<PAGE>   1
                             CONSENT TO ASSIGNMENT

                                       OF

                        MENTAL HEALTH SERVICES CONTRACT

                                    BETWEEN

                THE STATE OF TENNESSEE DEPARTMENT OF CORRECTIONS

                                      AND

                               MHM SERVICES, INC.


WHEREAS, MHM Services, Inc. (Contractor), entered into a  Mental Health
Services Contract with the State of Tennessee, Department of Correction (TDOC)
effective on July 1, 1997, and Paragraph D.5 of that Agreement requires the
Contractor to obtain TDOC's prior written consent before assigning Contractor's
rights and responsibilities under the contract to any other party;

WHEREAS, Contractor desires to assign all of the right and responsibilities
under the Mental Health Services Contract to its wholly-owned subsidiary, MHM
Correctional Services, Inc., effective July 1, 1997, a copy of which Assignment
is attached.

NOW, THEREFORE, TDOC hereby consents to such assignment of Contractor's rights
and responsibilities under the Mental Health Services Contract to MHM 
Correctional Services, Inc., subject to Contractor remaining responsible for 
performance by MHM Correctional Services, Inc. of its duties and obligations 
under the Mental Health Services Contract.

The State is not bound by this consent to assignment until it is approved by
the appropriate State officials as indicated on the signature page of this
Amendment.






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<PAGE>   2
                                   ASSIGNMENT

This instrument is entered into this 10th day of October, 1997, between MHM
Services, Inc. (Assignor) and MHM Correctional Services, Inc. (Assignee).

WHEREAS, Assignor entered into a Mental Health Services Contract with the State
of Tennessee Department of Correction (TDOC) on July 1, 1997.

Effective as of July 1, 1997, Assignor transfers and assigns for a good and
valuable consideration and $1.00 cash in hand paid, receipt of which is
acknowledged, all of its rights and responsibilities under the Mental Health
Services Contract, to Assignee. Assignee agrees to accept all of Assignor's said
rights and responsibilities as if the Mental Health Services Contract were fully
set forth herein and Assignee agrees to assume all of Assignor's duties and
obligations under the Mental Health Services Contract. Not withstanding this
assignment, Assignor shall remain responsible for performance of the duties and
obligations of Assignor set forth in the aforesaid Mental Health Services
contract.

Accepted and agreed to this 10th day of October, 1997.

ASSIGNOR:
MHM Services, Inc.

By: [SIG]
   --------------------------
Title: President
       ----------------------

ASSIGNEE:
MHM Correctional Services, Inc.

By: [SIG]
   --------------------------
Title: Vice President
       ----------------------

IN WITNESS WHEREOF, the parties have by their duly authorized representatives
set their signature.

CONTRACTOR:
MHM Services, Inc.

By: [SIG]                                       Date: 10/10/97
   --------------------------                        --------------
Title: President
       ----------------------

                       {Signatures Continued on Next Page}


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<PAGE>   3

STATE OF TENNESSEE
DEPARTMENT OF CORRECTION:

By: /s/ DONAL CAMPBELL                                  Date:   10/29/97
   --------------------------                                 -----------
   Donal Campbell
   Commissioner

Approved:
COMMISSIONER OF FINANCE AND ADMINISTRATION:

By: /s/ JOHN D. FERGUSON                                Date:   11/5/97
   --------------------------                                 -----------
   John Ferguson
   Commissioner

STATE OF TENNESSEE
COMPTROLLER OF THE TREASURY:

By: /s/ WILLIAM R. SNODGRASS                            Date:  11/7/97
   --------------------------                                 -----------
   Williamn R. Snodgrass
   Comptroller

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