September 19, 1994

Henry T. Harbin, M.D.
Chief Executive Officer
President
Green Spring Health Services
5565 Sterrett Place
Suite 500
Columbia, Maryland 21044

Dear Henry:

In a letter,  dated November 9, 1993,  the Board of Directors  agreed to provide
you with certain  guaranteed  termination and retirement  benefits  (hereinafter
referred to as the  "Original  Agreement").  The Original  Agreement was entered
into in consideration of (i) your past contribution to the Company and the value
created by your efforts,  (ii) the desire of the Board of Directors to encourage
continued  employment  with the  Company  until your  retirement,  and (iii) the
expected contribution that you will make to the profitability of the Company. At
the time of the Original Agreement you were employed by the Company as its Chief
Operating  Officer and Executive Vice President.  Since the date of the Original
Agreement,  you  have  assumed  the  responsibilities  of  the  Company's  Chief
Executive Officer and President position.

In consideration of the enhanced  responsibilities of the new role, the Board of
Directors  has  directed me to amend  paragraph 2 of the  Original  Agreement to
provide for additional compensation in the event of termination or retirement as
defined by the Original  Agreement.  Paragraph 2 of the Original Agreement shall
now provide as follows:

         2.       The amount of the payment shall be:

                  a.       $1,500,000 if the average Earnings Before Interest 
                           and Taxes (EBIT as defined below) over your 
                           employment period exceeds 10 percent of Shareowners'
                           Investment, as defined below.

                  b.       $1,000,000 if the average EBIT over your employment 
                           period is 10 percent or less of Shareowners' 
                           Investment.

         In each of the above cases,  the amount of the payment shall be reduced
         by any payments to you, as determined  from the date of this  Agreement
         until your  employment  termination or retirement,  from amounts earned
         under the grant of PARs, or other long-term incentive payments, for any
         plan approved by the Board of Directors.





All other  provisions of the Original  Agreement  shall remain in full force and
effect. I thank you for your continuing efforts in the Company's success.

Sincerely,

/s/ Neil Hollander

Neil Hollander
Chairman of the Board