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                                                                  EXHIBIT 10.150

                    SECOND AMENDMENT TO AMENDED AND RESTATED
                SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT

         This SECOND AMENDMENT TO AMENDED AND RESTATED SUBORDINATED NOTE AND
WARRANT PURCHASE AGREEMENT (this "Amendment") is made and entered into as of
April 16, 2001, by and between RAMSAY YOUTH SERVICES, INC., a corporation
organized under the laws of the State of Delaware, as issuer of the Notes and
the Warrants (the "COMPANY"), each of the subsidiaries of the Company listed on
the signature pages hereto, as guarantors (individually, a "GUARANTOR" and,
collectively, the "GUARANTORS"), SUNTRUST BANKS, INC., ("SUNTRUST"), ING (U.S.)
CAPITAL, LLC ("ING"; ING and SunTrust individually a "PURCHASER" and
collectively the "PURCHASERS").

                              W I T N E S S E T H :
                               -------------------

         WHEREAS, Company, the Subsidiary Guarantors and the Purchasers are
parties to that certain Amended and Restated Subordinated Note and Warrant
Purchase Agreement, dated as of June 19, 2000, as amended by that certain First
Amendment to Amended and Restated Subordinated Note and Warrant Purchase
Agreement, dated as of July 31, 2000, (as amended, restated, modified or
otherwise supplemented from time to time, the "Purchase Agreement"), pursuant to
which the Purchasers made a $10,000,000 subordinated debt investment in the
Company;

         WHEREAS, Company has requested that the Purchasers make certain
amendments to the Purchase Agreement and the Purchasers are willing to do so on
the terms and conditions set forth herein;

         NOW THEREFORE, in consideration of the terms and conditions contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:

A.       DEFINITIONS. Capitalized terms used but not otherwise defined herein
         shall have the meanings given to such terms in the Purchase Agreement.

B.       AMENDMENT TO SECTION 1.1 OF THE PURCHASE AGREEMENT. Section 1.1 of the
         Purchase Agreement is amended by replacing the definition therein of
         "Total Debt to EBITDA Ratio" with the following new definition:

                  "TOTAL DEBT TO EBITDA RATIO" shall mean, with respect to the
         Company and its Subsidiaries on a consolidated basis, as of any
         calculation date, the ratio of (a) Money Borrowed, less the amount of
         unrestricted cash balances of the Company, as of such date, to (b)
         EBITDA for the preceding four fiscal quarter period then ending.


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C.       AMENDMENT TO SECTION 8.12 OF THE PURCHASE AGREEMENT. Section 8.12 of
         the Purchase Agreement is amended by replacing such subsection in its
         entirety with the following new subsection 8.12:

                  "FINANCIAL COVENANTS. At any time during the term of this
         Agreement, have a Total Debt to EBITDA Ratio, calculated on the last
         day of each fiscal quarter of the Company, commencing with the quarter
         ending December 31, 1999, of more than 3.80:1.0.; PROVIDED, HOWEVER,
         that notwithstanding anything to the contrary contained herein, the
         following amounts shall be added to the Company's EBITDA for each of
         the following fiscal quarters for purposes of this Section 8.12:

                           FISCAL QUARTER ENDING                AMOUNT
                           ---------------------                ------

                           December 31, 1999                   $538,000
                           March 31, 2000                      $664,000
                           June 30, 2000                       $731,000
                           September 30, 2000                  $455,000
                           December 31, 2000                   $549,000"


D.       CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become
         effective (the "SECOND AMENDMENT EFFECTIVE DATE") when each Purchaser
         shall have received a duly executed counterpart of this Amendment
         executed by each party hereto.

E.       REPRESENTATIONS AND WARRANTIES. The Company hereby represents and
         warrants to the Purchasers that:

                  (a) the execution, delivery and performance of this Amendment
(i) is within Company's corporate power; (ii) has been duly authorized by all
necessary corporate and shareholder action; (iii) does not require the consent,
approval, authorization of, or registration or filing with, any Person under any
Material Contract, with any Person under the organizational documents of the
Consolidated Companies, or with any governmental authority other than such
consents, approvals, authorizations, registrations or filings which have been
made or obtained and are in full force and effect, and (iv) will not cause a
breach or default under any of any of the Consolidated Companies Material
Contracts or organizational documents of any of the Consolidated Companies
except as could not reasonably be expected to have a Material Adverse Effect;

                  (b) this Amendment has been duly executed and delivered for
the benefit or on behalf of Company and constitutes the legal, valid and binding
obligation of Company, enforceable against it in accordance with its terms,
except as the enforceability hereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and other laws affecting creditors' rights and
remedies in general, and by general principles of equity; and



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                  (c) after giving effect to this Amendment, all of
representations and warranties set forth in Article 6 of the Purchase Agreement
are true and correct in all material respects and no Default or Event of Default
has occurred and is continuing as of the date hereof.

F.       SURVIVAL. Except as expressly provided herein, the Purchase Agreement
         and the Subordination Agreement shall continue in full force and
         effect, and the unamended terms and conditions of the Purchase
         Agreement and the Subordination Agreement are expressly incorporated
         herein and ratified and confirmed in all respects. This Amendment is
         not intended to be or to create, nor shall it be construed as, a
         novation or an accord and satisfaction.

G.       EFFECT OF AMENDMENT. From and after the date hereof, references to the
         Purchase Agreement shall be references to the Purchase Agreement as
         amended hereby and references to the Subordination Agreement shall be
         references to the Subordination Agreement as amended hereby.

H.       ENTIRE UNDERSTANDING. This Amendment constitutes the entire agreement
         between the parties hereto with respect to the subject matter hereof.
         Neither this Amendment nor any provision hereof may be changed, waived,
         discharged, modified or terminated orally, but only by an instrument in
         writing signed by the parties required to be a party thereto pursuant
         to Section 10.4 of the Purchase Agreement.

I.       GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
         BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
         PRINCIPLES THEREOF) OF THE STATE OF GEORGIA.

J.       COUNTERPARTS. This Amendment may be executed in any number of
         counterparts and by the different parties hereto on separate
         counterparts, each of which when so executed and delivered shall be an
         original, but all of which shall together constitute one and the same
         instrument.

                       [SIGNATURES TO FOLLOW ON NEXT PAGE]



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         IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date first above written.

                        COMPANY:

                        RAMSAY YOUTH SERVICES, INC.



                        By:
                            --------------------------------------------------
                                 Marcio C. Cabrera
                                 Executive Vice President


                        SUBSIDIARY GUARANTORS:

                        BETHANY PSYCHIATRIC HOSPITAL, INC., an Oklahoma
                        corporation

                        BOUNTIFUL PSYCHIATRIC HOSPITAL, INC., a Utah corporation

                        EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION, a North
                        Carolina corporation

                        GREAT PLAINS HOSPITAL, INC., a Missouri corporation

                        GULF COAST TREATMENT CENTER, INC., a Florida corporation

                        H.C. CORPORATION, an Alabama corporation

                        HAVENWYCK HOSPITAL, INC., a Michigan corporation

                        HSA HILL CREST CORPORATION, an Alabama corporation

                        HSA OF OKLAHOMA, INC., an Oklahoma corporation

                        MICHIGAN PSYCHIATRIC SERVICES, INC., a Michigan
                        corporation



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                        RAMSAY EDUCATIONAL SERVICES, INC., a Delaware
                        corporation

                        RAMSAY HOSPITAL CORPORATION OF LOUISIANA, INC., a
                        Louisiana corporation

                        RAMSAY LOUISIANA, INC., a Delaware corporation

                        RAMSAY MANAGED CARE, INC., a Delaware corporation

                        RAMSAY YOUTH SERVICES OF ALABAMA, INC., a Delaware
                        corporation

                        RAMSAY YOUTH SERVICES OF FLORIDA, INC., a Delaware
                        corporation

                        RAMSAY YOUTH SERVICES OF SOUTH CAROLINA, INC., a
                        Delaware corporation

                        RAMSAY YOUTH SERVICES PUERTO RICO, INC., a Puerto Rico
                        corporation

                        RHCI SAN ANTONIO, INC., a Delaware corporation

                        TRANSITIONAL CARE VENTURES, INC., a Delaware corporation

                        TRANSITIONAL CARE VENTURES (TEXAS), INC., a Delaware
                        corporation

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

                        Marcio C. Cabrera
                        Vice President



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                                H.C. PARTNERSHIP


                                      By:  H.C. CORPORATION, an Alabama
                                            corporation, as a general partner
                                              By:
                                                  --------------------------
                                                Marcio C. Cabrera
                                                Vice President

                                      By:  HSA HILL CREST
                                      CORPORATION,
                                              an Alabama corporation, as a
                                              general partner

                                              By:
                                                  --------------------------
                                                Marcio C. Cabrera
                                                Vice President



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                                      PURCHASERS:

                                      SUNTRUST BANKS, INC.



                                      By:
                                           -----------------------------------
                                           Robert L. Dudiak
                                           Group Vice President

                                      ING (U.S.) CAPITAL LLC



                                      By:
                                           -----------------------------------
                                           Steven G. Fleenor
                                           Director






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