Exhibit 10.45

                     [Pioneer Behavioral Health Letterhead]



                                  June 26, 2001


Heller Healthcare Finance, Inc.
f/k/a HCFP Funding, Inc.
2 Wisconsin Circle, 4th Floor
Chevy Chase, Maryland 20815
Attention:  David Moore, Senior Vice President

Dear Mr. Moore:

     Reference is made to that certain  Loan and Security  Agreement  originally
dated as of February 18, 1998 by and among the Borrowers  identified therein and
Heller  Healthcare  Finance,  Inc.  f/k/a  HCFP  Funding,  Inc.,  as Lender  (as
previously  amended,  as amended  hereby and as otherwise  amended,  modified or
supplemented  from time to time, the "Loan  Agreement").  All capitalized  terms
used but not  defined in this letter  shall have the  meaning  given them in the
Loan Agreement.

     We are writing to request  that  Lender  agree to lend,  and Lender  hereby
agrees to make, to Borrower a Revolving  Credit Loan in the form of an "overline
advance" (i.e., an advance that exceeds the Borrowing Base). We acknowledge that
the Lender has agreed to provide such  overline  advance,  provided the Borrower
agree to the terms and  conditions set forth herein.  Accordingly,  the Borrower
and Lender hereby agree as follows:

     1. The  aggregate  amount of the  overline  advance  shall not exceed  Four
Hundred Thousand and No/100 Dollars  ($400,000.00)  (the "Overline  Loan").  The
Overline  Loan shall bear  interest  at the Base Rate as  specified  in the Loan
Agreement.

     2. Except as expressly modified by the terms of this letter agreement,  the
Overline Loan will be treated for all purposes as a Revolving  Credit Loan under
the Loan  Agreement,  and all  principal,  interest,  fees and  other  costs and
expenses  relating to the Overline Loan (the  "Overline  Obligations")  shall be
treated as additional  Obligations  under the Loan  Agreement and the other Loan
Documents.  The Maximum  Loan  Amount  shall be  inclusive  of, and shall not be
deemed to be increased by, the Overline Obligations.

     3. The  Overline  Loan shall be repaid in full by  Borrower  making  weekly
installment  payments of principal to Lender,  each of which  payments  shall be
equal to $25,000 and which payments shall commence on July 13, 2001 and continue
to be made on a weekly  basis  thereafter  until the  earlier of (a) the date on
which the aggregate principal amount of the Overline Loan and all other Overline
Obligations  have been repaid in full by Borrower and (b)  November 2, 2001,  on
which  date,  unless  earlier  repaid,  the  aggregate  principal  amount of the
Overline Loan and all other Overline  Obligations  shall be due and payable (the
"Maturity Date").

     4. In  consideration  for Lender's  agreement to make the Overline  Loan to
Borrower, Borrower hereby agrees to pay to Lender an overline fee (the "Overline
Fee") equal to one percent  (10%) of the amount of the  Overline  Loan  actually
advanced by Lender hereunder,  provided that the Overline Fee shall in any event
be not less than  $30,000.  The Overline  Fee shall  constitute a portion of the
Obligations  evidenced  and secured by the Loan  Documents  and shall be due and
payable  promptly  following  demand  therefor  by Lender.  To the  extent  that
Borrower shall not have paid the Overline Fee promptly following demand therefor
by Lender,  the Overline  Borrower shall be deemed to have authorized and hereby
does  authorize  Lender  to deduct  the  amount  of such  Overline  Fee from the
proceeds  of the any  subsequent  Revolving  Credit  Loan(s)  made by  Lender to
Borrower under the Loan Agreement.

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     5.  Any  breach  by  Borrower  of any  of the  provisions  of  this  letter
agreement,  including  but not  limited to any  failure of Borrower to repay the
Overline Obligations on or before the Maturity Date as required hereunder, shall
constitute an immediate and automatic  Event of Default under the Loan Agreement
without further action or notice by Lender. Upon the occurrence of such an Event
of Default,  and in addition to the other rights to which Lender may be entitled
under the Loan  Agreement,  or at law or in equity,  upon such  failure,  Lender
shall be entitled to apply  amounts  transferred  to the  Concentration  Account
pursuant to Section 2.3 of the Loan  Agreement  in  satisfaction  of  Borrower's
obligations with respect to the Overline Loan and the Overline Obligations.

     6. Except as specifically  modified  hereby,  the Loan  Agreement,  and all
other Loan  Documents,  shall  remain in full force and  effect,  and are hereby
ratified and confirmed.

     7. The execution, delivery and effectiveness of this letter agreement shall
not,  except as  expressly  provided  herein,  operate as a waiver of any right,
power or remedy of Lender,  nor constitute a waiver of any provision of the Loan
Agreement,  or any other  documents,  instruments  and  agreements  executed  or
delivered in connection therewith,  nor shall it be construed as a waiver of any
other Event of Default, whether now existing of hereafter arising. Lender hereby
reserves all of its rights and remedies  under the Loan Documents and applicable
law.

     8. This letter  agreement  shall be governed by and construed in accordance
with  the  laws  of the  State  of  Maryland  without  regard  to any  otherwise
applicable conflicts of law provisions thereof.

     9. This letter  agreement  may be executed in  counterparts,  each of which
shall be deemed to be an original and all of which together shall constitute one
and the same instrument.

     10. By execution and delivery of this letter agreement, the Borrower agrees
to be legally bound by the provisions hereof.

                              Very truly yours,

                              PHC of Michigan, Inc., PHC of Utah, Inc. and
                              Pioneer Counseling of Virginia, Inc.,, each a
                              Massachusetts corporation


                              By:  /s/  Paula C. Wurts
                              Name:     Paula C. Wurts
                              Title:    Chief Financial Officer


ACKNOWLEDGED AND AGREED TO
AS OF THE 27 DAY OF JUNE, 2001:

                              HELLER HEALTHCARE FINANCE, INC.
                              f/k/a HCFP FUNDING, INC.
                              a Delaware corporation

                              By:  /s/  Brett Robinson
                              Name:     Brett Robinson
                              Title:    Vice President





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