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                                                                   EXHIBIT 10.23



                       TENNCARE PARTNERS PROGRAM AMENDMENT
                                     TO THE
                           ADVOCARE OF TENNESSEE, INC.
                        PROVIDER PARTICIPATION AGREEMENT


        THIS AMENDMENT, made by and between GREEN SPRING HEALTH SERVICES, INC.,
ADOVCARE OF TENNESSEE, INC., a subsidiary of Green Spring Health Services, Inc.
(hereinafter collectively referred to as "Green Spring"), and the TENNESSEE
MENTAL HEALTH COOPERATIVE, INC. (hereinafter referred to as "TMHC") is effective
of February 13, 1996, for the purpose of amending the Green Spring Health
Services Provider Participation Agreement ("Agreement") heretofore made and
entered into between Green Spring and TMHC so as to apply additionally to the
rendering of Mental Health Services by TMHC persons receiving services under the
TennCare Partners Program.

        WHEREAS, this Amendment is intended to extend basic principles set forth
in the Agreement, to make such principles workable in the context of the
TennCare Partners Program; and

        WHEREAS, Green Spring and TMHC have a mutual interest in promoting the
ability of the health care delivery system to provide quality health care to
persons who receive services under the TennCare Partners Program and, by
entering into this Agreement, set out their mutual endeavor to make quality
health care services available to such persons in a manner consistent with the
standard of care required by law and with the medical needs of such persons; and

        WHEREAS, Green Spring and TMHC recognize the necessity for making
certain amendments to the Agreement so as to make such Agreement applicable, as
amended, to Mental Health Services rendered by TMHC under the TennCare Partners
Program; and

        WHEREAS, TMHC manages Mental Health Cooperative, a not-for-profit
Tennessee corporation ("MHC") and Case Management, Inc., a not-for-profit
Tennessee corporation, ("CMI") who are qualified, licensed and duly certified to
provide Mental Health Services in Tennessee and each has authorized TMHC to
enter into the Agreement and this Amendment on their behalf and reference to
TMHC in the Agreement and Amendment shall mean MHC and CMI with respect to the
provision of Mental Health Services, licensing requirements and professional
liability insurance requirements; and

        WHEREAS, Green Spring and TMHC desire to continue the Agreement without
change except for the additional mutual obligations and responsibilities set
forth in this Amendment.



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     NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants herein contained, it is AGREED:

1. DEFINITIONS - Except as otherwise stated herein, for purposes of this
Amendment the following definitions apply:

     1.1 "AMENDMENT" means this written TennCare Partners Program Amendment
which includes the Exhibits concerning grievances and quality monitoring and all
modifications and updates to such Exhibits as the same may by subsequently
modified or updated.

     1.2 "CONSUMER" means individual(s) either (1) enrolled with Green Spring or
a Managed Care Organization for whom Green Spring manages Mental Health Services
and covered under TennCare in accordance with eligibility requirements as
established by TennCare or (2) individuals(s) not eligible for TennCare but
designated by the State or courts of appropriate jurisdiction as a "Judicial
Referral" and assigned by the State to Green Spring or (3) individual(s) not
eligible for TennCare but designated by the State as a "Priority Participant"
and qualified for participation in the TennCare Partners Program based on
Poverty Guidelines as established by the State and assigned by the State to
Green Spring.

     1.3 "GREEN SPRING POLICIES AND PROCEDURES FOR THE TENNCARE PARTNERS
PROGRAM" shall include all Green Spring standards, policies, procedures,
definition, criteria, and guidelines for the TennCare Partners Program as stated
in Green Spring handbooks, manuals, and other documents, including, but not
limited to, the AdvoCare of Tennessee Provider Reference Manual and procedure
guides, as amended from time to time by Green Spring. If there are conflicts
between the requirements stated above in 1.3 and the agreement, the agreement
shall control.

     1.4 "JUDICIAL REFERRAL" means an individual who is not enrolled in the
TennCare Partners Program but who has been referred to TDMHMR by the court
system for psychiatric evaluations and/or treatment.

     1.5 "MANAGED CARE ORGANIZATION" or MCO means the health care plans
qualified by the State and contracting with the State to serve TennCare
Enrollees.

     1.6 "MENTAL HEALTH SERVICES" means those inpatient and outpatient
psychiatric and substance abuse services provided to persons receiving services
under the TennCare Partners Program, including, but not limited to, case
management.



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     1.7 "PRIORITY PARTICIPANT" means an individual who has been classified
under State guidelines as CRG 1,2 or 3 or TPG 2.

     1.8 "REASONABLE NOTICE" means thirty (30) days from the date on which
notice is given, except in cases of suspected fraud or abuse, in which case
notice shall be Reasonable Notice when given.

     1.9 "STATE" means the State of Tennessee, including but not limited to the
Tennessee Department of Mental and Mental Retardation ("TDMHMR") as the State
Agency which is responsible for administration of the TennCare Partners Program.
As used in this Amendment in connection with State's right to inspect, audit and
duplicate financial and medical records on persons receiving TMHC Services under
the TennCare Partners Program and TMHC's obligation to prepare and to maintain
such financial and medical records, and to make such records on persons
receiving services under the TennCare Partners Program available to the State,
or its agents, "State" means the State of Tennessee including, but not limited
to, the Tennessee Bureau of Investigation ("TBI") Medicaid Fraud Control Unit
("MFCU"), TDMHMR, Tennessee Department of Commerce and Insurance ("TDCI") and
the TennCare Bureau.

     1.10 "TENNCARE PARTNERS PROGRAM" means the health benefit program
established by the Tennessee Department of Mental Health and Mental Retardation
under which Green Spring, among others, arranges for Mental Health Services to
benefit persons defined by the State to receive services under the TennCare
Partners Program.

     1.11 "TENNCARE" ("TENNCARE PROGRAM") means that program established by the
State of Tennessee, consistent with waivers granted by the Health Care Financing
Administration within the United States Department of Health and Human Services,
whereby the State of Tennessee has been granted the authority to pay a monthly
prepaid capitated payment amount to MCOs rendering or arranging necessary
medical services to persons who are or who would have been Medicaid-eligible
under the Medicaid Program as it was administered during Tennessee's fiscal year
1992-93 and non-Medicaid-eligible Tennesseans who are uninsured or who are
unisurable and are enrolled in TennCare.

     1.12 "TENNCARE BUREAU" means that Bureau within the Tennessee Department of
Finance and Administration having the administrative authority for operation of
the TennCare Program.


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2. RELATIONSHIP BETWEEN GREEN SPRING, TMHC AND STATE

     2.1 Green Spring, TMHC, and State are independent legal entities. Nothing
in this Amendment shall be construed or be deemed to create a relationship of
employer and employee or principal and agent, partnership, joint venture or any
relationship other than that of independent parties contracting with each other
solely to carry out the provisions of this Amendment.

     2.2 The Parties hereby expressly acknowledge its understanding that this
Amendment constitutes a legally binding agreement. They further acknowledge and
agree that they have not entered in this Amendment based upon representations by
any person other than a part hereto, and that no person, entity, or organization
other than a party hereto, shall be held accountable or liable to the other for
any obligations created under this Amendment. This paragraph shall not create
any additional obligations whatsoever on the part of a party hereto other than
those obligations created under other provisions of the Agreement and this
Amendment.

3. TMHC SERVICES AND RESPONSIBILITIES

     3.1 Conflict of Interest - TMHC warrants that no monies have been or will
be paid directly or indirectly to any officer, employee, or delegate or member
of the legislative body of the State of Tennessee or of the United States
Government or any officer or employee of Green Springs as wages, compensation,
or gifts in exchange for acting as officer, agent, employee, contemplated or
performed relative to this Amendment.

        This Amendment may be terminated, immediately and effective upon the
giving of notice thereof, by Green Spring if it is determined that the TMHC, its
agents, employees, subcontractors or consultants offered or gave gratuities of
any kind to any official, employee or delegate or member of the legislative body
of the State of Tennessee or of the United States Government or any officer or
employee of Green Spring. TMHC represents that no member of, employee of, or
delegate of Congress, the U.S. General Accounting Office, U.S. Department of
Health and Human Services, U.S. Health Care Financing Administration, any other
Federal agency, or Green Spring has benefited or will benefit financially or
materially from this Amendment.

     3.2 TMHC agrees that Green Spring and the State shall have the right to
monitor and evaluate the quality of services delivered under this Amendment,
whether announced or unannounced, and initiate corrective


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action to improve quality of care in accordance with prevailing standards and/or
standards established by TDMHMR. TMHC shall promptly comply with corrective
action plans as set forth by Green Springs and/or the State shall promptly
submit all required reports and clinical information. Said monitoring and
evaluation includes, but is not limited to, internal and external quality
assurance/quality improvement review, utilization review, peer review and
grievance procedures established by Green Spring and/or TDMHMR. TMHC agrees to
adhere to the Quality of Care Monitors included in Exhibit D ("Standards for BHO
Quality Monitoring Programs").

     3.3 After Reasonable Notice except under special circumstances as
determined in the sole discretion of the State, TMHC shall permit Green Spring
and the State, or their agents to conduct on-site inspections of TMHC office(s).

     3.4 TMHC, MHC, and CMI shall secure and maintain such liability, workers
compensation and malpractice and/or professional liability insurance coverage as
shall reasonable determined to be necessary to protect Consumers and Green
Spring. TMHC shall provide written verification of such coverage to Green
Springs upon request and without charge.

     3.5 TMHC shall abide by all state and federal laws, regulations and
guidelines applicable to TennCare and the TennCare Partners Program. It is
further agreed that Green Spring and TMHC will renegotiate this Amendment if
revisions in applicable federal and/or state laws or regulations make changes in
this Amendment necessary.

     3.6 TMHC shall not refuse to provide medically necessary covered services
to a person receiving services under the TennCare Partners Program for
non-medical reasons, because of (1) the fact that the patient is a Consumer, or
(2) failure to pay applicable deductibles, coinsurance and/or special fees, or
(3) the fact that Green Spring and a TennCare MCO dispute financial
responsibility for the service. In the case of such a dispute between Green
Spring and a TennCare MCO, Green Spring agrees to abide by State's requirements
for the resolution of such disputes. TMHC shall not be required to accept or
continue treatment of a Consumer with whom TMHC, in good faith, determines, it
cannot establish and/or maintain a professional relationship.

     3.7 TMHC shall involve the Consumer in TMHC's treatment planning processes,
shall offer the Consumer reasonable opportunity to participate in establishing
treatment plans, and shall document Consumer's


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involvement and participation by obtaining Consumer's signature on such plans.

     3.8 For Consumers who refuse referral to Case Management of refuse to
participate in treatment planning, TMHC shall obtain a written statement signed
by the Consumer documenting such refusal. TMHC shall mail a copy of said
statement of refusal to Green Spring in a timely manner and shall maintain the
original of said statement in its internal records.

     3.9 TMHC shall implement an internal policy and procedure which requires
that, when a Consumer is given a prescription for medication, the prescribing
physician shall obtain any authorizations required by Green Spring's designated
Pharmacy Benefit Manager.

     3.10 TMHC shall coordinate physical and mental health care including, but
not limited to, (1) means for two-way referral, which assures immediate access
for emergency care and a provision of urgent and routine care according to
TennCare guidelines, and (2) means for the transfer of information (to include
items before and after the visit), and (3) maintenance of confidentiality.

     3.11 When referring a Consumer to another level of care, TMHC shall make
the referral to a properly credentialed provider in Green Spring's AdvoCare
network. When TMHC cannot locate an appropriate provider, TMHC shall contact a
Green Spring Care Manager or such other agency as Green Spring may from time to
time designate for such purpose.

     3.12 TMHC agrees that all laboratory testing sites providing services under
this Amendment shall have either a Clinical Laboratory Improvement Act ("CLIA")
certificate of waiver or a certificate of registration along with CLIA
identification number. TMHC further agrees that those laboratories with
certificates of waiver will provide only the types of tests permitted under the
terms of their waiver.

     3.13 TMHC shall implement an internal grievance policy and procedure which,
at a minimum, (1) includes the elements described in more detail in Exhibit C,
and (2) addresses both formal and informal grievances. TMHC agrees to make
TDMHMR-approved grievance forms available to all Consumers at any sites where
Consumers receive such services.

     3.14 TMHC shall respond in a timely manner to provider satisfaction surveys
administered in connection with the TennCare Partners Program.



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     3.15 At all times during the term of this Amendment, TMHC shall indemnify
and hold TDMHMR, the TennCare Bureau, and TDCI harmless from all claims, losses,
or suits relating to activities undertaken pursuant to this Amendment.

     3.16 TMHC shall provide Green Spring prompt and timely reporting of TDMHMR-
directed data collection and outcomes reporting.

     3.17 At all times during the term of this Amendment, TMHC shall hold Green
Springs harmless for its proportionate share of any liquidated damages Green
Springs accrues from TDMHMR or the State as the direct result of TMHC's failure
to perform in accordance with the terms of the Agreement and this Amendment.

     3.18 In consideration of the rates established in Exhibit B to the
Agreement, TMHC agrees to provide the functions and/or services delineated in
Exhibit E to this Amendment (1) during the term of the Agreement and this
Amendment and (2) in such amount as agreed to in Exhibit B. TMHC warrants (1)
that the functions and/or services delineated in Exhibit E are within the scope
of TMHC's, MHC's and CMI's professional/technical practice and (2) that MHC and
CMI hold a currently valid license to provide the functions and/or services
delineated in Exhibit E, if such license is required under State or federal law
or regulation.

4. COMPENSATION TMHC will be compensated according to the terms set forth in
Exhibit B of the Agreement, which is not superceded by this amendment and the
terms of which remain in effect.

     4.1 TMHC shall file claims for payment with Green Spring for all Mental
Health Services rendered to Consumers.

     4.2 TMHC shall submit all such claims within one hundred twenty (120) days
of the date of service, or, for inpatient services, within one hundred twenty
(120) days from the date of discharge; provided, however, in the case of
retroactive TennCare eligibility determinations, claims, must be submitted
within the later of one hundred (120) days from the date of service or
discharge, as applicable, or sixty (60) days from the date of final eligibility
determination by TennCare. Neither Green Spring nor the consumer will be
obligated to pay such claims filed after expiration of the applicable period,
and such claims shall not be billed to the Consumer. Green Spring will process
in the normal course of its business all claims submitted by TMHC.



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     4.3 Green Spring shall make payments to TMHC for Mental Health Services
rendered to Consumers pursuant to the provisions set forth in this Amendment,
with at least 95% of clean claims adjudicated as defined by the State within 30
days of receipt.

     4.4 TMHC agrees that the only amounts for which Consumers (including
Consumer's parents, guardian or any other legally responsible person) may be
liable and be billed by TMHC shall be (i) mental health services not covered by
the TennCare Partners Program and (ii) deductible and coinsurance amounts (a)
related to Mental Health Services rendered by TMHC to Consumers and (b) as
determined by Green Spring at the time of claims payment.

     4.5 TMHC agrees not to implement any policy that would circumvent the
obligations of the Consumer to pay any non-covered service, deductible, or
coinsurance amounts as provided in the TennCare Partners Program.

     4.6 TMHC shall bill Green Spring on forms, at times and in a manner
acceptable to Green Spring. Green Spring shall give Reasonable Notice of any
required change(s) in claims submission procedures. TMHC shall furnish, on
request and without charge, all information reasonably required by Green Spring
and the State to verify and substantiate the provision of Mental Health Services
to Consumers and the charges for such services.

     4.7 TMHC shall be required to accept TennCare Partners Program
reimbursement amounts set forth in Exhibit B of the Agreement only for Mental
Health Services rendered to Consumers, and TMHC shall not be required to accept
TennCare Partners Program reimbursement amounts for services provided to persons
who are covered under another health plan operated or administered by Green
Spring.

     4.8 TMHC shall not receive more than one hundred five percent (105%) of the
rates established in Exhibit B of the Agreement as the final payment amount,
such that under no circumstances shall TMHC receive from Green Spring as an
incentive or bonus more than five percent (5%) of the rates established in the
Agreement as final payment. TMHC shall not be liable for a portion of any excess
benefit costs associated with the provision of services pursuant to this
Amendment. TMHC shall not be required to absorb any amount of Green Spring's
excess administrative and/or management fees.

     4.9 The TennCare Partners Program shall be the payor of last resort for all
covered Mental Health Services. TMHC and Green Spring agree to abide by TDMHMR
rules relating to Third Party Resources.



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5. RECORDS, ACCESS, INSPECTION AND CONFIDENTIALITY

     5.1 TMHC shall prepare and maintain all required financial and medical
records on Consumers. Such records shall include, but not be limited to,
Pre-Admission Authorization documentation and medical records pertaining to
services, dates and charges, servicing providers, costs, utilization, records
necessary for the evaluation of the quality, appropriateness and timeliness of
services, and any other records needed to meet the requirements of governmental
regulatory agencies or as may be requested by Green Spring and the State.

        Such records shall be maintained on site in accordance with prudent
record keeping procedures and as required by law, but in no case for less than
five years after the termination of the Program Participation Agreement. Records
shall be retained further, if the records are under review or audit, until the
review or audit is complete. If the Program Participation Agreement renews
automatically from year to year, TMHC agrees to obtain prior approval from
TDMHMR before disposing of records.

     5.2 TMHC shall allow Consumers and their representatives access to
Consumer's medical records, to the extent and in the manner provided by
Tennessee Code Annotated Sections 33-3-104(10), 63-2-101(a) & (b) and
63-2-102, 42, CFR 2, and, subject to reasonable charges, shall provide copies
thereof upon request.

     5.3 TMHC agrees to allow on-site inspection, audit and duplication at no
charge, of any and all data, billings and other records maintained by TMHC or
under TMHC's direction on Consumers by agents of Green Spring and the State.
Inspection, audit and duplication shall occur during regular working hours and
after Reasonable Notice, except under special circumstances as determined in the
sole discretion of the State. TMHC shall cooperate in such reviews upon request.

     5.4 TMHC shall make available to the State and Green Spring, or its
designated representatives, in a form reasonably acceptable for usage by the
TennCare Bureau or TDMHMR and their designated representatives, any or all
records, whether medical or financial, related to TMHC activities undertaken
pursuant to this Amendment.

     5.5 The State (including but not limited to TDMHMR, TDCI, the TennCare
Bureau), U.S. Department of Health and Human Services, Office of Inspector
General, and Comptroller shall have the right to evaluate through inspection,
whether announced or unannounced, or other means any records pertinent to this
Agreement including quality,



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appropriateness and timeliness of services and such evaluation, and when
performed, shall be performed with the cooperation of TMHC. Upon request, TMHC
shall assist in such reviews including the provision of complete copies of
medical records.

     5.6 Notwithstanding termination of this Amendment, Green Spring and the
State shall continue to have access to the records to the extent permitted by
law and as necessary to fulfill the terms of this Amendment.

6. GENERAL PROVISIONS

     6.1 The Provider Participation Agreement, the Exhibit A - Operating
Policies and Procedures, the Exhibit B - Fee Schedule, and this TennCare
Partners Program Amendment and Exhibits, as amended from time to time, contain
the entire agreement between the parties relating to the rights granted and the
obligations assumed by the parties for Consumers. Any prior agreements,
promises, negotiations or representations, either oral or written, relating to
the subject matter of this Amendment not expressly set forth in this Amendment
are of no force or effect.

     6.2 This Amendment sets out additional agreements made between the parties
pertaining to and only to the provision of and payment for Mental Health
Services provided to Consumers.

     6.3 In the event of conflict between the terms of the Agreement, the
Exhibit A Operating Policies and Procedures, and this TennCare Partners Program
Amendment, the terms of this TennCare Partners Program Amendment shall control.
This Amendment shall change or modify the Agreement and the Exhibit A Operating
Policies and Procedures with respect to the provision of Mental Health Services
to Consumers. In the event of any conflict with Exhibit B, the terms of Exhibit
B shall control.

     6.4 TMHC shall not subcontract this Amendment or any portion of this
Amendment without prior written consent of Green Spring, and any attempt there
at shall be void. Such consent by Green Spring shall not be unreasonably
withheld provided, however, any subcontract must conform to all applicable
provisions of the TennCare Partners Program as then administered by the State,
including, but not limited to, prior approval of such subcontract by TDMHMR.

     6.5 Amendment - The Provider Participation Agreement and this Amendment or
any part, article, section, or exhibit may be amended at any time during the
term of the Amendment by written agreement of the parties hereto. Such further
amendment shall only be valid when reduced


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to writing, duly signed and attached to the original of the Agreement or
Amendment.

     6.6 This Amendment incorporates by reference all applicable federal and
State laws, regulations, and provider contract requirements, and revisions of
such laws, regulations, or requirements shall automatically be incorporated into
this Amendment as they become effective. In the event changes in the Amendment
as a result of revisions and applicable federal or State law materially affect
the position of either party, Green Spring and TMHC agree to negotiate such
further amendments as may be necessary to correct any inequities.

     6.7 In the event Green Spring ceases to manage or arrange for Mental Health
services to Consumers, the provisions of this TennCare Partners Program
Agreement as amended herein shall terminate immediately. Green Spring agrees to
provide prompt notice of the termination of this Agreement to TMHC.

     6.8 Arbitration - If any dispute arises between the parties involving a
contention by one party that the other has failed to perform its obligations and
responsibilities under this Amendment and Agreement, then the party making such
contention shall promptly give written notice to the other. Such notice shall
set forth in detail the basis for the party's contention, and shall be sent by
Certified Mail - Return Receipt Requested. 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) 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
inexpensive and binding arbitration in accordance with the Tennessee Uniform
Arbitration Act at Tennessee Code Annotated Section 29-5-301 et seq., with the
costs of establishing any arbitration procedures being borne by Green Spring.
TDMHMR shall have no involvement in said arbitration except (1) to enforce its
contract with Green Spring, (2) to approve the arbitration procedure proposed by
Green Spring, and (3) to voluntarily intervene if TDMHMR deems intervention to
be in the best interest of the system, provided, however, TDMHMR shall not be
bound by said arbitration. If at any time TDMHMR decides a particular dispute
should be in a court of competent jurisdiction, TDMHMR shall notify the parties
to the dispute of its decision to refer the dispute to a court of competent
jurisdiction and said arbitration process shall cease and dispute shall be heard
in said court. The only exception to the arbitration process shall be resolution
of the cost for emergency medical services and providers of services under
Tennessee



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Code Annotated Section 33-2-601. If a dispute between the parties involving a
claim submitted by TMHC is not resolved prior to the entry of a final decision
by the arbitrator(s), then the prevailing party at the arbitration shall be
entitled to award of reasonable attorney's fees and expenses from the
non-prevailing party. Reasonable attorney's fees means the number of hours
reasonably expended on the dispute multiplied by a reasonable hourly rate, and
shall not exceed ten percent (10%) of the total monetary amount in dispute or
$500.00 whichever amount is greater. This arbitration procedure is subject to
the approval of TDMHMR.

7. NEW CASE MANAGEMENT. Green Spring and AdvoCare represent and warrant that
persons who require Mental Health Services including case management services
who were not receiving case management services upon the effective date of the
TennCare Partners Program shall be entitled to freely choose TMHC to provide
Mental Health Services that fall within the MHC and CMI scope of services listed
in Exhibit B in the areas of Nashville/Davidson County and Memphis/Shelby County
subject to the terms and conditions stated in Exhibit B.

8. TERM. Notwithstanding anything in the Agreement to the contrary, the term of
the Agreement shall be twelve (12) months commencing with the effective date of
the TennCare Partners Program and may not be terminated early without cause,
except for those situations addressed in sections 3.1 and 6.7 of this amendment.

                             [Signatures to follow]


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GREEN SPRING HEALTH SERVICES, INC.


/s/ Joyce N. Fitch
-----------------------------------------
Joyce N. Fitch

Title:       Vice President and General Counsel

Date:        February 14, 1996

TENNESSEE MENTAL HEALTH COOPERATIVE, INC.


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

Print Title: President

Date:        February 13, 1996



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                               [EXHIBITS EXCLUDED]