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                                                                   EXHIBIT 99.20
                         COMPREHENSIVE CARE CORPORATION
                                4350 Von Karman
                                   Suite 280
                            Newport Beach, CA  92660
                               Tel: 714-798-0468
                               Fax: 714-752-0585


                                                           March 3, 1995
HAND DELIVERED

Mr. Jay H. Lustig
Individually and as representative of
the Participating Securityholders (defined below)

         Re:  Proposed Rescission of Acceleration of Securities

Dear Mr. Lustig:

         Based on the various discussions that we have had among or between
Comprehensive Care Corporation (the "Company"), the Trustee of its 7-1/2%
Convertible Subordinated Debentures Due April 15, 2010 (the "Securities"), and
you as a representative of certain holders, and individually as a holder, of
certain Securities which we understand aggregate $4.653 million in original
principal amount (the "Participating Securityholders"), certain of whom were
Securityholders who gave notice of acceleration in February, 1995, and our
understanding of the type of transaction that is feasible for rescission of
acceleration and of interest to us, we outline the basis for this proposed
rescission relative to the proposed agreement to pay cash and issue shares to
Participating Securityholders, and permitted assigns (collectively, the
"Consideration").  In this regard, we propose the principal terms of an
agreement (the "Agreement") to be as set out in this letter as follows:


         1.      Voting of Securities; "Lock-Up."  Upon the dismissal of the
involuntary Chapter 7 petition filed against the Company, the Participating
Securityholders will give notices of rescission of acceleration reasonably
acceptable and at times as determined by the Trustee and the Company, will vote
in favor of each related proposal to be made to all of the Securityholders of
the Company, including without limitation a proposed supplemental indenture if
necessary, and will tender their Securities for exchange for cash and shares as
described herein (the "Offer"). Furthermore the Participating Securityholders
will neither submit any notice or demand of acceleration, nor pursue any
remedies available under the Indenture nor join or participate in any
Securities Exchange Act of 1934 Rule 13(d) group or participate against the
Board or management in any proxy or other solicitation of any of the Securities
or Common Stock of the Company, and the Participating Securityholders agree
that they will give the Company any information they receive about anyone
trying to form such a group.  Jay H. Lustig represents that he is authorized to
execute and deliver this Agreement on behalf of and to bind at least $2.5
million in original principal amount of the Securities and further represents
that he shall cause the holders of at least $2.5 million of the outstanding
principal amount of Securities to rescind acceleration and waive the interest
payment defaults, substantially as provided in the attached Notice of
Rescission of Acceleration on or before March 31, 1995, and use his best
efforts to cause holders of an additional amount of Securities necessary to
aggregately comprise more than 50% of the outstanding principal amount of
Securities to rescind such acceleration and waive such interest payment
defaults substantially as provided in such notice.

         2.      Rights Non-Assignable.  Until the earlier of the expiration of
this Agreement or the completion of the exchange of Securities contemplated
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herein, nothing contained in this Agreement will permit any Participating
Securityholder to at any time sell or dispose of in any manner the rights or
obligations of the said Participating Securityholder under this Agreement.
However, the Participating Securityholders may transfer their Securities
provided that the recipient, and each subsequent transferee, is irrevocably
bound hereby and so agrees in writing.  Until the earlier of the expiration of
this Agreement or the completion of the exchange of Securities contemplated
herein, each Participating Securityholder shall notify the Company of any
private or public sale, and agrees to placement of an appropriate legend on the
Securities bound hereby.

         3.      Standstill.  Until the earlier of the expiration of this
Agreement or the completion of the exchange of Securities contemplated herein,
if any Participating Securityholders, directly or indirectly,  acquires
beneficial or record ownership of any Securities or other equity securities of
the Company or interest, such Securities will become and remain subject to this
Agreement.

         4.      The Offer.  The Offer shall incorporate the following features
and specifications upon first being given to Securityholders, subject to
requirements of law:

         / /     The Offer shall be made pursuant to Section 3(a)(9) of the
Securities Act of 1933 for up to 100% of the Securities.  Shares issuable
pursuant to the Offer are intended to be freely tradeable under the Securities
Act of 1933.

         / /     The Board of the Company shall use best efforts to complete
this transaction within 120 days, but shall have a reasonable period of
additional time, ending not later than 180 days after the date hereof, in order
to consummate legal requisites to the Offer.

         / /     The Company shall not, during the term of this Agreement,
pledge or otherwise

dispose of, or issue or commit to issue any additional, capital stock, or any
interest therein, or securities convertible into shares of such stock, of
CareUnit, Inc., a Delaware corporation ("Care Unit"), 100% of whose outstanding
shares (the "Shares") are held beneficially and of record by the Company free
of any other liens or claims.  At 150 days after the date of this Agreement,
provided that the Participating Securityholders have in each material respect
performed (with opportunity to cure if a cure is possible) their obligations
required to be performed hereunder on or prior to such date, and if the Offer
has not then been consummated, the Company shall pledge (with the Trustee, or
an alternate acceptable to the Company, to act as pledgeholder on terms of a
written agreement containing standard terms reasonably acceptable to the
Participating Securityholders) all of the Shares as collateral for its
obligation to purchase the Securities pursuant to the Offer or otherwise.  Such
pledge may only be foreclosed upon following 180 days after the date hereof at
the request of any Securityholder or the Trustee if the Offer is not
consummated on or prior to such date, provided that the Participating
Securityholders have in each material respect performed (with opportunity to
cure if a cure is possible) their obligations required to be performed
hereunder on or prior to such date.  From day 150 through day 180 after the
date hereof, or the earlier consummation of the Offer, the tendered (or all
Participating Securityholders' Securities if the Offer has not been commenced
without fault of the Participating Securityholders) Securities of the
Participating Securityholders shall accrue and be paid upon purchase thereof
additional interest at the rate of 7-1/2% per annum on the original principal
amount).  Upon consummation of the Offer, the said pledges shall be released.
The Company represents that Care Unit is the subsidiary generating operating
profits under the CareUnit name, and all of its other subsidiaries with similar
names are substantially inactive.

         / /     The Participating Securityholders shall support the proposed
Offer and shall not speak or write publicly against the proposed Offer.  In
addition, the Participating Securityholders will not solicit or support any
solicitation of proxies or consents inconsistent with the purposes or  spirit
of this Agreement.
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         / /     The Offer shall allow the Securityholders to participate
pro-rata to the amounts tendered, up to 100% of the amount of Securities
outstanding, provided that all tendering Securityholders also give notice of
rescission of acceleration and consent to any proposals reasonably made by the
Company that are incidental to the Offer.

         / /     The tendering Securityholders shall receive, net to the
Securityholder, for each $1,000.00 of original principal amount tendered,
$500.00 in cash, plus $120.00 in shares of Common Stock of the Company (based
on a fair value of the Common Stock equalling the average round-lot traded
price reported on the NYSE Composite Tape for all trading days during the 75
calendar days commencing with and as of March 6, 1995). Additionally, for each
$1,000.00 of original principal amount, tendering Securityholders will receive
$80 in cash (approximately 1 year's interest) representing the amount agreed
upon to represent all interest owing and accrued to the payment date, in return
for which they will waive all other obligations including all default interest
accrued from April 15, 1994 which was due as of October 17, 1994, and all
interest (or interest on interest) accruing from and after October 15, 1994
through the date on which the Offer is consummated.

         / /     The Offer and the Company's completion of an exchange as
described herein are subject to all relevant conditions provided in the
Indenture relating to the Securities dated as of April 25, 1985 between the
Company and the Trustee, as defined therein, and receipt of all reasonably
necessary governmental, and third-party, consents, filings, or approvals
necessary to consummate the Offer.

         / /     The Company may condition the Offer upon a minimum of tendered
Securities of $2.5 million from the Participating Securityholders.

         5.      Costs.  The Company shall pay legal fees of Weil, Gotshal &
Manges incurred by the accelerating Participating Securityholders from January
1, 1995 to date in the amount of between $35,000 and $40,000.  Otherwise, the
parties each will bear their own respective costs.

         6.      Release.  Upon dismissal of the involuntary Chapter 7 case,
referred to further below, the Company shall release each Participating
Securityholder and its officers, employees, agents, representatives, attorneys,
and advisors from any and all claims and causes of action arising or occurring
prior to the date hereof, including without limitation any  and all claims or
causes of action arising out of or related to the delivery of the notice of
acceleration of the Securities or the filing of an involuntary Chapter 7
petition against the Company, provided that the effectiveness of the release
shall be conditioned upon and subject only to the execution and delivery by
each respectively released Participating Securityholder of the notice of
rescission of acceleration described in paragraph 1 hereof and each
Participating Securityholder using its best efforts to achieve consummation of
the transactions contemplated herein.

         7.      News Release.  Upon the execution by you and return to us of
this Agreement, the Company shall prepare the news release.  Each news release
concerning this Agreement or the Offer shall be in form and substance and at
times reasonably determined by the Company after reasonable notice to you and
reasonable prior consultation with you, with your reasonable cooperation, as
representative of the Participating Securityholders.

         8.      Bankruptcy Petition.  The Participating Securityholders that
are petitioning creditors in the involuntary Chapter 7 bankruptcy petition
filed against the Company shall support and cause their attorneys to execute
and indicate consent to the Order Dismissing Involuntary Petition (the "Order")
attached hereto.  The Participating Securityholders that are petitioning
creditors shall support entry of the Order and dismissal of the involuntary
petition at the hearing scheduled for March 7, 1995.  If such order is not
entered by the court prior to or on March 8, 1995, the Company thereafter shall
have the option to terminate this Agreement upon written notice and, prior to
such termination, to require additional reasonable cooperation of the
Participating Securityholders for the purpose contemplated in this paragraph.
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         9.      Survival.   If the Offer is consummated, the terms and
provisions of this Agreement shall survive the consummation of the Offer.

         If the foregoing meets with your approval, so signify by signing and
returning the enclosed duplicate copy of this letter, whereupon this letter
shall constitute the final agreement between the parties in accordance with the
terms and provisions set forth above.  This offer will expire if not accepted
on March 3, 1995.  We shall look forward to receiving your prompt acceptance.

                          Very truly yours,

                          COMPREHENSIVE CARE CORPORATION


                          By:     /s/ Chriss W. Street              
                          Chriss W. Street, Chairman of the Board,
                          Chief Executive Officer and President


AGREED AND CONFIRMED:


By:   /s/ Jay H. Lustig                          Dated: March 3, 1995   
      Jay H. Lustig

APPROVED AS TO FORM:
WEIL, GOTSHAL & MANGES


By:   /s/ Martin A. Sosland                
      Martin A. Sosland