               PROVIDER:

275 Cumberland Blvd.                   /s/ Pam Womack, President
Nashville, TN 37228                    -----------------------------------------
                                       Tennessee Mental Health Cooperative
Phone:  (615) 259-9225

Fax:    (615) 726-4843

                                       By:
                                           -------------------------------------

                                       Title:
                                              ----------------------------------

                                       Date:  12/2/95



                                      23.
<PAGE>   24

ADDRESS:                               IF AN INDIVIDUAL:

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

-----------------------------------    -----------------------------------------
                                                Type or Print Name

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

Phone: ( )
-----------------------------------    -----------------------------------------
                                                    Signature

                                       Date:
                                       -----------------------------------------



                                      24.
<PAGE>   25

                               [EXHIBITS EXCLUDED]



                                       1.