Exhibit 10(w)

PLAN OBJECTIVES

The primary objective of the Green Spring annual incentive program is to foster
our overall compensation philosophy of paying for performance.  The Plan helps
prioritize and focus employees' efforts on the accomplishment of various goals
established through the annual planning and budget process.  This is achieved
by linking a significant element of variable cash compensation to the
accomplishment of these specified goals.

While base salaries are targeted to be merely at 50% of market, at targeted
performance levels, the Plan provides incentive compensative opportunities
which, in combination with base salary, will yield total annual compensation
that is very competitive..

ELIGIBILITY CRITERIA

All regular non-clinical employees, except commissioned sales, Maryland
clinical and temporary employees are eligible.  While employees will be
immediately eligible upon employment, it will be up to senior management to
determine whether employees hired after June 30th have contributed enough to
merit an annual incentive.

In order to receive an incentive award, an employee must be employed by the
company at the time of pay out. The one exception to this is an employee who is
separated from employment due to the eliminated of his/her position and had
worked at least nine months during the calendar year for which incentives are
being paid.

PERFORMANCE GOALS

Incentive award pay outs will be tied to the accomplishment of goals and
objectives.  These goals will be established and communicated to employees at
the beginning of each year.  Each goal should be weighted according to its
relative importance and priority, and the degree to which the employee can
influence its accomplishment.  Each goal will have performance standards tied
to target (100%) and maximum (150%) award levels.

FUNDING

Funds for the pay-out of incentives shall be accrued for each unit based upon
financial performance.  The national pool shall be established based upon
National's financial results [Earning Before Taxes - EBT] versus target. 
Individual state pools shall be established based 50% upon their financial
performance versus targeted contribution margin and 50% based upon National's
financial results [Earnings Before Taxes - EBT] versus target. The rate the
pools shall increase will be 2% for every 1% above target.  The funding pools
may grow up to 150% of target.  No funding will be established unless at least
80% of the goal is met (threshold funding).


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TARGET INCENTIVE LEVELS

The following are the target incentive levels assuming target performance and
target funding:

GRADE              PERCENTAGE

1-9                2%
11-16              3%
17                 8%
18                 10%
19                 12%
20-22              15%
23-29              25%
24*-25*            10%
30+                30%


*Medical Directors and Psychiatrists. 

The amounts are established as a percentage of midpoint for the grade and not
the employee's actual salary.  Individual pay outs may increase by 50% based
upon performance versus established goals (see Performance Goals) and increase
by 50% again based upon financial results (see Funding).

PLAN ADMINISTRATION, MODIFICATION AND ADJUSTMENT 

The Plan will be administered by Green Spring's CEO and Board of Directors. 
The CEO and Board will approve award levels for Plan participants, as
recommended by managers, and be responsible for changes in plan design,
participation, and other aspects of Plan administration.

OTHER CONDITIONS

This Plan and the applicable Incentive Schedules do not constitute either an
express or implied contract of employment.

At their discretion, the CEO and Board reserves the right to amend, change,
interpret, replace and/or terminate this Plan and the individual incentive
opportunities at any time.



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