AMENDMENT TO EMPLOYMENT AGREEMENT OF KENNETH A. KESSLER

                                                              EXHIBIT 10.2.1

                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                                       OF
                               XXXXXXX X. XXXXXXX


            THIS AGREEMENT, effective as of the 26th day of September, 1997,
is made by and between American Psych Systems, Inc., a Delaware corporation
("APS"), and Xxxxxxx X. Xxxxxxx, M.D. (the "Employee").

                                   WITNESSETH:

            WHEREAS, the Employee and APS are parties to an Employment Agreement
dated April 3, 1995 (the "Agreement");

            WHEREAS, APS desires to offer and sell to certain investors (the
"Investors") up to $8,400,000 principal amount of senior secured promissory
notes (the "Notes"), due in three years, that would bear interest at a rate of
15% per year;

            WHEREAS, the Investors are requiring, as a condition of purchasing
the Notes, that Employee extend the term of the Agreement to the earlier of (i)
November 30, 2000 or (ii) the date upon which the Notes are repaid in full (but
in not event shall the Agreement terminate earlier than March 31, 1999); and

            WHEREAS, the parties hereto desire to set forth their agreement
concerning the extension of the termination date of the Agreement.

            NOW, THEREFORE, in consideration of the foregoing, for the mutual
promises and covenants hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, mutually agree and covenant as follows:

      1.    AMENDMENT TO TERM OF EMPLOYMENT AGREEMENT

      Section 1.02 of the Agreement shall be deleted in its entirety and the
following shall be inserted in lieu thereof:

            1.02  TERM. The term of Employment hereunder shall commence as of
April 3, 1995, and shall continue through the earlier of (i) November 30, 2000
or (ii) such time as the Notes are paid in full (but in not event earlier than
March 31, 1999).






      2.    EFFECT OF AMENDMENT

      Except for the amendment to the Agreement set froth in paragraph 1 above,
all of the terms and conditions of the Agreement remain unmodified and in full
force and effect.

      IN WITNESS WHEREOF, APS has caused its duly authorized officer to execute
and acknowledge this Agreement and Employee has set his hand and seal, all on
the day and year first above written.

                              AMERICAN PSYCH SYSTEMS, INC.



                        By:   /s/ Xxxx Xxxxxxx
                              ---------------------------------
                              Xxxx X. Xxxxxxx, Vice President



                              EMPLOYEE


                              /s/ Xxxxxxx Xxxxxxx
                              ---------------------------------
                              Xxxxxxx X. Xxxxxxx



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