SECOND AMENDMENT TO
                     REAL ESTATE PURCHASE AND SALE AGREEMENT


         THIS SECOND  AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this
"Second  Amendment")  is made as of the 29th day of May,  1997,  by and  between
MAGELLAN  HEALTH  SERVICES,  INC.,  a Delaware  corporation  ("Magellan"  or the
"Seller"),  and CRESCENT REAL ESTATE EQUITIES  LIMITED  PARTNERSHIP,  a Delaware
limited partnership (the "Purchaser").

                                 R E C I T A L S

         A. The parties  entered into that certain Real Estate Purchase and Sale
Agreement  dated as of January  29,  1997 (the  "Agreement")  and  amended as of
February  28,  1997 (the  "First  Amendment").  Capitalized  terms  used but not
defined  herein have the meanings  ascribed to them in the  Agreement  and First
Amendment.

         B. The parties desire to enter into this Second Amendment to evidence 
their agreement to certain changes to the Agreement, as hereinafter set forth.

         NOW  THEREFORE,  in  consideration  of the mutual  covenants  set forth
herein, the parties hereby agree as follows:

                           Exhibit B, as  attached to the  Agreement,  is hereby
                           amended to delete from entry  number five hundred and
                           fifty-eight  (558) the  Laurel  Brook/Charter  Laurel
                           Heights  Behavioral  Health  Systems,  Inc.  Facility
                           located  at  3920  North  Peachford  Road,   Atlanta,
                           Georgia,  30341.  Pursuant to this Second  Amendment,
                           such Facility  shall no longer be a part of Exhibit B
                           or entry number 558 contained therein.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered this 29th day of May, 1997.


                                        MAGELLAN HEALTH SERVICES, INC.,
                                        a Deleware Corporation

                                        By:\s\ Linton C. Newlin
                                           --------------------------------
                                       
                                        Title: Vice President and Secretary
                                               ----------------------------
                    


                                      




                                 CRESCENT REAL ESTATE EQUITIES
                                 LIMITED PARTNERSHIP, a Delaware
                                 limited partnership

                                 By:      Crescent Real Estate
Equities,                                 Ltd., A Delaware
                                          corporation, its sole general
                                          partner

                                          By: \s\ David M. Dean
                                              ------------------------------
                                          Title: Senior Vice President, Law
                                                 ---------------------------


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