Exhibit 4.36

THIS EQUITY PURCHASE WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  AND  MAY NOT BE
TRANSFERRED  IN VIOLATION OF SUCH ACT, THE RULES AND  REGULATIONS  THEREUNDER OR
THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT.

                             EQUITY PURCHASE WARRANT


                        To Purchase 1% Equity interest in


                         Behavioral Health Online, Inc.


     THIS IS TO CERTIFY THAT Heller  Healthcare  Finance,  Inc.,  or  registered
assigns, is entitled, at any time from the Closing Date (as hereinafter defined)
to  the  Expiration  Date  (as  hereinafter  defined)  , , ,  to  purchase  from
Behavioral Health Online, Inc., a Massachusetts corporation (the "Company"), the
number of shares  representing 1% of the issued and outstanding Common Stock (as
hereinafter  defined) of the Company immediately  following such exercise but in
any event prior to a Qualified IPO (as  hereinafter  defined)  (provided that no
adjustments  shall be made due to such Qualified IPO),  exercisable in whole but
not in part,  at an  aggregate  purchase  price (i.e.  for all shares of Warrant
Stock) of $100 (the  "Warrant  Price"),  all on the  terms  and  conditions  and
pursuant to the provisions hereinafter set forth.

     This Warrant is issued in connection with and as partial  consideration for
the $330,000 over-line loan made by the Holder to the Company's affiliate PHC of
Michigan,  Inc. (the "Loan") as evidenced by that certain Letter Agreement dated
as of December 18, 2000 for Three  Hundred  Thirty  Thousand and no/100  dollars
($330,000) from PHC of Michigan, Inc. and the documents related thereto.

            1.    Definitions

     As used in this Equity  Purchase  Warrant (this  "Warrant"),  the following
terms shall have the respective meanings set forth below:

     "Business Day" shall mean any day that is not a Saturday or Sunday or a day
on which banks are  required or permitted  to be closed in the  Commonwealth  of
Massachusetts.

     "Closing Date" is December 18, 2000.

     "Commission" shall mean the Securities and Exchange Commission or any other
federal  agency  then   administering  the  Securities  Act  and  other  federal
securities laws.

     "Common  Stock" shall mean (except where the context  otherwise  indicates)
the Common Stock, par value $.01 per share, of the Company as constituted on the
Closing Date,  and any capital stock into which such Common Stock may thereafter
be changed, and shall also include (i) capital stock of the Company of any other
class (regardless of how denominated)  issued to the holders of shares of Common
Stock  upon any  reclassification  thereof  which is also  not  preferred  as to
dividends  or assets  over any other  class of stock of the Company and which is
not subject to  redemption  and (ii) shares of common stock of any  successor or
acquiring  corporation received by or distributed to the holders of Common Stock
of the Company in the circumstances contemplated by Section 4.



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<PAGE>
     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
or  any  successor  federal  statute,  and  the  rules  and  regulations  of the
Commission thereunder, all as the same shall be in effect from time to time.

            "Exercise Period" shall mean the period during which this Warrant is
exercisable pursuant to Section 2.1.

     "Expiration  Date" shall mean the earlier of (i) December 17, 2010, or (ii)
the date of the  closing  of,  and  receipt  of funds  from,  a  firm-commitment
underwritten  initial  public  offering  pursuant to an  effective  registration
statement  under the  Securities Act covering the offer and sale of Common Stock
for the account of the Corporation to the public with (x) an aggregate  offering
price (before  deduction of  underwriters  commissions and expenses) of not less
than Two Million Five Hundred Thousand Dollars ($2,500,000) ("Qualified IPO").

     "Fundamental  Corporate Change" shall have the meaning set forth in Section
4.1.

     "Holder"  shall mean the Person in whose name the Warrant or Warrant  Stock
set forth herein is registered on the books of the Company  maintained  for such
purpose.

     "Other Property" shall have the meaning set forth in Section 4.

     "Person" shall mean any individual, sole proprietorship, partnership, joint
venture, trust, incorporated  organization,  association,  corporation,  limited
liability company, institution, public benefit corporation, entity or government
(whether  federal,  state,  county,  city,  municipal or  otherwise,  including,
without limitation,  any instrumentality,  division,  agency, body or department
thereof).

     "Restricted  Common  Stock" shall mean shares of Common Stock which are, or
which upon their issuance on their exercise of this Warrant would be,  evidenced
by a certificate bearing the restrictive legend set forth in Section 9.1.

     "Securities Act" shall mean the Securities Act of 1933, as amended,  or any
successor  federal  statute,  and the rules and  regulations  of the  Commission
thereunder, all as the same shall be in effect at the time.

     "Transfer" shall mean any disposition of any Warrant or Warrant Stock or of
any interest in either thereon, which would constitute a sale thereof within the
meaning of the Securities Act.

     "Transfer Notice" shall have the meaning set forth in Section 9.2.

     "Warrant  Stock"  shall mean the shares of Common  Stock  purchased  by the
holders of the Warrants upon the exercise thereof.

            "Warrants" shall mean this Warrant and all warrants issued upon
     transfer,  division or combination of, or in substitution for, any thereof.
All
Warrants shall at all times be identical as to terms and conditions and date,
except as to the number of shares of Common Stock for which they may be
exercised.

     2. Exercise of Warrant

     2.1 Manner of Exercise

     From and after the Closing Date and until 5:00 p.m.,  New York time, on the
Expiration Date (regardless of any prepayment of the Loan),  Holder may exercise
this  Warrant,  on any Business  Day,  for all,  but not part,  of the number of
shares of Common Stock purchasable hereunder.



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<PAGE>
     In order to exercise  this  Warrant in whole  Holder  shall  deliver to the
Company at its  principal  office at 200 Lake  Street,  Suite 102,  Peabody,  MA
01960, or at the office or agency  designated by the Company pursuant to Section
13, (i) a written  notice of Holder's  election to exercise this  Warrant,  (ii)
payment of the Warrant Price in cash or wire  transfer or cashier's  check drawn
on  a  United  States  bank  and  (iii)  this  Warrant.  Such  notice  shall  be
substantially in the form of the subscription  form appearing at the end of this
Warrant as Exhibit A, duly  executed  by Holder or its agent or  attorney.  Upon
receipt of the items  referred  to in clauses  (i),  (ii) and (iii)  above,  the
Company shall, as promptly as practicable, and in any event within five Business
Days  thereafter,  execute or cause to be  executed  and  deliver or cause to be
delivered to Holder a certificate  or  certificates  representing  the aggregate
number of full shares of Common Stock  issuable  upon such  exercise.  The stock
certificate or certificates so delivered  shall be, to the extent  possible,  in
such  denomination  or  denominations  as Holder shall request in the notice and
shall be registered  in the name of Holder or,  subject to Section 9, such other
name as shall be designated in the notice.  This Warrant shall be deemed to have
been exercised and such certificate or certificates shall be deemed to have been
issued,  and Holder or any other Person so  designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes,  as
of the date the  notice,  together  with  the cash or check or  checks  and this
Warrant, is received by the Company as described above and all taxes required to
be paid by Holder, if any, pursuant to Section 2.2 prior to the issuance of such
shares have been paid. Notwithstanding any provision herein to the contrary, the
Company  shall not be required to register  shares in the name of any Person who
acquired  this Warrant (or part hereof) or any Warrant Stock  otherwise  than in
accordance with this Warrant.

     2.2 Payment of Taxes and Charges

     All shares of Common  Stock  issuable  upon the  exercise  of this  Warrant
pursuant  to  the  terms  hereof  shall  be  validly  issued,   fully  paid  and
nonassessable,  freely tradable and without any preemptive  rights.  The Company
shall pay all expenses in connection with, and all taxes and other  governmental
charges that may be imposed  with respect to, the issuance or delivery  thereof,
unless  such tax or charge is  imposed  by law upon  Holder,  in which case such
taxes or charges  shall be paid by Holder.  The Company  shall not be  required,
however,  to pay any tax or other charge imposed in connection with any transfer
involved in the issuance of any  certificate for shares of Common Stock issuable
upon exercise of this Warrant in any name other than that of Holder, and in such
case the Company shall not be required to issue or deliver any stock certificate
until such tax or other charge has been paid or it has been  established  to the
satisfaction of the Company that no such tax or other charge is due.

     2.3 Fractional Shares

     The Company  shall not be required  to issue a  fractional  share of Common
Stock upon  exercise of any Warrant.  As to any fraction of a share which Holder
would otherwise be entitled to purchase upon such exercise,  such fraction shall
be adjusted to a full share of Common Stock.

     2.4 Continued Validity

     A holder of shares of Common Stock issued upon the exercise of this Warrant
(other than a holder who acquires  such shares after the same have been publicly
sold  pursuant to a  Registration  Statement  under the  Securities  Act or sold
pursuant to Rule 144  thereunder)  shall continue to be entitled with respect to
such shares to all rights to which it would have been  entitled as Holder  under
Sections 9 and 10 of this Warrant.  The Company will, at the time of exercise of
this  Warrant,  upon the  request of Holder,  acknowledge  in  writing,  in form
reasonably  satisfactory to Holder,  its continuing  obligation to afford Holder
all such rights;  provided,  however, that if Holder shall fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to afford to Holder all such rights.



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<PAGE>
     2.5 Cooperation

     The Company shall assist and cooperate with any Holder required to make any
governmental  filings  or  obtain  any  governmental  approvals  prior  to or in
connection  with any exercise of this Warrant,  including,  without  limitation,
making  any  filings  required  to be  made by the  Company.  The  Holder  shall
reimburse  the Company for any  reasonable  costs and  expenses  incurred by the
Company (including without limitation, reasonable attorneys' fees) in connection
with the cooperation and assistance.  Notwithstanding  the foregoing,  the costs
and expenses shall not include any fees or costs related to any federal or state
registration of this Warrant or the Warrant Shares or registered public offering
of the Company's securities.

     2.6 Regulation

     This  Warrant  may  not  be  exercised  by a  Holder  that  qualifies  as a
"subsidiary"  of a "bank holding  company" (as such terms are defined in Section
225.2 of  Regulation Y issued by the Board of  Governors of the Federal  Reserve
System  ("Regulation  Y")) (a "BHC  Subsidiary")  unless such Holder advises the
Company in writing that the exercise of the Warrant by such Holder complies with
Regulation Y and the Bank Holding Company Act of 1956, as amended ("BHCA").


     3. Transfer, Division and Combination

     3.1 Transfer

     Subject to  compliance  with  Section 9,  transfer of this  Warrant and all
rights hereunder,  in whole but not in part, shall be registered on the books of
the Company to be maintained for such purpose, upon surrender of this Warrant at
the principal  office of the Company referred to in Section 2.1 or the office or
agency designated by the Company pursuant to Section 13, together with a written
assignment  of this Warrant  substantially  in the form of Exhibit B hereto duly
executed  by Holder or its agent or  attorney  and funds  sufficient  to pay any
transfer  taxes payable upon the making of such  transfer.  Upon such  surrender
and, if required, such payment, the Company shall, subject to Section 9, execute
and deliver a new Warrant in the name of the  assignee  and this  Warrant  shall
promptly be canceled. A Warrant, if properly assigned in compliance with Section
9, may be  exercised  by a new Holder for the purchase of shares of Common Stock
without having a new warrant issued.

     3.2 Division and Combination

     Subject to Section 9, this  Warrant may be divided or  combined  with other
Warrants  upon  presentation  thereof at the  aforesaid  office or agency of the
Company,  together with a written notice  specifying the names and denominations
in which  new  Warrants  are to be  issued,  signed  by  Holder  or its agent or
attorney.  Subject to  compliance  with  Sections  3.1 and 9, as to any transfer
which may be involved in such division or combination, the Company shall execute
and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to
be divided or combined in accordance with such notice.

     3.3 Expenses

     The Company shall prepare, issue and deliver at its own expense
(other than transfer taxes) the new Warrants or Warrants under this Section 3.

            3.4   Maintenance of Books

     The Company agrees to maintain,  at its aforesaid  office or agency,  books
for the registration and the registration of transfer of the Warrants.



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     4. ADJUSTMENTS

     4.1 Transfer

     In case the Company shall  reorganize  its capital,  reclassify its capital
stock,  consolidate  or merge with or into another  Person (where the Company is
not the survivor or where there is a change in or  distribution  with respect to
the Common Stock of the Company), or sell, convey, transfer or otherwise dispose
of all or substantially all its property,  assets or business to another Person,
or effectuate a transaction or series of related transactions in which more than
50% of the voting  power of the  Company is disposed  of (each,  a  "Fundamental
Corporate  Change")  and,  pursuant to the terms of such  Fundamental  Corporate
Change, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company,  then Holder shall have the right  thereafter  to receive,  upon
exercise of the Warrant,  such number of shares of common stock of the successor
or  acquiring  corporation,  and Other  Property as is  receivable  upon or as a
result of such Fundamental  Corporate Change by a holder of the number of shares
of Common Stock for which this Warrant is exercisable  immediately prior to such
Fundamental  Corporate Change. In case of any such Fundamental Corporate Change,
the  successor  or  acquiring  corporation  (if other  than the  Company)  shall
expressly  assume in writing the due and punctual  observance and performance of
each and every  covenant  and  condition  of this  Warrant to be  performed  and
observed by the  Company  and all the  obligations  and  liabilities  hereunder,
subject to such  modifications  as may be deemed  appropriate  (as determined by
resolution  of the Board of  Directors  of the  Company) in order to provide for
adjustments  of shares of Common  Stock for which this  Warrant  is  exercisable
which shall be as nearly  equivalent as practicable to the adjustments  provided
for in this Section 4. For purposes of this,  "common  stock of the successor or
acquiring  corporation"  shall  include stock of such  corporation  of any class
which is not  preferred  as to dividends or assets over any other class of stock
of such  corporation  and which is not  subject  to  redemption  and shall  also
include any evidences of indebtedness, shares of stock or other securities which
are convertible into or exchangeable for any such stock,  either  immediately or
upon the arrival of a specified  date or the happening of a specified  event and
any warrants or other rights to  subscribe  for or purchase any such stock.  The
foregoing  provisions  of this  Section 4 shall  similarly  apply to  successive
Fundamental Corporate Change.

     4.2 Recapitalization

     If at any time or from time to time there  shall be a  recapitalization  of
the Common Stock  (other than a  subdivision,  combination  or merger or sale of
assets transaction  provided for elsewhere in this Section 4) provision shall be
made so that the Holder of this Warrant shall  thereafter be entitled to receive
upon exercise of this Warrant the number of shares of stock or other  securities
or property of the Company or  otherwise,  to which a holder of the Common Stock
deliverable upon conversion  would have been entitled on such  recapitalization.
In any such case, appropriate adjustment shall be made in the application of the
provisions  of this  Section 4 with  respect to the rights of the Holder of this
Warrant  after  the  recapitalization  to the end  that the  provisions  of this
Section 4 (including  adjustment  of the  Exercise  Price then in effect and the
number of shares  purchasable upon exercise of this Warrant) shall be applicable
after that event and be as nearly equivalent as practicable.


     5. Notices to Holder

     5.1 Notice of Adjustments

     Whenever the shares for which this Warrant is exercisable  shall be subject
to a  Fundamental  Corporate  Change  the  Company  shall  forthwith  prepare  a
certificate to be executed by the chief financial officer of the Company setting
forth, in reasonable  detail,  the event requiring the adjustment and the method
by which such  adjustment was  calculated  describing the number and kind of any
other shares of stock or Other  Property for which this Warrant is  exercisable.
The  Company  shall  promptly  cause a  signed  copy of such  certificate  to be
delivered to the Holder in accordance  with Section 16.2. The Company shall keep
at its  office or agency  designated  pursuant  to Section 13 copies of all such
certificates  and cause the same to be available  for  inspection at said office
during normal  business  hours by the Holder or any  prospective  purchaser of a
Warrant designated by Holder.



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     5.2 Notice of Corporate Action

            If at any time:

     (a) the Company  shall take a record of the holders of its Common Stock for
the purpose of entitling  them to receive a dividend or other  distribution,  or
any right to subscribe  for or purchase any evidences of its  indebtedness,  any
shares of stock of any class or any other securities or property,  or to receive
any other right; or

     (b)  there  shall  be  any  capital  reorganization  of  the  Company,  any
reclassification  or recapitalization of the capital stock of the Company or any
consolidation  or merger of the  Company  with,  or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company  to,  another  corporation;  or  (c)  there  shall  be  a  voluntary  or
involuntary dissolution, liquidation or winding up of the Company;

     then,  in any one or more of such cases,  the Company  shall give to Holder
(i) at least 30 days'  prior  written  notice of the date on which a record date
shall be selected for such dividend,  distribution  or right or for  determining
rights to vote in respect of any such reorganization,  reclassification, merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up, and (ii) in the case of any such reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up, at least 30 days' prior written  notice of the date when the same shall take
place.  Such notice in accordance  with the foregoing  clause also shall specify
(i) the date on which any such  record is to be taken  for the  purpose  of such
dividend,  distribution or right,  the date on which the holders of Common Stock
shall be entitled to any such dividend,  distribution  or right,  and the amount
and  character  thereof,  and (ii) the  date on which  any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property  deliverable  upon  such  reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up. Each such written notice shall be sufficiently  given if addressed to Holder
at the  last  address  of  Holder  appearing  on the  books of the  Company  and
delivered in accordance with Section 16.2.


     6. No Impairment

     The  Company  shall  not  by any  action,  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  any  reorganization,
transfer  of assets,  consolidation,  merger,  dissolution,  issuance or sale of
securities or other voluntary  action,  avoid or seek to avoid the observance or
performance  of any of the terms of this Warrant,  but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
actions as may be  necessary  or  appropriate  to  protect  the rights of Holder
against  impairment.  Without  limiting the  generality  of the  foregoing,  the
Company  will (a) take all such action as may be  necessary  or  appropriate  in
order  that  the  Company   may  validly  and  legally   issue  fully  paid  and
nonassessable  shares of Common Stock upon the exercise of this Warrant, and (b)
use its best efforts to obtain all such  authorizations,  exemptions or consents
from any public regulatory body having jurisdiction  thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

     Upon the request of Holder,  the Company will at any time during the period
this Warrant is outstanding  acknowledge  in writing,  in form  satisfactory  to
Holder,  the  continuing  validity of this  Warrant and the  obligations  of the
Company hereunder.


     7. Reservation and Authorization of Common Stock

     From and after the Closing Date, the Company shall at all times reserve and
keep  available  for issuance  upon the exercise of Warrants  such number of its
authorized  but unissued  shares of Common Stock as will be sufficient to permit
the  exercise in full of all  outstanding  Warrants.  All shares of Common Stock
which shall be so issuable, when issued upon exercise of any Warrant and payment
therefor in accordance with the terms of such Warrant, shall be duly and validly
issued and fully paid and nonassessable and not subject to preemptive rights.

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            Before taking any action which would result in an adjustment in the
number of shares of Common Stock for which this Warrant is exercisable, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.


     8. Taking of Record; Stock and Warrant Transfer Books

     The Company will not at any time, except upon  dissolution,  liquidation or
winding up of the Company,  close its stock transfer  books or Warrant  transfer
books so as to result in  preventing or delaying the exercise or transfer of any
Warrant.


     9. Restrictions on Transferability

     The Warrants and the Warrant Stock shall not be  transferred,  hypothecated
or assigned before  satisfaction of the conditions  specified in this Section 9,
which  conditions are intended to ensure  compliance  with the provisions of the
Securities Act with respect to the Transfer of any Warrant or any Warrant Stock.
Holder,  by acceptance of this Warrant,  agrees to be bound by the provisions of
this Section 9.

     9.1 Restrictive Legend

     (a) Holder,  by accepting  this  Warrant and any Warrant  Stock agrees that
this Warrant and the Warrant  Stock  issuable  upon  exercise  hereof may not be
assigned or otherwise  transferred unless and until (i) the Company has received
an opinion of counsel for Holder that such securities may be sold pursuant to an
exemption  from  registration  under the  Securities  Act or (ii) a registration
statement relating to such securities has been filed by the Company and declared
effective by the Commission.

     Each  certificate for Warrant Stock issuable  hereunder shall bear a legend
as  follows  until  such  securities  have been sold  pursuant  to an  effective
registration statement under the Securities Act:

     "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
     1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR THE  SECURITIES  LAWS OF ANY
     STATE,  AND ARE BEING  OFFERED AND SOLD  PURSUANT TO AN EXEMPTION  FROM THE
     REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT AND  SUCH  LAWS.  THESE
     SECURITIES MAY NOT BE SOLD OR TRANSFERRED  EXCEPT  PURSUANT TO AN EFFECTIVE
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
     EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT OR SUCH
     OTHER LAWS."

     (b) Except as otherwise  provided in this  Section 9, the Warrant  shall be
stamped or otherwise  imprinted  with a legend in  substantially  the  following
form:

     "THIS COMMON STOCK PURCHASE WARRANT AND THE SECURITIES  REPRESENTED  HEREBY
     HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND
     MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND  REGULATIONS
     THEREUNDER OR THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT."



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     9.2 Notice of Proposed Transfers

     Prior to any Transfer or  attempted  Transfer of any Warrants or any shares
of Restricted Common Stock, the Holder shall give ten days' prior written notice
(a  "Transfer  Notice")  to the  Company of  Holder's  intention  to effect such
Transfer,  describing the manner and circumstances of the proposed Transfer, and
obtain  from  counsel  to Holder  who shall be  reasonably  satisfactory  to the
Company,  an  opinion  that  the  proposed  Transfer  of such  Warrants  or such
Restricted  Common  Stock  may  be  effected  without   registration  under  the
Securities  Act. After receipt of the Transfer  Notice and opinion,  the Company
shall, within five days thereof, notify the Holder as to whether such opinion is
reasonably  satisfactory  and, if so, such holder shall thereupon be entitled to
Transfer such Warrants or such  Restricted  Common Stock, in accordance with the
terms of the Transfer Notice.  Each certificate,  if any, evidencing such shares
of Restricted  Common Stock issued upon such Transfer shall bear the restrictive
legend set forth in Section  9.1(a),  and the Warrant  issued upon such Transfer
shall bear the  restrictive  legend set forth in Section  9.1(b),  unless in the
opinion  of such  counsel  such  legend  is not  required  in  order  to  ensure
compliance  with the  Securities  Act.  Holder shall not be entitled to Transfer
such Warrants or such  Restricted  Common Stock until receipt of notice from the
Company under this Section 9.2 that such opinion is reasonably satisfactory.

     9.3 Registration of Common Stock Shares.

     From and after  the first  public  sale of shares of the  Company's  Common
Stock pursuant to an effective  registration statement under the Securities Act,
after the expiration of any applicable  underwriter  lock-up period,  the Holder
shall have the right to have the Warrant Stock  registered  for resale on a Form
S-3  Registration  Statement in the event the Company is eligible to file a Form
S-3 (or any successor form).

     9.4 Termination of Restrictions

     Notwithstanding  the foregoing  provisions  of Section 9, the  restrictions
imposed by this Section upon the  transferability  of the Warrant  Stock and the
Restricted  Common  Stock  and the  legend  requirements  of  Section  9.1 shall
terminate as to any particular share of Warrant Stock or Restricted Common Stock
(i) when and so long as such  security  shall have been  effectively  registered
under the  Securities  Act and  disposed  of  pursuant  thereto or (ii) when the
Company shall have received an opinion of counsel reasonably  satisfactory to it
that such  shares may be  transferred  without  registration  thereof  under the
Securities Act.

     Whenever the restrictions imposed by this Section shall terminate as to any
share of Restricted  Common Stock, as hereinabove  provided,  the holder thereof
shall be entitled to receive from the Company,  at the Company's  expense, a new
certificate  representing  such Common Stock not bearing the restrictive  legend
set forth in Section 9.1(a).

     10. PREEMPTIVE PURCHASE RIGHTS

     If at any time the  Company  grants,  issues or sells any  shares of Common
Stock or other securities or any options, warrants, or rights to purchase shares
of Common Stock,  warrants,  securities or other property pro rata to the record
holders of the Common Stock (the "Subscription Rights"), then the Holder of this
Warrant  shall  be  entitled  to  acquire,  upon  the  terms  applicable  to the
Subscription  Rights,  the total number of  Subscription  Rights that the Holder
would have acquired if the Holder had exercised this Warrant  immediately before
the record date for the grant,  issuance or sale of the Subscription  Rights, or
if no record  date is  determined,  the date as of which the  record  holders of
Shares entitled to receive the Subscription Rights were determined.

     11. Supplying Information

     The Company shall  cooperate with Holder in supplying  such  information as
may be  reasonably  necessary  for Holder to complete  and file any  information
reporting forms presently or hereafter required by the Commission as a condition
to the  availability of an exemption from the Securities Act for the sale of any
Warrant or Restricted Common Stock.

     12. Loss or Mutilation

     Upon receipt by the Company from Holder of evidence reasonably satisfactory
to it of the ownership of and the loss, theft, destruction or mutilation of this
Warrant and indemnity  reasonably  satisfactory to it (it being  understood that
the written agreement of the Holder shall be sufficient indemnity),  and in case
of mutilation upon surrender and cancellation  hereof,  the Company will execute
and deliver in lieu hereof a new Warrant of like tenor to Holder;  provided,  in
the case of  mutilation  no  indemnity  shall be  required  if this  Warrant  in
identifiable form is surrendered to the Company for cancellation.

                                     - 80 -
<PAGE>
     13. Office of the Company

     As  long as any of the  Warrants  remain  outstanding,  the  Company  shall
maintain an office or agency  (which may be the principal  executive  offices of
the Company) where the Warrants may be presented for exercise,  registration  of
transfer, division or combination as provided in this Warrant.

     14. Limitation of Liability

     No  provision  hereof,  in the absence of  affirmative  action by Holder to
purchase  shares of Common  Stock,  and no  enumeration  herein of the rights or
privileges of Holder hereof,  shall give rise to any liability of Holder for the
purchase price of any Common Stock or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.

     15. RIGHTS OF CO-SALE

     (a) If at any time any stockholder of the Company who owns shares of Common
Stock constituting 10% or more of the Company's ownership interests (computed on
a  fully  diluted  basis)  (a  "Significant  Shareholder")  proposes  to sell or
otherwise transfer any shares of Common Stock to any person (a "Transfer"),  and
the  shares  of  Common  Stock  that  are to be  sold or  otherwise  transferred
constitute  10% or more of the Company's  total  ownership  (computed on a fully
diluted basis), the Significant Shareholder proposing the Transfer shall, before
the Transfer,  deliver  written notice of the Transfer (a "Transfer  Notice") to
the Holder.  The Transfer  Notice shall state that the  Significant  Shareholder
proposes  to  Transfer  Shares,  specify  the  number of shares of Common  Stock
subject to the proposed Transfer, and state the terms (including purchase price)
of the proposed Transfer.

     (b) The  Significant  Shareholder  shall  give the Holder the right to sell
Warrant Stock,  on a proportional  basis,  in the  transaction  described in the
Transfer Notice on the same terms and conditions as the Significant Shareholder,
and the  Significant  Shareholder  shall take all steps necessary to include the
shares of Warrant Stock in the Transfer. Within fifteen (15) days of delivery of
the Transfer Notice,  the Holder may give written notice (the "Co-Sale  Notice")
to the Significant  Shareholder of its desire to sell, on a proportional  basis,
the Holder's Warrant Stock in the transaction described in the Transfer Notice.

     (c) If the  Holder  does not  deliver a Co-Sale  Notice  in  response  to a
properly  delivered  Transfer  Notice within the 15-day period,  the Significant
Shareholder  may proceed  with the sale or other  transfer,  without any further
notice to the  Company or the Holder  pursuant  to this  Section  15;  provided,
however,  that (i) the sale or other  transfer is completed  within  ninety (90)
days on the  terms set  forth in the  Transfer  Notice,  and (ii)  Holder  shall
continue  to have the  rights set forth in this  Section  15 for all  subsequent
sales of shares of Common Stock.

     (d) The Holder  shall not be required to have  exercised  this Warrant with
respect to Warrant Stock as a condition of giving a Co-Sale  Notice with respect
to the Warrant Stock.



                                     - 81 -
<PAGE>
     (e) Notwithstanding  anything to the contrary in this Section 15, the right
of a co-sale (i) shall expire  immediately  upon a Qualified IPO, and (ii) shall
not be applicable to a Transfer to an affiliate of the Company.

     16. Miscellaneous

     16.1 Nonwaiver and Expenses

     No  course  of  dealing  or any  delay or  failure  to  exercise  any right
hereunder  on the part of Holder  shall  operate  as a waiver  of such  right or
otherwise prejudice Holder's rights, powers or remedies. If the Company fails to
make, when due, any payments provided for hereunder, or fails to comply with any
other provision of this Warrant, the Company shall pay to Holder such amounts as
shall  be  sufficient  to  cover  any  costs  and  expenses  including,  without
limitation,   reasonable   attorneys'   fees,   including   those  of  appellate
proceedings, incurred by Holder in collecting any amounts due pursuant hereto or
in otherwise enforcing any of its rights, powers or remedies hereunder.

     16.2 Notice Generally

     Except  as  may  be  otherwise   provided  herein,   any  notice  or  other
communication  or delivery  required or permitted  hereunder shall be in writing
and shall be delivered personally or sent by certified mail, postage prepaid, or
by a nationally  recognized overnight courier service, and shall be deemed given
when so delivered  personally or by overnight  courier  service,  or, if mailed,
three days after the date of deposit in the United States mails, as follows:

            (a)   if to the Company, to:

                  Behavioral Health Online, Inc.
                  200 Lake Street, Suite 102
                  Peabody, MA 01960
                  Attention:  Bruce A. Shear
                  (978) 536-2777
                  (978) 536-2677(fax)

                  with a copy to:

                  Arnold R. Westerman, Esquire
                  Arent Fox Kintner Plotkin & Kahn, PLLC
                  1050 Connecticut Avenue, NW
                  Washington, DC 20036
                  (202) 857-6243
                  (202) 857-6395 (fax)

            (b)   if to the Holder, to:
                  Heller Healthcare Finance, Inc.
                  2 Wisconsin Circle, 4th floor
                  Chevy Chase, MD  20815
                  Attention:  Steven M Curwin, Esq.
                  (301) 664-9827 (Phone)
                  (301) 664-9860 (Fax)

                  with a copy to:
                  Heller Healthcare Finance, Inc.
                  2 Wisconsin Circle, 4th Floor
                  Chevy Chase, MD  20815
                  Attention:  Brett Robinson
                  (301) 347-3137 (Phone)
                  (301) 664-9860 (fax)

                                     - 82 -
<PAGE>
                  The Company or the Holder may change the foregoing address by
                  notice given pursuant to this Section.

     16.3 Remedies

     Holder in addition to being entitled to exercise all rights granted by law,
including recovery of damages,  will be entitled to specific  performance of its
rights under Section 9 of this Warrant. The Company agrees that monetary damages
would not be adequate  compensation  for any loss incurred by reason of a breach
by it of the  provisions of Section 9 of this Warrant and hereby agrees to waive
the defense in any action for specific performance that a remedy at law would be
adequate.

     16.4 Successors and Assigns

     Subject to the  provisions  of  Sections  3.1 and 9, this  Warrant  and the
rights  evidenced  hereby  shall inure to the benefit of and be binding upon the
successors  of the  Company  and the  successors  and  assigns  of  Holder.  The
provisions  of this  Warrant  are  intended to be for the benefit of all Holders
from time to time of this Warrant and, with respect to Section 9 hereof, holders
of  Warrant  Stock,  and shall be  enforceable  by any such  Holder or holder of
Warrant Stock.

     16.5 Amendment

     This  Warrant  and all other  Warrants  may be  modified  or amended or the
provisions hereof waived with the written consent of the Company and Holder.

     16.6 Severability

     Wherever  possible,  each provision of this Warrant shall be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this Warrant shall be  prohibited  by or invalid  under  applicable
law, such provision shall only be ineffective to the extent of such  prohibition
or  invalidity,  without  invalidating  the  remainder of such  provision or the
remaining provisions of this Warrant.

     16.7 Headings

     The headings used in this Warrant are for the convenience of reference only
and shall not, for any purpose, be deemed a part of this Warrant.

     16.8 Governing Law

     This  Warrant  shall  be  governed  by  the  laws  of the  Commonwealth  of
Massachusetts, without regard to the provisions thereof relating to conflicts of
law.

                                     - 83 -
<PAGE>


<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
and its corporate  seal to be impressed  hereon and attested by its Secretary or
an Assistant Secretary.

Dated:  December 18, 2000


                                       BEHAVIORAL HEALTH ONLINE.COM, INC.




                                       By:   /s/  Bruce A. Shear
                                       Name:      Bruce A. Shear
                                       Title:     Chief Executive Officer

Attest:


                                       By:   /s/  Paula C. Wurts
                                       Name:      Paula C. Wurts
                                       Title:     Assistant Clerk




                                     - 84 -
<PAGE>
                                                                     EXHIBIT A

                                SUBSCRIPTION FORM

                 [To be executed only upon exercise of Warrant]

     The undersigned registered owner of this Warrant irrevocably exercises this
Warrant for the  purchase of  __________  shares of Common  Stock of  Behavioral
Health  Online.com,  Inc. and herewith makes payment therefor,  all at the price
and on the terms and  conditions  specified in this  Warrant and  requests  that
certificates for the shares of Common Stock hereby purchased (and any securities
or other  property  issuable  upon such  exercise)  be issued in the name of and
delivered to



whose address is



     and, if such shares of Common  Stock shall not include all of the shares of
Common Stock  issuable as provided in this  Warrant,  that a new Warrant of like
tenor and date for the balance of the shares of Common Stock issuable  hereunder
be delivered to the undersigned.




-----------------------------------    ---------------------------------------
                                                 (Name of Registered Owner)




-----------------------------------    ---------------------------------------
                                               (Signature of Registered Owner)



-----------------------------------    ---------------------------------------
                                                      (Street Address)




-----------------------------------    ---------------------------------------
                                       (City)     (State)           (Zip Code)


          Notice:  The signature on this  subscription  must correspond with the
          name  as  written  upon  the  face  of the  within  Warrant  in  every
          particular,   without   alteration  or   enlargement   or  any  change
          whatsoever.


                                     - 85 -
<PAGE>
                                                                     EXHIBIT B

                                 ASSIGNMENT FORM


     FOR VALUE RECEIVED the undersigned  registered owner of this Warrant hereby
sells,  assigns and transfers unto the Assignee named below all of the rights of
the  undersigned  under this  Warrant,  with  respect to the number of shares of
Common Stock set forth below:

                                                     No. of Shares of
Name and Address of Assignee                           Common Stock
____________________________________________________________________________



and does hereby irrevocably constitute and appoint



attorney-in-fact  to register such  transfer on the books of  Behavioral  Health
Online.com,  Inc. maintained for the purpose, with full power of substitution in
the premises.

Dated:
        ---------------------------



-----------------------------------    ---------------------------------------
                                                     (Print Name)



-----------------------------------    ---------------------------------------
                                                     (Signature)



-----------------------------------    ---------------------------------------
                                               (Print Name of Witness)



-----------------------------------    ---------------------------------------
                                                (Witness's Signature)


                    Notice:  The signature on this  assignment  must  correspond
                    with the name as written upon the face of the within Warrant
                    in every  particular,  without  alteration or enlargement or
                    any change whatsoever.



                                     - 86 -
<PAGE>