Exhibit 2.9

                                IRREVOCABLE PROXY

                         CARE MANAGEMENT RESOURCES, INC.

                                ATLANTA, GEORGIA

THIS IRREVOCABLE PROXY IS SOLICITED BY MAGELLAN HEALTH SERVICES, INC.

WHEN THIS IRREVOCABLE PROXY IS PROPERLY EXECUTED AND RETURNED, MAGELLAN HEALTH
SERVICES, INC. ("MAGELLAN") WILL VOTE AT ANY AND ALL ANNUAL, REGULAR AND SPECIAL
MEETINGS, AND IN ANY ACTIONS BY WRITTEN CONSENT OF THE SHAREHOLDERS, ALL OF THE
SHARES OF CARE MANAGEMENT RESOURCES, INC. OR ITS SUCCESSORS (THE
"CORPORATION"), AS MAGELLAN, IN ITS SOLE DISCRETION, SEES FIT.

         The undersigned shareholder of the Corporation hereby appoints
Magellan, with full power of substitution, the proxy of the undersigned
shareholder to vote as Magellan, in its sole discretion, sees fit , on behalf of
the undersigned at each and every annual meeting, regular meeting or special
meeting of the shareholders of the Corporation and/or its successor(s), and at
any adjournment thereof, or in any action by written consent of the shareholders
of the Corporation and/or its successors, provided that such meetings or actions
by written consent are held or executed, as applicable, no later than November
1, 1998 ( the period from the date hereof through November 1, 1998 referred to
herein as the "Term").

THIS PROXY IS IRREVOCABLE DURING THE TERM HEREOF. In accordance with Section
607.0722(5) of the Florida Business Corporation Act, this Proxy is irrevocable
and is coupled with an interest by virtue of the Option Agreement between
Magellan and the undersigned shareholder dated as of the date hereof. This proxy
shall not be assigned by Magellan to any third party other than a subsidiary of
which Magellan has majority control.

IN WITNESS WHEREOF, the undersigned shareholder has caused this Proxy to be
executed on this 4th day of December, 1997.


                                     /s/ Paul G. Shoffeitt
                                     -------------------------------------
                                     Shareholder's name: Paul G. Shoffeitt