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                                                                   EXHIBIT 10.22


                                 ADVOCARE, INC.
                        PROVIDER PARTICIPATION AGREEMENT


        THIS AGREEMENT, effective this ____ day of _________________, 1995, is
by and between Green Spring Health Services, Inc., AdvoCare, Inc., a subsidiary
of Green Spring Health Services, Inc., (hereinafter collectively referred to as
"AdvoCare"), and THE TENNESSEE MENTAL HEALTH COOPERATIVE, INC. (hereinafter
referred to as "TMHC"), a subsidiary of PMR, Inc.

   WHEREAS, TMHC operates programs known as the Nashville/Davidson County Mental
Health Cooperative and Case Management, Inc., which provide case management,
mental health, and/or chemical dependency treatment services; and

   WHEREAS, AdvoCare desires to engage TMHC to provide such services to
individuals covered by Benefit Plans sponsored or issued by Payors, as defined
in this Agreement.

   NOW THEREFORE, for and in consideration or the premises, the mutual promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                   SECTION 1

                                   DEFINITIONS

BENEFIT PLAN: The TennCare Health Benefit Program which contains the terms and
conditions of an Enrollee's coverage.

COPAYMENT: The amount which may be charged to Enrollees at the time services are
rendered in accordance with the terms of the Benefit Plan and which are in
addition to payments made by Payor to TMHC for such services.

CUSTOMARY CHARGE: The usual, reasonable and customary fees charged by a
Participating Provider which do not exceed the fees the Participating Provider
would charge any other person, regardless of whether the person is an Enrollee.

DEDUCTIBLE: The annual amount which may be charged to Enrollees for Mental
Health Services and which Enrollees may be required to pay in accordance with
the terms of the Benefit Plan.

EMERGENCY: The sudden and unexpected onset of a mental health emergency or
severe symptoms of sufficient severity that the absence of immediate mental
health intervention within twenty-four (24) hours could reasonably be expected
to cause physical harm to the life and safety of the Enrollee and/or others.
Emergency services may be rendered without prior authorization.



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ADVOCARE POLICIES AND PROCEDURES. All AdvoCare standards, policies, procedures,
definitions, criteria, and guidelines as stated in AdvoCare handbooks, manuals,
and other documents, as amended from time to time by AdvoCare.

MENTAL HEALTH SERVICES: The case management, mental health and/or chemical
dependency treatment services and supplies set forth in Enrollee's Benefit Plan.

MEDICALLY NECESSARY MENTAL HEALTH SERVICES: Mental health services including
professional services and supplies rendered by a Provider to identify or treat a
mental illness that has been diagnosed or is suspected, and which are: (a)
consistent with (i) the efficient diagnosis and treatment of a condition; and
(ii) standards of good medical practice; (b) required for other than
convenience; (c) the most appropriate supply or level of service; (d) unable to
be provided in a more cost-effective and efficient manner; (c) unable to be
provided at a facility providing a less intensive level of care; and (f) other
criteria for assessment and placement jointly agreed to by AdvoCare and TMHC.

ENROLLEE: Any individual eligible for the TennCare Mental Health Benefit Program
which has enrolled with a Managed Care Organization ("MCO") where such
individual has been designated by the TennCare Bureau as assigned to AdvoCare or
its parent corporation, Green Spring Health Services, Inc., for the provision of
mental health and/or substance abuse treatment services.

PARTICIPATING PROVIDER: An organization duly licensed and qualified in the state
where Mental Health Services are provided under this agreement who satisfies
AdvoCare credentialing requirements, including Provider that has a Participation
Agreement in effect with AdvoCare to provide Mental Health Services to
Enrollees.

PAYOR: Bureau of TennCare, Tennessee Department of Mental Health and Mental
Retardation (TDMHMR), or other entity which has financial responsibility for
payment of Mental Health Services rendered to Enrollees.

                                   SECTION 2

                                 DUTIES OF TMHC

     SECTION 2.1 PROVISION OF MENTAL HEALTH SERVICES. TMHC agrees to provide
Medically Necessary Mental Health Services to each Enrollee in a timely, prompt
and efficient manner consistent with the standard of practice of the community
in which TMHC render Mental Health Services. Such services will be provided in
accordance with the Operating Policies and Procedures set forth in Exhibit A
hereto. Operating Policies and Procedures, Exhibit A,



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may be amended, subject to section 12.1. TMHC warrants that the services to be
provided will be provided within the scope of the TMHC providers' professional
practice.

          SECTION 2.1.1 TMHC agree not to delegate any professional duties other
than contracting for physician services to any party or facility without the
approval of AdvoCare.

          SECTION 2.1.2 TMHC shall be bound by AdvoCare Policies and Procedures.
Failure to comply with AdvoCare policies and procedures may result in loss of
reimbursement to THMC and/or termination of this Agreement. TMHC acknowledges
that full acceptance of this Agreement by AdvoCare is contingent upon TMHC fully
satisfying AdvoCare's credentialing standards.

     SECTION 2.2 AUTHORIZATION AND NOTIFICATION REQUIREMENTS. All Mental Health
Services provided to Enrollees by TMHC must be authorized by AdvoCare as
specified in Exhibit B prior to or in the case of an Emergency, at the time of
rendering services. Failure to obtain authorization from AdvoCare in accordance
with these requirements, may result in the loss of reimbursement and/or
termination of this Agreement. AdvoCare's utilization management procedures
shall not diminish the obligation of TMHC to render Mental Health Services
consistent with the applicable standard of care.

     SECTION 2.3 COMPLIANCE WITH CIVIL RIGHTS LAWS. TMHC agrees not to
discriminate or differentiate in the treatment of any individual based on sex,
marital status, age, race, color, religion, physical or mental handicap or
otherwise, including by reason of the fact that the individual is an Enrollee of
TennCare. TMHC agrees to ensure that mental health and substance abuse treatment
services are rendered to Enrollees in the same manner, and in accordance with
the same standards and with the same availability, as offered to any other
individual customarily receiving services from TMHC.

TMHC may not refuse to provide medically necessary or covered preventative
services to a TennCare enrollee for non-medical reasons, including but not
limited to, failure to pay application deductibles, copayments and/or special
fees.

     SECTION 2.4 UTILIZATION MANAGEMENT, QUALITY ASSURANCE, PEER REVIEW AND
GRIEVANCE PROCEDURES. TMHC agrees to cooperate and participate with all
utilization management, quality assurance, peer review and grievance procedures,
or other similar programs established by AdvoCare in the AdvoCare Provider
Reference Manual or by Payor. TMHC agrees to he bound by any final determination
of AdvoCare and/or Payor as it relates to any Enrollee receiving Mental Health
Services from TMHC under this Agreement. AdvoCare's utilization management
procedures shall not diminish the obligation of TMHC to render Mental Health
Services consistent with the applicable Standard of care.

     SECTION 2.5 VERIFICATION AND COLLECTION OF CHARGES FROM ENROLLEES. TMHC
shall verify the status of any Enrollee's eligibility for Mental Health Services
by contacting Payor or AdvoCare. Non-covered services are not eligible for
payment by Payor or AdvoCare. TMHC shall not be



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paid by Payor, AdvoCare or Enrollee for Mental Health Services that are deemed
not medically necessary by AdvoCare including other criteria for assessment and
placement jointly agreed to by AdvoCare and TMHC.

          SECTION 2.5.1 HOLD HARMLESS PROVISION. TMHC agrees that in no event,
including but not limited to non-payment by AdvoCare or Payor, insolvency or
breach of this Agreement, shall TMHC, its contractors or employees bill, charge,
collect a deposit from, seek compensation, remuneration or reimbursement from,
or have any recourse against any Enrollees or any other persons other than
AdvoCare or its parent company Green Spring Health Services or ally such Payor
contracting with AdvoCare or its parent company Green Spring Health Services,
for services provided pursuant to this Agreement. This provision shall not
prohibit collection of any applicable copayments or deductibles billed in
accordance with the Benefit Plans of Enrollees. TMHC further agrees that: this
provision shall survive the termination of this Agreement regardless of the
cause giving rise to termination and shall be construed to be for the benefit of
the Enrollee; and this provision supersedes any oral or written contrary
agreement Now existing or hereafter entered into between TMHC and Enrollee, or
persons acting on their behalf, and any modifications, additions, or deletions
to this provision shall become effective on a date no earlier then that
specified by the Insurance Commissioner of the state in which services are
rendered.

     SECTION 2.6 COORDINATION OF BENEFITS. TMHC shall be paid in accordance with
the Payor's coordination of benefits rules. TMHC shall make all reasonable
efforts to ascertain whether other coverages exist for Enrollees to whom TMHC
renders Mental Health services, and shall notify AdvoCare of any such other
coverages.

     SECTION 2.7 REPORTING REQUIREMENTS. TMHC agrees that it will submit all
data and other reports in a timely manner as specified by AdvoCare Policies and
Procedures for reporting including Exhibit A. TMHC agrees to comply with the
State of Tennessee reporting requirements specified on pages 48-49 requirement
3.12.2-3.12.6 of the Contract between the State of Tennessee and the Behavioral
Health Organizations approved and participating in the TennCare Partners
Program, November 20, 1995 (work in progress).

     SECTION 2.8 CLAIMS PROCESSING. When the method of payment is fee for
service, TMHC agrees that it will submit all itemized claims for reimbursement
no later than sixty (60) days from the date services are rendered. In the event
Electronic Claims Filing ("ECF") is required by Payor, TMHC agrees that it will
submit claims through a clearinghouse designated by AdvoCare.

                                   SECTION 3

                              COMPENSATION TO TMHC



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     SECTION 3.1 COMPENSATION TO TMHC. TMHC accepts payment from Payor for
Mental Health Services provided to Enrollees under this Agreement as payment in
full for such services. TMHC agrees that such payment shall be made in
accordance with the schedule set forth as Exhibit B or amended payment schedule
subject to Section 12.1. Payment will be made within 30 days of proper
submission of a clean claim for services billed on a fee for service basis.

                                   SECTION 4

                          RELATIONSHIP BETWEEN PARTIES

     SECTION 4.1 INDEPENDENT CONTRACTOR. The relationship between AdvoCare and
TMHC is solely that of independent contractors and nothing in this Agreement or
otherwise shall be construed or deemed to create any other relationship,
including one of employment, agency or joint venture. TMHC shall maintain social
security, workers' compensation, employer's liability insurance, and all other
employee benefits covering TMHC's employees as required by law.

                                   SECTION 5

                      INDEMNIFICATION; LIABILITY INSURANCE

     SECTION 5.1 INDEMNIFICATION; LIABILITY INSURANCE. AdvoCare will indemnify
and hold harmless TMHC and PMR, its successors and assigns, officers and
directors, employees, agents, affiliates and subsidiaries, from any and all
claims, demands, damages, judgments, liabilities and expenses, including but not
limited to reasonable attorney fees, that arise directly or indirectly from (i)
any negligent, reckless or willful acts or omissions of AdvoCare, its agents
and/or employees; or (ii) any failure of AdvoCare to perform its obligations
under this Agreement.

TMHC will indemnify and hold harmless TennCare, Green Spring and AdvoCare, its
successors and assigns, officers and directors, employees, agents, affiliates
and subsidiaries, from any and all claims, demands, damages, judgments,
liabilities and expenses, including but not limited to reasonable attorney fees,
that arise directly or indirectly from (i) any negligent, reckless or willful
acts or omissions of TMHC, its agents and/or employees; or (ii) any failure of
TMHC to perform its obligations under this Agreement.

     SECTION 5.2 TMHC LIABILITY INSURANCE. TMHC shall procure and maintain, at
TMHC's sole expense: (1) professional liability insurance in the amount of at
least One Million Dollars ($1,000,000) per occurrence and One Million Dollars
($1,000,000) in the aggregate and (2) comprehensive general and/or umbrella
liability insurance. TMHC medical malpractice insurance shall he either
occurrence or claims-made. If the insurance policy is claims-made, TMHC shall be
required to furnish and maintain an extended period reporting endorsement ("tail
policy") under such terms and conditions as may be reasonably required by
AdvoCare. Prior to



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or within 90 days following execution of this Agreement and at each policy
renewal thereafter, TMHC shall submit to AdvoCare in writing evidence of
insurance coverage.

TMHC shall notify AdvoCare in writing, within 10 days of (a) any changes in
carrier, termination of, renewal of or any material changes in TMHC's liability
insurance, including reduction of limits, erosion of aggregate, changes in
retention or non-payment of premium, (b) any settlement, judgment or other
disposition of any malpractice or similar claim against TMHC.

                                   SECTION 6

                  LAWS, REGULATIONS, LICENSES AND ACCREDITATION

     SECTION 6.1 LAWS, REGULATIONS, LICENSES AND ACCREDITATION. TMHC shall
comply with all applicable federal and state laws including but not limited to
requirements for licensure and certification, requirements to maintain the
facilities of TMHC and requirements concerning maintenance and disclosure of
records. TMHC shall notify AdvoCare in writing, within 10 days of (a) any
suspension, revocation, condition, limitation, qualification or other
restriction, or upon initiation of any action which could reasonably lead to
such restriction on a license held by TMHC and/or certification in any state in
which TMHC is authorized to provide Mental Health care services; (b) any
suspension, revocation or restriction of staff privileges at any licensed
hospital or other facility at which a TMHC provider has staff privileges and (c)
on all annual basis, any charges of malpractice or professional misconduct
brought against TMHC.

                                   SECTION 7

               PUBLIC RELATIONS: NAME, SYMBOLS, AND SERVICE MARKS

     SECTION 7.1 RIGHTS OF TMHC, ADVOCARE AND PAYOR. TMHC agrees that AdvoCare
and/or Payor with whom AdvoCare has contracted, may use TMHC's name, address,
telephone number and description of services in any promotional activities. TMHC
further agrees to Cooperate and participate in all reasonable promotional
activities undertaken by AdvoCare. Otherwise, TMHC and AdvoCare shall not use
each other's name, symbol or service mark without prior written approval of the
other party.

        AdvoCare agrees that TMHC may use AdvoCare's name, address, telephone
number and description of services in any promotional activities. AdvoCare
further agrees to cooperate and participate in all reasonable promotional
activities undertaken by TMHC. Otherwise, AdvoCare and TMHC shall not use each
other's name, symbol or service mark without prior written approval of the other
party.



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                                   SECTION 8

                                BOOKS AND RECORDS

     SECTION 8.1 ACCESS TO AND RECORDS OF BOOK AND RECORDS. TMHC agrees that it
will maintain patient records (including but not limited to such records that
are necessary for (the evaluation of the quality, appropriateness and timeliness
of services performed), in accordance with AdvoCare procedures and to maintain
financial records in accordance with generally accepted accounting principles.
TMHC agrees that AdvoCare, TennCare, the Tennessee Bureau of' Investigation
Medicaid Fraud Unit, the U.S. Department of Health & Human Services and the
Office of the Inspector General, whether announced or unannounced, shall have
access to all information and records or copies of records, free of charge
related to Mental Health Services rendered by TMHC under this Agreement. Upon
request TMHC members will assist in such reviews. Unless otherwise required by
applicable statutes or regulations, AdvoCare shall have access to such books and
records during the term of this Agreement and for five (5) years following its
termination. Such information shall be retained beyond this point if the records
are under review or audit. Prior approval for the disposition of records must be
requested from AdvoCare if this Agreement is continuous.

     SECTION 8.2 CONFIDENTIALITY OF RECORDS. AdvoCare and TMHC agree to maintain
the confidentiality of all information regarding Mental Health Services provided
to Enrollees under this Agreement in accordance with any applicable statutes and
regulations. TMHC acknowledges that in receiving, storing, processing, or
otherwise dealing with information from AdvoCare or Payor about Enrollees, it is
fully bound by federal and state statutes governing confidentiality of medical
records, mental health records and/or alcohol and drug abuse patient records.

     SECTION 8.3 PATIENT ACCESS TO RECORDS. Enrollees and their representatives
shall be given access to the enrollee's medical records to the extent and in the
manner provided by state and federal law. They will also be given copies of such
records, subject to reasonable charges.

                                   SECTION 9

              CONFIDENTIALITY OF ADVOCARE'S PROPRIETARY INFORMATION

     SECTION 9.1 CONFIDENTIALITY OF PROPRIETARY INFORMATION. TMHC specifically
agrees to keep confidential and not to disclose to others any and all business,
financial, credentialing, utilization review, quality assurance, protocols or
procedures, manual or other information marked or otherwise designated
"Confidential" or "Proprietary" and made available to it by AdvoCare
("Confidential Information"). Upon request (of AdvoCare, or in the event of
termination of this Agreement, TMHC shall promptly return all such Confidential
Information to AdvoCare. TMHC agrees not to use any such Confidential
Information of AdvoCare except in conjunction with the



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purposes of this Agreement. The terms of this Section shall survive termination
of this Agreement.

AdvoCare specifically agrees to keep confidential and not to disclose to others
including any entity controlling, controlled by, or under common control with
AdvoCare any and all business, financial, credentialing, utilization review,
quality assurance, protocols or procedures, manual or other information marked
or otherwise designated "Confidential" or "Proprietary" and made available to it
by TMHC ("Confidential Information"). Upon request of TMHC, or in the event of
termination of this Agreement, AdvoCare shall promptly return all such
Confidential Information to TMHC. AdvoCare agrees not to use any such
Confidential Information of TMHC except in conjunction with the purposes of this
Agreement. The terms of this Section shall survive termination of this
Agreement.

                                   SECTION 10

                             RESOLUTION OF DISPUTES

     SECTION 10.1 RESOLUTION OF DISPUTES. In the event that a dispute between
AdvoCare and TMHC arises out of or is related to this Agreement, the parties to
the dispute agree to negotiate in good faith to attempt to resolve the dispute.
In the event the dispute is not resolved within 30 days of the date one party
sent written notice of the dispute to the other party, and if any party wishes
to pursue the dispute, it shall be submitted to binding arbitration in
accordance with the rules of the American Arbitration Association, in no event
may arbitration be initiated more than one year following the sending of written
notice of the dispute. Any arbitration proceeding under this Agreement shall be
conducted in the State where Mental Health Services are provided under this
Agreement. Legal fees and costs incurred by each party will be borne by them.
The arbitrators shall have no authority to award any punitive or exemplary
damages, or to vary or ignore the terms of this Agreement, and shall be bound by
controlling law. If the dispute pertains to a matter which is generally
administered in accordance with AdvoCare's procedures involving, for example,
credentialing or quality assurance, the procedures set forth by AdvoCare must be
fully exhausted by TMHC before TMHC may invoke its right to arbitration under
this Section. TMHC acknowledges that the recommendation and determination of
whether Mental Health Services are Medically Necessary shall be made in
accordance with AdvoCare's policies and procedures including other criteria for
assessment and placement jointly agreed to by AdvoCare and TMHC.

                                   SECTION 11

                              TERM AND TERMINATION

     SECTION 11.1 TERM. The term of this Agreement shall commence on the
Effective Date and it shall remain in effect until terminated.



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     SECTION 11.2 TERMINATION OF AGREEMENT WITHOUT CAUSE. Either party may
terminate this Agreement without cause upon ninety (90) days prior written
notice of termination to the other party.

     SECTION 11.3 TERMINATION WITH CAUSE. AdvoCare shall have the right to
terminate this Agreement immediately by giving written notice to TMHC upon the
occurrence of any of the following events: (a) Termination of AdvoCare's
obligation to obtain mental health/substance abuse treatment services on behalf
of the Payor with which it has contracted; (b) Restriction, suspension or
revocation of a TMHC provider's license or certification; (c) TMHC's loss of or
failure to maintain any liability insurance, as required under this Agreement;
(d) AdvoCare's failure to make payment when due subject to a 15-day right to
cure; (e) TMHC's exclusion from participation in any third party payor programs;
(f) TMHC's breach of any of the terms or obligations of this Agreement subject
to a 30-day right to cure; (g) TMHC's bankruptcy or insolvency; (h) Submission
of false or misleading billing information by TMHC.

        TMHC shall have the right to terminate this Agreement immediately by
giving written notice to TMHC upon the occurrence of any of the following
events: (a) AdvoCare's loss of or failure to maintain any liability insurance,
as required under this Agreement; (b) AdvoCare's exclusion from participation in
any third party payor programs; (c) AdvoCare's bankruptcy or insolvency.

     SECTION 11.4 CONTINUATION OF SERVICES AFTER TERMINATION. Upon request of
AdvoCare, TMHC shall continue to provide Medically Necessary Mental Health
Services to Enrollees who are receiving such services from TMHC as of the date
of termination of this Agreement. Said services shall be in accordance with this
Agreement until the Enrollee has been transitioned by AdvoCare to another
Participating Provider, except that AdvoCare or Payor shall pay TMHC for such
services at TMHC's Customary Charges.

     SECTION 11.5 INFORMATION TO ENROLLEES. TMHC acknowledges the right of
AdvoCare to inform Enrollees of TMHC's termination.

                                   SECTION 12

                                  MISCELLANEOUS

     SECTION 12.1 AMENDMENT. This Agreement may be amended at any time by the
mutual written agreement of the parties. In addition, either party may amend
this Agreement upon thirty (30) days advance written notice to the other party.
If the other party does not provide a written objection to the first party
within thirty (30) days, the amendment shall go into effect.



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     SECTION 12.2 REGULATORY AMENDMENT. AdvoCare or TMHC may amend this
Agreement to comply with applicable statutes and regulations, and shall give
written notice to the other party of such amendment and its effective date. Such
amendment will not require thirty (30) days advance written notice.

     SECTION 12.3 ASSIGNMENT. AdvoCare may assign all or any of its rights and
responsibilities under this Agreement to any entity controlling, controlled by,
or under common control with AdvoCare. If TMHC objects to this assignment, it
may terminate this Agreement by providing 45 days notice to AdvoCare. TMHC may
not assign any of its rights and responsibilities under this Agreement to any
person or entity without the prior written consent of AdvoCare, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, TMHC may
assign its rights and obligations under this Agreement to thc Nashville/Davidson
County Mental Health Cooperative or to Case Management, Inc. with no prior
consent of AdvoCare. TMHC acknowledges that persons and entities under contract
with AdvoCare may perform certain administrative services under this Agreement.

     SECTION 12.4 ENTIRE AGREEMENT. This Agreement, the Operating Policies and
Procedures attached as Exhibit A and any other exhibits attached hereto
constitute the entire agreement between the parties and supersedes or replaces
any prior agreements between the parties, whether oral or written, relating to
its subject matter.

     SECTION 12.5 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the state where Mental Health Services
are provided under this Agreement.

     SECTION 12.6 COMPLIANCE WITH APPLICABLE LAW. The parties agree to recognize
and abide by all State and federal laws, regulations and guidelines applicable
to the Benefit Plan.

     SECTION 12.7 CHANGES IN LAW. This Agreement incorporates by reference all
applicable federal and state laws or regulations and revisions of such laws or
regulations shall automatically be incorporated into the Agreement as they
become effective. In the event that changes in the Agreement as a result of
revisions of applicable federal or state law materially affect the position of
either party, AdvoCare and TMHC agree to negotiate such further amendments as
may be necessary to correct any inequities.

     SECTION 12.8 NOTICES. Any notice, request., demand, waiver, consent,
approval, or other communication which is required or permitted hereunder shall
be in writing and shall be deemed given only if delivered personally or sent by
registered or certified mail or by express Mail courier service, postage
prepaid, as follows:

If to AdvoCare:                                    If to The TMHC, Inc.:


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Director of Network Development                    _____________________________
AdvoCare, Inc.                                     _____________________________
5565 Sterrett Place                                _____________________________
Suite 500                                          _____________________________
Columbia, Maryland  21044                          _____________________________

or to such other address as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice, request, demand, waiver,
consent, approval or other communication will be deemed to have been given as of
the date so delivered in case of personal delivery or express mail delivery and
three (3) calendar days after being mailed, if sent by registered or certified
mail.

     SECTION 12.9 EQUAL OPPORTUNITY. TMHC shall support Affirmative Action as it
relates to providing employment opportunity for minority groups and women.
Utilization of TMHC is predicated upon its full compliance with AdvoCare's Equal
Employment Opportunity Policy.

     SECTION 12.10 OTHER TENNCARE PARTNERS CONTRACTING REQUIREMENTS. TMHC and
AdvoCare mutually agree that this agreement can be amended immediately for
purposes of complying with State of Tennessee requirements for contracting
specified on pages 41-46, requirement 3.9.2 of the Contract between the State of
Tennessee and the Behavioral Health Organizations approved and participating in
the TennCare Partners Program, November 20, 1995 (work in progress).

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



                               [Signatures follow]


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ADVOCARE, INC.


By          /s/ Joyce N. Fitch
            -------------------------
Print Name  Joyce N. Fitch

Print Title Secretary

Date           November 29, 1995


GREEN SPRING HEALTH SERVICES, INC.


By          /s/ Joyce N. Fitch
            -------------------------
Print Name  Joyce N. Fitch

Print Title Secretary

Date        November 29, 1995


THE TENNESSEE MENTAL HEALTH COOPERATIVE


By          /s/ Pam Womack
            -------------------------
Print Name  Pam Womack

Print Title President TMHC

Date        December 1, 1995



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                               [EXHIBITS EXCLUDED]