COMPREHENSIVE CARE CORP, 10-K/A, 1995-05-24

COMPREHENSIVE CARE CORP
10-K/A, 1995-05-24
HOSPITALS

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended May 31, 1994 or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to __________
Commission file number 0-5751

COMPREHENSIVE CARE CORPORATION
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C>
Delaware 95-2594724
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

16305 Swingley Ridge Drive
Suite 100
Chesterfield, Missouri 63017
(Address of principal executive offices) (Zip Code)
</TABLE>

Registrant's telephone number, including area code (314) 537-1288

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<S> <C>
Name of each exchange on
Title of each class which registered
------------------- ---------------------------

Common Stock, Par Value $.10 per share New York Stock Exchange, Inc.
Common Share Purchase Rights New York Stock Exchange, Inc.

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

7 1/2% Convertible Subordinated Debentures due 2010
(Title of Class) Over-the-Counter
</TABLE>

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

The aggregate market value of voting stock held by non-affiliates of the
Registrant at August 22, 1994, was $14,839,164.

At August 25, 1994, the Registrant had 21,986,916 shares of Common Stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference from the Registrant's
definitive proxy statement for the Registrant's 1994 annual meeting of
shareholders presently scheduled to be held on November 14, 1994, which Proxy
Statement will be filed no later than 120 days after the close of the
Registrant's fiscal year ended May 31, 1994.

1
<PAGE> 2
PART I

ITEM 1. BUSINESS.

Comprehensive Care Corporation (the "Company") is a Delaware
corporation organized in January 1969. The Company is transitioning from
predominantly a provider of treatment programs for psychiatric disorders and
chemical dependency (including alcohol and drug) to a managed care behavioral
health care company providing a continuum of services. Such services include
risk based contract capitation of behavioral health expenses for specific
populations and a broad spectrum of inpatient and outpatient mental health and
substance abuse therapy and counseling. Programs are provided at freestanding
facilities operated by the Company and at independent general hospitals under
contracts with the Company. A wholly-owned subsidiary, CareUnit, Inc.,
develops, markets and manages the Company's contract programs. During fiscal
1994, psychiatric and chemical dependency treatment programs accounted for
approximately 86% of the Company's operating revenues. AccessCare, Inc.
("AccessCare") a wholly-owned subsidiary primarily engaged in the development
and delivery of managed care services for behavioral medicine, accounted for
approximately 10% of the Company's operating revenues. The remaining 4% of
fiscal 1994 revenues were derived from other activities.

The following table sets forth for each of the years in the five-year
period ended May 31, 1994, the contribution to operating revenues of the
Company's freestanding operations, CareUnit, Inc. contracts, AccessCare
operations, RehabCare programs, and other activities.

<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
----------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Freestanding operations . . . . . . . . 70% 81% 75% 34% 53%
CareUnit, Inc. contracts . . . . . . . 16 12 14 14 19
AccessCare operations . . . . . . . . . 10 2 --- --- ---
RehabCare programs (1) . . . . . . . . --- --- 6 47 23
Other activities . . . . . . . . . . . 4 5 5 5 5
--- --- --- --- ---
100% 100% 100% 100% 100%
=== === === === ===
</TABLE>

________________________________
(1) The Company formerly owned a company known as RehabCare Corporation
("RehabCare"), which developed, marketed and managed the delivery of
comprehensive medical rehabilitation services for functionally
disabled persons. The Company offered RehabCare common stock to the
public in fiscal 1992, maintaining a minority interest, and during
fiscal 1993, sold its remaining 48% stake in RehabCare. Accordingly,
revenues from RehabCare were not material to the Company during fiscal
1993.

2
<PAGE> 3
FREESTANDING OPERATIONS

The Company currently operates six owned or leased facilities representing 347
available beds. The following table sets forth selected operating data
regarding the Company's freestanding facilities. Facilities are designated
either psychiatric or chemical dependency based on the license of the facility
and the predominant treatment provided. For information concerning the nature
of the Company's interest in the facilities, see Item 2, "PROPERTIES".

<TABLE>
<CAPTION>
YEAR LICENSED INPATIENT DAYS FOR YEAR ENDED MAY 31,
-------------------------------------
ACQUIRED(1) BEDS 1994 1993 1992 1991 1990
----------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
PSYCHIATRIC/CHEMICAL DEPENDENCY FACILITIES
CareUnit Hospital of Fort Worth . . . 1971 83 9,027 10,910 13,534 10,591 15,612
CareUnit Hospital of Kirkland . . . . 1981 83 5,699 6,506 9,478 9,682 12,812
CareUnit Hospital of Cincinnati . . . 1982 128 12,133 12,243 12,744 12,131 20,608
Starting Point, Orange County . . . . 1983 70 2,422 3,487 7,046 10,349 12,818
CareUnit of Grand Rapids . . . . . . . 1985 76 6,545 6,348 6,221 7,662 10,190
Aurora Behavioral Health Hospital (2) 1988 100 2,859 7,237 22,070 8,730 11,709
CLOSED/FACILITIES HELD FOR SALE
CareUnit of Jacksonville Beach (3) . . 1982 --- --- --- 5,026 6,119 12,430
Starting Point, Oak Avenue (4)(5) . . 1983 --- --- 8,868 11,988 14,639 21,155
CareUnit of Orlando (6) . . . . . . . 1987 --- --- --- -- 1,492 7,486
CareUnit of San Diego (7) . . . . . . 1988 --- --- -- -- -- 2,972
CLOSED/SOLD FACILITIES
Crossroads Hospital (8) . . . . . . . --- --- --- 1,705 5,078 6,747
CareUnit Hospital of Albuquerque (4)(9) --- --- 4,150 4,098 4,522 7,215
CareUnit of Coral Springs (4)(10) . . --- --- 3,539 7,617 9,611 13,293
CareUnit Hospital of Nevada (11) . . . --- --- 6,920 7,881 8,632 11,644
CareUnit of South Florida/Tampa (4)(10) --- --- 6,891 6,761 6,957 7,813
Newport Point, Inc. (12) . . . . . . . --- --- 4,669 --- --- ---
Woodview-Calabasas Hospital (8) . . . --- --- --- 7,913 13,809 14,318
Other (13) . . . . . . . . . . . . . . --- --- --- 6,089 53,402
-------- -------- --------- -------- -------
Patient days served during period . . 38,685 81,768 124,082 136,093 242,224
====== ====== ======= ======= =======

Admissions . . . . . . . . . . . . . . . 3,916 7,047 8,859 9,312 14,388
Available beds at end of period (14) . . 347 385 748 1,059 1,513
Average occupancy rate for period (15) . 30% 28% 38% 29% 39%
------------------------------- == == == == ==
</TABLE>
(1) Calendar year acquired or leased.
(2) Formerly known as CareUnit of Colorado.
(3) In February 1992, CareUnit of Jacksonville Beach, an 84-bed chemical
dependency facility, was closed. This facility is currently for sale.
(4) In March 1993, CareUnit Hospital of Albuquerque, a seventy-bed chemical
dependency facility, CareUnit of Coral Springs, a 100-bed chemical
dependency facility, CareUnit of South Florida/Tampa, a 100-bed chemical
dependency facility and Starting Point, Oak Avenue, a 136-bed chemical
dependency facility were closed.
(5) Includes Starting Point, Grand Avenue which was sold in July 1991.
(6) In October 1990, CareUnit of Orlando, a 100-bed chemical dependency
facility, was closed. This facility is currently for sale.
(7) In December 1989, CareUnit of San Diego, a 92-bed chemical dependency
facility, was closed. This facility is currently for sale.
(8) The Company is currently in negotiations to dissolve, retroactive to
December 31, 1991, the joint venture which leased Crossroads Hospital and
Woodview-Calabasas Hospital. Crossroads Hospital continued to be managed
by the Company although in August 1992 it was closed and was subleased
through the term of the lease which expired in September 1993.
Woodview-Calabasas continues to be managed by the Company's joint venture
partner although it was closed in April 1993.
(9) On July 1, 1993, CareUnit Hospital of Albuquerque was sold.
(10) On October 1, 1993, CareUnit of So. Florida/Tampa was sold and on December
10, 1993, CareUnit of Coral Springs was sold.
(11) On April 5, 1993, CareUnit Hospital of Nevada, a 50-bed psychiatric
facility, was sold.
(12) Joint operating agreement between Century Healthcare of California and
Starting Point, Inc. to manage Newport Harbor Psychiatric
Hospital, a 68-bed adolescent psychiatric hospital and Starting Point,
Orange County, a 70-bed psychiatric facility. This agreement was mutually
dissolved on February 28, 1993.
(13) Includes Brea Hospital Neuropsychiatric Center, CareUnit Hospital of
Orange, CareUnit Hospital of St. Louis, CareUnit of DuPage, Sutter Center
for Psychiatry and Golden Valley Health Center. These facilities were
closed or sold in fiscal 1989 through 1991.
(14) A facility may have appropriate licensure for more beds than are in use
for a number of reasons, including lack of demand, anticipation of future
need, renovation and practical limitations in assigning patients to
multiple-bed rooms. Available beds is defined as the number of beds which
are available for use at any given time.

3
<PAGE> 4
(15) Average occupancy rate is calculated by dividing total patient days by the
average number of available bed-days during the relevant period.

FREESTANDING FACILITY PROGRAMS

The services offered at a freestanding facility are determined by the
licensure of the facility, the needs of the patient community and reimbursement
considerations including working relationships with managed care companies. A
program within the facility represents a separately staffed unit dedicated to
the treatment of patients whose primary diagnosis suggests that their treatment
needs will best be met within the unit. Patients whose diagnosis suggests the
need for supplemental services are accommodated throughout their stay as
dictated by the individual treatment plan developed for each patient.

Psychiatric. Psychiatric programs are offered in most of the Company's
freestanding facilities. Admission to the programs offered by the Company is
typically voluntary although certain facilities provide emergency psychiatric
services and accept involuntary patients who are suffering an acute episodic
psychiatric incident.

Each patient admitted to a psychiatric program undergoes a complete
assessment including an initial evaluation by a psychiatrist, a medical
history, physical examination, a laboratory work-up, a nursing assessment, a
psychological evaluation, and social and family assessments. The assessments
are utilized to develop an individualized treatment plan for each patient.

The treatment programs are undertaken by an interdisciplinary team of
professionals experienced in the treatment of psychiatric problems. Length of
stay varies in accordance with the severity of the patient's condition. A
comprehensive discharge plan which may include outpatient psychiatric or
psychological treatment, or referral to an alternate treatment facility is
prepared for each patient. Psychiatric programs are also available on an
inpatient, day treatment and outpatient basis and form a continuum of care.

Chemical Dependency. Chemical dependency programs, offered in all
freestanding facilities, are delivered under the names CareUnit(SM), Starting
Point and Aurora Behavioral Health and include programs for adults and
adolescents. Facilities offer a comprehensive treatment program based on
therapy and education. The medically based programs utilize a team approach to
treatment, with a supervising physician, psychologists, counselors, therapists
and specially trained nurses. This multi-disciplinary team approach means that
the medical, emotional, psychological, social and physical needs of the patient
are all addressed in treatment.

Facilities offer levels of care that can form a continuum, including
detoxification, inpatient, residential, day treatment and outpatient programs
which meet the evolving needs of patients and their families. Based on an
initial assessment, each patient is placed into the level of care that is most
appropriate for his or her needs. Following assessment, each patient admitted
into treatment receives a full medical and social history as well as a physical
examination that includes those diagnostic studies ordered by the patient's
attending physician. Throughout the course of treatment, each plan is reviewed
frequently to ensure that it continues to meet the changing needs of the
patient. The length of time spent in treatment is dependent on an individual's
needs and can range from several weeks to several months.

SOURCES OF REVENUES

During fiscal 1994, approximately 57% of the Company's operating
revenues from freestanding operations were received from private sources
(private health insurers, managed care companies and directly from patients)
and the balance from Medicare, Medicaid and other governmental programs.

Private health insurers offer plans that typically include coverage for
psychiatric and chemical dependency treatment. In many instances, the level of
coverage for psychiatric and chemical dependency benefits is less than that
provided for medical/surgical services. Lower coverage levels result in higher
co-payments by the patient, who is often unable to meet his or her commitment
in its entirety or is unable to pay as rapidly as the insurance company. This
pattern tends to increase bad debts and days outstanding in receivables.

Private insurance plans vary significantly in their methods of payment,
including cost, cost plus, prospective rate, negotiated rate, percentage of
charges, and billed charges. Health insurers have adopted a number of payment
mechanisms for the primary purpose of decreasing the amounts paid to hospitals
(including the Company's operations) for services rendered. These mechanisms
include various forms of utilization review, preferred provider

4
<PAGE> 5
arrangements where use of participating hospitals is encouraged in exchange for
a discount, and payment limitations or negotiated rates based on community
standards. Without program changes that offer a continuum of care ranging from
outpatient to intensive inpatient services, the Company believes these changing
payment mechanisms will continue to have a negative effect on its revenues.

Employers, union trusts and other major purchasers of health care
services have become increasingly aggressive in pursuing cost containment. To
the extent that major purchasers are self-insured, they actively negotiate with
hospitals, Health Maintenance Organizations ("HMOs") and Preferred Provider
Organizations ("PPOs") for lower rates. Those major purchasers that are
insured or use a third-party administrator expect the insurer or administrator
to control claims costs. In addition, many major purchasers of health care
services are reconsidering the benefits that they provide and in many cases
reducing the level of coverage, thereby shifting more of the burden to their
employees or members. Such reductions in benefits have had a negative impact
on the Company's business.

Under the Social Security Amendments Act of 1983, a prospective payment
system ("PPS") was adopted to cover routine and ancillary operating costs of
most Medicare inpatient hospital services. Under this system, the Secretary of
the United States Department of Health and Human Services ("HHS") established
fixed payment amounts per discharge based on diagnostic-related groups
("DRG's"). In general, a hospital's payment for Medicare inpatients is limited
to the DRG rate and capital costs, regardless of the amount of services
provided to the patient or the length of the patient's hospital stay. Under
PPS, a hospital may keep any difference between its prospective payment rate
and its operating costs incurred in furnishing inpatient services, but is at
risk for any operating costs that exceed its payment rate. Qualified providers
of alcohol and drug treatment services are paid under PPS. Psychiatric
hospitals, freestanding inpatient rehabilitation facilities and outpatient
rehabilitation services are exempt from PPS. Inpatient psychiatric and
rehabilitation units within acute care hospitals are eligible to obtain an
exemption from PPS upon satisfaction of specified federal criteria. Exempt
hospitals and exempt units within acute care hospitals are subject to
limitations on the level of cost or the permissible increase in cost subject to
reimbursement under the Medicare program, including those limitations imposed
under the Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA"). No
assurance can be given that psychiatric services will continue to be eligible
for exemption from PPS or that other regulatory or legislative changes will not
adversely affect the Company's business.

Five of the Company's facilities participate in the Medicare program.
Of these, three are currently excluded from PPS (TEFRA limits are applicable to
these facilities). Medicare utilization at those facilities participating in
the Medicare program averaged approximately 34% in fiscal 1994. The Company
does not believe that the imposition of TEFRA limits or PPS has had a material
adverse impact on its business at its freestanding facilities or that loss of
exclusion from PPS at freestanding facilities would materially impact the
Company's business. During fiscal 1994, three of the Company's facilities
reflected an increase in Medicare utilization primarily due to their partial
hospitalization programs. In addition, two of the Company's facilities' first
full year in the Medicare program was fiscal 1994.

Hospitals participating in the Medicare program are required to retain
the services of a peer review organization ("PRO"). The PRO is responsible for
determining the medical necessity, appropriateness and quality of care given
Medicare program patients. In instances where the medical necessity of an
admission or procedure is challenged by the PRO, payment may be delayed,
reduced or denied in its entirety. Amounts denied because of medical review
may not be charged to the service recipient, and are absorbed by the hospital.
In non-emergency admissions (which encompass most of the Company's admissions)
review is performed prior to the patient's arrival at the hospital. In the
event that the PRO does not approve inpatient admission, the patient may be
admitted for outpatient treatment, referred to an alternative treatment
provider or sent home. The Company believes that the existence of PROs has
reduced inpatient admissions in its facilities serving Medicare patients.

The Medicaid program is a combined federal and state program providing
coverage for low income persons. The specific services offered and
reimbursement methods vary from state to state. Less than 9% of the Company's
freestanding facility revenues are derived from the Medicaid program.
Accordingly, changes in Medicaid program reimbursement are not expected to have
a material adverse impact on the Company's business.

5
<PAGE> 6
COMPETITION AND PROMOTION

The Company's primary competitors are hospitals and hospital management
companies (both not-for-profit and investor-owned) that offer programs similar
to those of the Company. The Company has faced generally increasing
competition in the last few years. Some of the hospitals that compete with the
Company are either owned or supported by governmental agencies or are owned by
not-for-profit corporations supported by endowments and charitable
contributions enabling some of these hospitals to provide a wide range of
services regardless of cost-effectiveness.

Most patients are directed to a specific facility by their employer (or
their agent), the employer's insurance company (i.e. managed care companies), a
physician, a social services agency or another health care provider. The
Company markets its services by contracting with these referral sources. The
primary competitive factors in attracting referral sources and patients are
reputation, success record, cost and quality of care, location and scope of
services offered at a facility. The Company believes it is competitive in
factors necessary for patient attraction. The Company and its competitors also
compete to attract qualified physicians and psychiatrists and other licensed
mental health providers.

The Company maintains a public relations program designed to increase
public awareness of its treatment programs. During fiscal 1994, the Company
spent approximately $0.4 million for media advertising (television, radio and
print) in support of its freestanding operations. The forms of media used are
specifically tailored to the geographic area in which the public relations
efforts are directed.

CONTRACT OPERATIONS

CareUnit, Inc. operates contract programs for behavioral medicine
services in dedicated units of independent hospitals. The programs offered are
similar to the behavioral medicine services offered in the Company's
freestanding facilities.

Under a contract, the hospital furnishes patients with all hospital
facilities and services necessary for their generalized medical care, including
nursing, dietary and housekeeping. CareUnit, Inc. is obligated to provide a
multi-disciplinary team consisting of a physician (who serves as medical
director for the program), a program manager, a social worker, a therapist and
other appropriate supporting personnel. CareUnit, Inc. also typically provides
support in the areas of program implementation and management, staff
recruiting, continuing education, treatment team training, community education,
advertising, public relations, insurance and ongoing program quality assurance.
As a result of reimbursement changes and competitive pressures, the contractual
obligations of CareUnit, Inc. have been subject to intense evaluation. In
general, some prospective client hospitals have expressed a desire for more
control over the services provided by CareUnit, Inc. and, in response,
CareUnit, Inc. is providing a more flexible approach to contract management.
During fiscal 1994 and 1993, CareUnit, Inc. through CareInstitute, a wholly
owned non-profit subsidiary, managed two contracts for the State of Idaho.
These programs provide behavioral medicine services in a residential and
outpatient setting.

During fiscal 1994, CareUnit, Inc. continued to experience a decline in
the number of contracts and beds although three new contracts were opened. The
Company believes that the decline in the number of contracts and beds under
contract is a result of managed care intervention and reduction in available
reimbursement from third parties, which have had the effect of making CareUnit,
Inc.'s contracts less profitable to hospitals. In addition, CareUnit, Inc.
terminated one unprofitable contract during the fiscal year and four were
terminated by the contracting hospital.

Responding to market demands, CareUnit, Inc. has implemented, in the
majority of its contracts, a program of levels of care, offering a wide range
of treatment options including detoxification, inpatient, residential,
day-treatment and outpatient. As a result, inpatient occupancy rates have
declined as patients are moved to a more appropriate level of care.

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The following table sets forth selected operating data regarding
behavioral medicine programs managed under contract:

<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
----------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Number of contracts at end of period (1):
Adult CareUnits (2)(3) . . . . . . . . . . . 10 12 15 21 36
Adolescent CareUnits (2) . . . . . . . . . . . 1 1 1 2 4
Adult CarePsychCenters (2) . . . . . . . . . . 3 3 3 4 6
Adolescent CarePsychCenters (2) . . . . . . . 0 0 0 0 1
Eating disorders units . . . . . . . . . . . . 1 1 2 2 2
--- --- --- --- ---
Total . . . . . . . . . . . . . . . . . . . . 15(5) 17 21 29 49
=== === === === ===

Available beds at end of period . . . . . . . . . 236 306 479 685 1,210
Patient days served during period . . . . . . . . 34,464 51,524 92,574 151,219 358,185
Admissions . . . . . . . . . . . . . . . . . . . 3,992 5,139 7,867 11,902 23,996
Average occupied beds per contract . . . . . . . 7.3 8.3 9.9 10.6 12.9
Average occupancy rate for period (4) . . . . . . 37% 39% 42% 45% 50%
- -------------------------
</TABLE>
(1) Excludes contracts which have been executed but are not operational as of
the end of the period.
(2) CareUnit is the service mark under which the Company markets chemical
dependency treatment programs. CarePsychCenter is the service mark under
which the Company markets psychiatric treatment programs.
(3) Includes two state chemical dependency full-service contracts.
(4) Average occupancy rate is calculated by dividing total patient days by
the number of available bed-days during the relevant period.
(5) During fiscal 1994, CareUnit, Inc. opened 3 contracts and closed 5
contracts, 1 of which was terminated by CareUnit, Inc. and 4 by the
contracting hospitals.

SOURCES OF REVENUES

Patients are admitted to a behavioral medicine program under the
contracting hospital's standard admission policies and procedures. The
hospital submits to the patient, the patient's insurance company, or other
responsible party a bill that covers the services of the hospital. Generally,
CareUnit, Inc. receives a negotiated fee for each patient day of service
provided and in many cases also receives a fixed monthly management fee or a
percentage of net revenue. Fees paid by the hospital are subject to annual
adjustments to reflect changes in the Consumer Price Index. CareUnit, Inc. and
the hospital share the risk of nonpayment by patients based on a predetermined
percentage participation by CareUnit, Inc. in bad debts. CareUnit, Inc. may
also participate with a contracting hospital in charity care and certain
contractual allowances and discounts. Hospitals contracting for programs
generally suffer from the same reimbursement pressures as the Company's
freestanding facilities.

Management contracts are generally entered into for a period of two to
five years and thereafter are automatically renewed for successive one-year
periods unless either party gives notice of termination at least 90 days prior
to the end of such periods. Contracts are also terminable for material
defaults. A significant number of contracts are terminable by either party on
their anniversary dates.

DEVELOPMENT, COMPETITION AND PROMOTION

CareUnit, Inc. directs its development activities toward increasing the
number of management contracts with hospitals. The primary competitors of
CareUnit, Inc. are hospitals and hospital management companies that offer
programs similar to those offered by CareUnit, Inc. A major development effort
will be made in conjunction with the Company's managed care subsidiary,
AccessCare, Inc., to expand the contract operations in general hospitals and
develop the continuum of care.

PUBLISHING ACTIVITIES

Since 1976, the Company (under the name CompCare Publishers) has been
engaged in the publication, distribution and sale of books, pamphlets and
brochures generally relating to the Company's health care activities.
Literature distributed by the Company is sold to the general public and
educational institutions. Such literature is also sold to patients
participating in programs managed by the Company. The Company does not own or
operate the printing facilities used in the publication of its literature.

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<PAGE> 8
In April 1994, certain assets and rights representing a material
portion of the publishing business were sold. CompCare Publishers is currently
operating and distributing the books and material remaining after the sale via
a distribution agreement with the buyer that expires on April 30, 1995. The
Company will determine on or before April 30, 1995 as to whether it will
liquidate the remaining assets and rights or continue to operate via a
distribution agreement. Publishing activities accounted for less than 3% of
the Company's operating revenues in fiscal 1994.

MANAGED CARE OPERATIONS

The Company has provided a managed care product since the acquisition
of AccessCare, Inc's predecessor in December 1992. AccessCare provides
managed behavioral health care and substance abuse service for employers,
HMO's, PPO's, government organizations, third party claim administrators and
other group purchasers of health care. AccessCare currently provides service
to contracted members in 29 states. The programs and services currently
offered by AccessCare include fully integrated capitated behavioral health care
services, employee assistance programs, case management/utilization review
services, provider sponsored health plan development, preferred provider
network development and management and physician advisor reviews. AccessCare
distinguishes itself from other providers by furnishing superior clinical
management systems, total quality management and supervision, mutual respect
for both providers and clients and responsive and appropriate care that
includes quality and cost effectiveness. AccessCare distinguishes itself from
the competition by being the "science-based" provider of care. AccessCare
manages its clinical service programs on proven treatment technologies and is a
leader in training its providers to use science-based efficacious treatment.

AccessCare accounted for approximately 10% of the Company's operating
revenues in fiscal 1994. AccessCare, in concert with a network of providers
(i.e., CareUnit, Inc.), will assist the Company in developing an integrated
service model to provide high quality, cost effective care.

GOVERNMENTAL REGULATION

The development and operations of health care facilities are subject to
compliance with various federal, state and local laws and regulations. Health
care facilities operated by the Company as well as by hospitals under contract
with CareUnit, Inc. must comply with the licensing requirements of federal,
state and local health agencies, with state-mandated rate control initiatives,
with state certificate of need and similar laws regulating various aspects of
the operation of health facilities (including construction of facilities and
initiation of new services), and with the requirements of municipal building
codes, health codes and local fire departments. State licensing of facilities
is a prerequisite to participation in the Medicare and Medicaid programs.
Legislative, regulatory and policy changes by governmental agencies (including
reduction of budgets for payments under the Medicare, Medicaid and other state
and federal governmental health care reimbursement programs) may impact the
Company's ability to generate revenue and the utilization of its health care
facilities.

Certain facilities operated by the Company are certified as providers
for Medicare and Medicaid services. Both the Medicare and Medicaid programs
contain specific physical plant, safety, patient care and other requirements
that must be satisfied by health care facilities in order to qualify under
those programs. The Company believes that the facilities it owns or leases are
in substantial compliance with the various Medicare and Medicaid regulatory
requirements applicable to them. The requirements for certification under
these governmental reimbursement programs are subject to change, and in order
to remain qualified for the program, it may be necessary for the Company to
effect changes from time to time in its facilities, equipment, personnel and
services.

Under the Social Security Act, the Department of Health and Human
Services ("HHS") has the authority to impose civil monetary penalties against
any participant in the Medicare program that makes claims for payment for
services that were not rendered as claimed or were rendered by a person or
entity not properly licensed under state law or other false billing practices.
The Social Security Act also contains provisions making it a felony for a
hospital to make false statements relating to claims for payments under the
Medicare program or to make false statements relating to compliance with the
Medicare conditions of participation. In addition, the making of false claims
for payment by providers participating in the Medicare program is subject to
criminal penalty under federal laws relating generally to claims for payment
made to the federal government or any agency.

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<PAGE> 9
Various federal and state laws regulate the relationship between
providers of health care services and physicians. These laws include the
"fraud and abuse" provisions of the Social Security Act, under which civil and
criminal penalties can be imposed upon persons who pay or receive remuneration
in return for inducement of referrals of patients who are eligible for
reimbursement under the Medicare or Medicaid programs. Violations of the law
may result in civil and criminal penalties. Civil penalties range from
monetary fines that may be levied on a per-violation basis to temporary or
permanent exclusion from the Medicare program.

The prohibitions on inducements for referrals are so broadly drafted
that they may create liability in connection with a wide variety of business
transactions and other hospital-physician relations that have been traditional
or commonplace in the health care industry. Courts, HHS and officials of the
Office of Inspector General have construed broadly the fraud and abuse
provisions of the Social Security Act concerning illegal remuneration
arrangements and, in so doing, have created uncertainty as to the legality of
numerous types of common business and financial relationships between health
care providers and practitioners. Such relationships often are created to
respond to competitive pressures.

Limiting "safe harbor" regulations define a narrow scope of practices
that will be exempted from prosecution or other enforcement action under the
illegal remuneration provisions of the fraud and abuse law. These clarifying
regulations may be followed by more aggressive enforcement of these provisions
with respect to relationships that do not fit within the specified safe harbor
rules. Activities that fall outside of the safe harbor rules include a wide
range of activities frequently engaged in between hospitals, physicians and
other third parties. These regulations identifying business practices that do
not constitute illegal remuneration do not eliminate this uncertainty, and may
cause providers and practitioners alike to abandon certain mutually beneficial
relationships. The Company does not believe that any such claims or
relationships exist with respect to the Company.

In April 1989, the Inspector General of the Department of HHS issued a
report on financial arrangements between physicians and health care businesses.
The report contained a number of recommendations, including a prohibition of
physician referrals to any facilities in which the physician has a financial
interest. Congress adopted legislation in 1989 (effective January 1992, the
"Stark Amendment"), that unless an exemption is otherwise available, prohibits
or restricts a physician from making a referral for which Medicare
reimbursement may be made to a clinical laboratory with which such physician
has a financial relationship, and prohibits such clinical laboratory from
billing for or receiving reimbursement on account of such referral. On March
11, 1992, proposed regulations implementing the Stark Amendment were issued,
but have not been adopted. The Company believes that it is in compliance with
the proposed regulations in all material respects.

Additional legislation expanding the Stark Amendment to other physician
and health care business relationships has been passed as part of the Omnibus
Reconciliation Act of 1993 ("OBRA 1993"). OBRA 1993 broadens the services
included within the referral prohibition of the Stark Amendment: a physician
having a financial relationship with an entity may not make referrals to that
entity for "designated health services," which include, in addition to clinical
laboratory services, physician therapy services; occupational therapy services;
radiology or other diagnostic services; radiation therapy services; durable
medical equipment; parenteral and enteral nutrients, equipment and supplies;
prosthetics, orthotics and prosthetic devices; home health services; outpatient
prescription drugs; and inpatient and outpatient hospital services. This law,
applicable to services covered by Medicaid as well as Medicare, takes effect
after December 31, 1994 with respect to referrals for the expanded list of
designated health services.

Numerous exceptions are allowed under the OBRA 1993 revisions to the
Stark Amendment for financial arrangements that would otherwise trigger the
referral prohibition. These provide, under certain conditions, exceptions for
relationships involving rental of office space and equipment, employment
relationships, personal service arrangements, payments unrelated to designated
services, physician recruitment and certain isolated transactions. HHS may
adopt regulations in the future which expand upon the conditions attached to
qualification for these exceptions. Certain of the Company's relationships
with physicians in its contract operations, as well as the Company's
development of relationships with physicians, will need to be structured in
compliance with the law and its exceptions, including any future regulations,
by the January 1, 1995 effective date. The Company is unable to predict at
this time what effect, if any, the expanded Stark Amendment and any future
regulations implementing its provisions, will have upon its business.

Proposals for health care reform on a national basis have been
introduced in both the House of Representatives and the Senate. The goals of
these health care proposals may include, but would not necessarily be

9
<PAGE> 10
limited to, proposals which would impose short-term governmental price
controls, create a national health care budget limiting the amount to be spent
on health care coverage, and give federal and state governments new powers with
respect to medical fees and health insurance premiums. At this time, it is not
possible to determine the exact nature of the proposals, or their legislative
outcome, or their likely impact upon institutional providers.

In addition, several states are undertaking analysis and legislation
designed to modify the financing and delivery of health care at the state
level. A wide variety of bills and regulations are pending in several states
proposing to regulate, control or alter the financing of health care costs;
however, it is not possible at this time to predict with assurance the effect
on the business of the Company, if any, of such bills or regulatory actions.

ACCREDITATION

The Joint Commission on Accreditation of Healthcare Organizations
("JCAHO") is an independent commission that conducts voluntary accreditation
programs with the goal of improving the quality of care provided in health care
facilities. Generally, hospitals including dedicated units, long-term care
facilities and certain other health care facilities may apply for JCAHO
accreditation. If a hospital under contract with CareUnit, Inc. requests a
JCAHO survey of its entire facility, the contract program, if a psychiatric or
chemical dependency program, will be separately surveyed. After conducting
on-site surveys, JCAHO awards accreditation for up to three years to facilities
found to be in substantial compliance with JCAHO standards. Accredited
facilities are periodically resurveyed. Loss of JCAHO accreditation could
adversely affect the hospital's reputation and its ability to obtain
third-party reimbursement. All of the Company's freestanding facilities are
accredited and the hospitals under contract with CareUnit, Inc. have received
or have applied for such accreditation.

To develop standards that effectively evaluate the structure and
function of medical and quality management systems in managed care
organizations, the National Committee for Quality Assurance ("NCQA") has
developed in conjunction with the managed care industry, health care
purchasers, state regulators and consumers, an extensive review and development
process. The Standards for Accreditation of Managed Care Organizations used by
NCQA reviewers to evaluate a managed care organization address the following
areas: quality improvement, utilization management, credentialing, members'
rights and responsibilities, preventative care services guidelines and medical
records. These standards validate that a managed care organization is founded
on principals of quality and is continuously improving the clinical care and
services provided. NCQA also utilizes Health Plan Data and Information Set
("HEDIS") which is a core set of performance measurements developed to respond
to complex but simply defined employer needs as standards for patient and
customer satisfaction. AccessCare is accredited by NCQA and has adopted HEDIS.

ADMINISTRATION AND EMPLOYEES

The Company's executive and administrative offices are located in
Chesterfield, Missouri, where management controls operations, business
development, legal and accounting functions, governmental and statistical
reporting, research and treatment program evaluation.

At August 3, 1994, the Company employed approximately 32 persons in its
corporate and administrative offices, 326 persons in its freestanding
facilities, 104 persons assigned to CareUnit, Inc., 37 persons assigned to
AccessCare, Inc. and 2 persons in other operations. Many of the physicians and
psychiatrists who are the medical directors of the Company's contract units,
the psychologists serving on treatment teams and the physicians utilizing the
facilities operated by the Company are not employed by the Company and are
treated as independent contractors. The Company is in the process of reviewing
the treatment of these individuals as part of its settlement with the Internal
Revenue Service (See Note 15-- "Commitments and Contingencies"). The Company
has not encountered any work stoppages due to labor disputes with its
employees.

10
<PAGE> 11
ITEM 2. PROPERTIES.

The following table sets forth certain information regarding the
properties owned or leased by the Company at May 31, 1994:

<TABLE>
<CAPTION>
OWNED OR LEASE MONTHLY
NAME AND LOCATION LEASED(1) EXPIRES(2) RENTAL(3)
----------------- --------- ---------- ---------
<S> <C> <C> <C>
Psychiatric/Chemical Dependency Treatment Facilities
CareUnit Hospital . . . . . . . . . . Owned --- ---
Fort Worth, Texas
CareUnit Hospital . . . . . . . . . . Leased 2035 $16,106(4)
Kirkland, Washington
CareUnit Facility (5) . . . . . . . . Owned --- ---
Jacksonville Beach, Florida
CareUnit Hospital . . . . . . . . . . Owned --- ---
Cincinnati, Ohio
Starting Point, Oak Avenue (6) . . . . Owned --- ---
Orangevale, California
Starting Point, Orange County . . . . Owned --- ---
Costa Mesa, California
CareUnit Facility . . . . . . . . . . Leased 1995 8,333
Grand Rapids, Michigan
CareUnit Facility (7) . . . . . . . . Owned --- ---
Orlando, Florida
Aurora Behavioral Health Hospital . . Owned --- ---
Aurora, Colorado
CareUnit Facility (8) . . . . . . . . Owned --- ---
San Diego, California
OTHER OPERATING FACILITIES
CompCare Publishers (9) . . . . . . . Leased 1997 3,009
Minneapolis, Minnesota
AccessCare, Inc.
Tampa, Florida . . . . . . . . . . Leased 1995 7,435
Las Vegas, Nevada . . . . . . . . . Leased 1995 1,997
Edgewood, Kentucky . . . . . . . . Leased 1995 392
Ft. Lauderdale, Florida . . . . . . Leased 1995 586
Tarrytown, New York . . . . . . . . Leased 1994 412
ADMINISTRATIVE FACILITIES
Corporate Headquarters . . . . . . . . Leased 1997 11,355
Chesterfield, Missouri
Regional Headquarters (9) . . . . . . Leased 1995 4,408
Newport Beach, California
Data Processing Center (10) . . . . . Leased 1997 3,882
Riverside, California
</TABLE>

_________________________

(1) Subject to encumbrances. For information concerning the Company's
long-term debt, see Note 10 to the Company's consolidated financial
statements contained in this report.
(2) Assumes all options to renew will be exercised.
(3) All leases, other than those relating to the Company's administrative
facilities, are triple net leases under which the Company bears all costs
of operations, including insurance, taxes and utilities. The Company is
responsible for specified increases in taxes, assessments and operating
costs relating to its administrative facilities.
(4) Subject to increase every three years based upon increases in the
Consumer Price Index, not to exceed 10%.
(5) Closed February 1992. The Company intends to sell this property.
(6) Closed March 1993. The Company intends to sell this property.
(7) Closed October 1990. The Company intends to sell this property.
(8) Closed December 1989. The Company intends to sell this property.
(9) Office/operation closed; Company has sublet this property.
(10) This lease was converted to month-to-month.

11
<PAGE> 12
ITEM 3. LEGAL PROCEEDINGS.

On October 30, 1992, the Company filed a complaint in the United States
District Court for the Eastern District of Missouri against RehabCare
Corporation ("RehabCare") seeking damages for violations by RehabCare of the
securities laws of the United States, for common law fraud and for breach of
contract (Case No. 4-92CV002194-SNL). The Company seeks relief of damages in
the lost benefit of certain stockholder appreciation rights in an amount in
excess of $3.6 million and punitive damages. On May 18, 1993, the District
Court denied a motion for summary judgement filed by RehabCare. On June 16,
1993, RehabCare filed a counterclaim seeking a declaratory judgement with
respect to the rights of both parties under the stock redemption agreement, an
injunction enjoining the Company from taking action under stock redemption or
restated shareholders agreements and damages. The Company has filed a motion
with the court to strike RehabCare's request for damages for attorney's fees
and costs on the grounds that such relief is not permitted by law nor
authorized by the agreements between the parties. This case was scheduled for
trial on May 9, 1994, but has been continued on the court's own initiative and
the new trial date has not been set. Management believes that the Company's
allegations have merit and intends to vigorously pursue this suit. Management
further believes that should RehabCare prevail at trial on its request for such
attorneys fees and costs, such fees and costs would not materially affect the
financial statements of the Company.

In connection with the proposed sale of hospitals to CMP Properties,
Inc. (see Note 5-- "Property and Equipment for Sale"), the Company advanced
$1.1 million to a former consultant which was to be returned in the event the
transaction was terminated. These advances were to be secured by the common
stock of an unrelated company. The shares of common stock pledged were
purported to be in the possession of the Company's former legal firm as
collateral for the advances, but were not provided to the Company when the
transaction was terminated. The Company is currently in litigation with the
former consultant and legal firm to recover the advances.

Other Litigation

The Company is currently undergoing a payroll tax audit by the Internal
Revenue Service ("IRS") for calendar years 1983 through 1991. The IRS agent
conducting the audit has asserted that certain physicians and psychologists and
other staff engaged as independent contractors by the Company should have been
treated as employees for payroll tax purposes. On April 8, 1991, the Company
received a proposed assessment related to this assertion claiming additional
taxes and penalties due totaling approximately $19.4 million for calendar years
1983 through 1988. The Company filed a protest with the IRS and contested the
proposed assessment with the Appeals Office of the Internal Revenue Service in
St. Louis, Missouri. The Appeals Office issued a reduced assessment in the
amount of approximately $6,300,000, plus penalties and interest of $6,500,000.
The IRS is also examining the Company's employment tax returns for the years
1989 through 1991, and the agent conducting the examination proposed the
assessment of additional taxes for those years in the approximate amount of
$1,600,000, plus penalties and interest in an undetermined amount. While
management believes the Company has strong arguments to support its treatment
of the payments to independent contractors to whom substantially all of the
assessment relates, the Company has submitted an offer in compromise to the IRS
for the calendar years 1983 through 1991 for $5 million. A reserve has been
established with respect to this matter to cover expenses the Company expects
to incur; however, there can be no assurance that such reserves are adequate
until a formal settlement is reached with the IRS. The Company and RehabCare,
in May 1991, entered into a Tax Sharing Agreement providing for the Company to
indemnify RehabCare for any claims of income or payroll taxes due for all
periods through February 28, 1991. The Company has established a reserve with
respect to covering expenses the Company expects RehabCare to incur under the
Tax Sharing Agreement.

The federal income tax returns of the Company for its fiscal years
ended 1984 and 1987 through 1991, have been examined by the IRS. The Company
has provided the IRS with satisfactory documentary support for the majority of
items questioned and those items have been deleted from the proposed assessment
and accepted as originally filed. The remaining items have been agreed to and
resulted in a disallowance of approximately $229,000 in deductions which will
be offset against the Company's net operating losses available for carryover.
The examination also included the review of the Company's claim for refund of
approximately $205,000 relating to an amended return for the fiscal year ended
May 31, 1992. During completion of the audit, the IRS noted that the Company
had received excess refunds representing its alternative minimum tax ("AMT")
liability of approximately $666,000 in 1990 and 1991 from the carryback of net
operating losses to the fiscal years ended May 31, 1988 and 1989, respectively.
On March 29, 1994, the Company agreed to the assessment of $666,000 plus

12
<PAGE> 13
interest and received the final bill of $821,000 during the fourth quarter of
fiscal 1994. The Company has accrued for this liability, net of refunds, in
income taxes payable.

From time to time, the Company and its subsidiaries are also parties
and their property is subject to ordinary routine litigation incidental to
their business. In some pending cases, claims exceed insurance policy limits
and the Company or a subsidiary may have exposure to liability that is not
covered by insurance. Management believes that the outcome of such lawsuits
will not have a material adverse impact on the Company's financial statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On March 7, 1994, the Board of Directors of the Company approved and
recommended to the Stockholders an amendment to the Company's Certificate of
Incorporation to effect a reverse stock split of the Company's Common Stock
proportionate to the range of two- (2) through ten- (10) for-one, while
reducing the par value of the Company's Common Stock to one (1) cent ($0.01)
per share. In addition, the number of Common Shares authorized would be
reduced to five (5) times the number of shares outstanding, reserved or
otherwise committed for future issuance but not less than 12,500,000. On May
16, 1994, the shareholders approved each proposal by written consent with the
following vote:

<TABLE>
<CAPTION>
FOR DISAPPROVE ABSTAIN
--- ---------- -------
<S> <C> <C> <C>
1. Amendment to effect reverse stock split . . . . 18,378,536 1,219,079 106,856

2. Reduction in number of shares authorized . . . . 18,544,632 1,001,871 165,961

3. Reduction of the par value per share . . . . . . 18,455,658 1,009,317 247,489
</TABLE>

There were no broker non-votes. The reverse stock split would become effective
on any date selected by the Board of Directors occurring within nine months
after the end of the consent solicitation period (May 16, 1994). If no reverse
stock split is effected by February 16, 1995, the Board of Directors will take
action to abandon the reverse stock split. On August 25, 1994, the Board of
Directors authorized management to file an application with the New York Stock
Exchange for the reverse stock split.

EXECUTIVE OFFICERS OF THE COMPANY

CHRISS W. STREET, age 44. Mr. Street has been employed by the
Company since May 1994. Mr. Street was named interim Chief Executive Officer
on May 4, 1994 and in June 1994, he was appointed Chief Executive Officer of
the Company. Mr. Street was elected as Chairman of the Board of Directors in
November 1993. Mr. Street is founder and principal of Chriss Street & Company,
a firm specializing in investment banking, financial advisory services,
securities trading and factoring. Mr. Street commenced operations of Chriss
Street & Company in February 1992 and was Managing Director for Seidler-Amdec
Securities, Inc. from 1988 to 1992.

FRED C. FOLLMER, age 51. Mr. Follmer joined the Company as Senior Vice
President and Chief Financial Officer in January 1993. In September 1993, he
was appointed Senior Executive Vice President. In May 1994, he was named
interim Chief Operating Officer, and in June 1994, he was appointed Chief
Operating Officer of the Company. Prior to his employment with the Company,
he was a self-employed financial consultant providing services to the health
care and other industries. He was Executive Vice President of Healthcare
Services of America for a portion of 1987 and was Vice President of Hospital
Financial Operations at Charter Medical Corporation from 1978 to 1986.

KERRI RUPPERT, age 35. Ms. Ruppert has been employed by the Company
since 1988. In October 1992, she was appointed Vice President and Chief
Accounting Officer and in January 1993, she was elected Secretary of the
Company. She was Vice President and Controller from April 1990 to 1992 and

13
<PAGE> 14
Assistant Corporate Controller from 1988 to 1990. Prior to her employment
with the Company, she served in a variety of financial management positions
with Maxicare Health Plans, Inc. from 1983 to 1988.

PART II

ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a) The Company's Common Stock is traded on the New York Stock Exchange under
the symbol CMP. The following table sets forth the range of high and low
sale prices for the Common Stock for the fiscal quarters indicated:

<TABLE>
<CAPTION>
PRICE
-----
FISCAL YEAR HIGH LOW
----------- ---- ---
<S> <C> <C> <C>
1993:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . $1-3/4 $1-1/8
Second Quarter . . . . . . . . . . . . . . . . . . . . . . 2 1-1/8
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . 1-3/4 5/8
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . 1 1/2

1994:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . $1-1/8 $5/8
Second Quarter . . . . . . . . . . . . . . . . . . . . . . 7/8 5/8
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . 1-1/4 1/2
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . 7/8 1/2
</TABLE>

(b) As of July 31, 1994, the Company had 2,174 stockholders of record.

(c) As a result of the Company's operating losses and restrictions contained
in the Company's primary loan agreement, no cash dividend was declared
during any quarter of fiscal 1994, 1993 or 1992. The Company does not
expect to resume payment of cash dividends in the foreseeable future. See
Item 7, "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS".

14
<PAGE> 15
ITEM 6. SELECTED FINANCIAL DATA.

The following tables summarize selected consolidated financial data and
should be read in conjunction with the consolidated financial statements and
notes thereto appearing elsewhere in this report. Effective June 1, 1990, the
Company adopted the new accounting and reporting methods approved by the
American Institute of Certified Public Accountants ("AICPA") in its health care
industry audit guide (the "AICPA guide") dated July 15, 1990. Accordingly,
provision for losses on accounts receivable is included as an expense rather
than as a reduction of operating revenues beginning in fiscal 1991.
Reclassifications of prior year amounts have been made to conform with the
current year's presentation. See Item 7, "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" for a discussion of recent
results of operations and liquidity.

<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
-------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues and gains:
Operating revenues . . . . . . . . . . . . . $34,277 $51,847 $59,969 $84,689 $163,235
Gain on sale of RehabCare stock, net . . . . --- 13,114 17,683 --- ---
Gain on Sovran settlement, net . . . . . . . --- 584 --- --- ---
Gain on reorganization agreement . . . . . . --- --- --- --- 5,000
Interest income . . . . . . . . . . . . . . . 50 69 336 531 1,093
Equity in earnings(loss) of unconsolidated
affiliates . . . . . . . . . . . . . . . . --- 384 168 (1,289) 231
Other . . . . . . . . . . . . . . . . . . . . --- --- --- --- 508
-------- -------- -------- -------- --------
34,327 65,998 78,156 83,931 170,067
------ ------ ------ ------ -------
Costs and expenses:
Operating expenses . . . . . . . . . . . . . 31,875 50,924 38,810 65,362 100,437
General and administrative expenses . . . . . 5,455 5,754 12,946 21,267 61,599
Provision for doubtful accounts . . . . . . . 1,558 6,187 6,065 4,759 19,541
Depreciation and amortization . . . . . . . . 1,762 2,946 2,602 3,580 8,440
Loss on sale/write-down of assets . . . . . . --- 4,382 15,986 5,863 45,657
Interest expense . . . . . . . . . . . . . . 1,228 1,759 3,908 7,380 9,588
Other restructuring/non-recurring expenses . --- 5,452 2,152 2,819 4,407
-------- ------ ------ -------- --------
41,878 77,404 82,469 111,030 249,669
------ ------ ------ ------- -------
Loss before income taxes . . . . . . . . . . . . (7,551) (11,406) (4,313) (27,099) (79,602)
Provision(benefit) for income taxes . . . . . . . 301 194 249 401 (20,294)
------ ------ ------ -------- -------
Loss before extraordinary item . . . . . . . . . (7,852) (11,600) (4,562) (27,500) (59,308)
Extraordinary item - gain on debenture
conversion . . . . . . . . . . . . . . . . . --- --- --- 11,465 ---
------- -------- ------- ------ --------
Net loss . . . . . . . . . . . . . . . . . . . . $(7,852) $(11,600) $(4,562) $(16,035) $(59,308)
===== ====== ===== ====== ======
Loss per common and common
equivalent share:
Loss before extraordinary item . . . . . . . $(0.36) $(0.53) $(0.21) $(2.27) $(5.83)
Extraordinary item - gain on debenture
conversion . . . . . . . . . . . . . . . . --- --- --- .95 ---
----- ----- ----- ---- -----
Net loss . . . . . . . . . . . . . . . . . . $(0.36) $(0.53) $(0.21) $(1.32) $(5.83)
==== ==== ==== ==== ====
Cash dividends per share . . . . . . . . . . . . $ --- $ --- $ --- $ --- $ ---
====== ====== ====== ====== ======
Weighted average common and common
equivalent shares outstanding . . . . . . . . 21,987 21,957 21,900 12,118 10,172
- ------------------------------
</TABLE>
<TABLE>
<CAPTION>
AS OF MAY 31,
-------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
BALANCE SHEET DATA: (DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Working capital . . . . . . . . . . . . . . . . . $ 412 $ 438 $11,901 $11,221 $ 49,832
Total assets . . . . . . . . . . . . . . . . . . 33,226 46,968 70,422 99,084 141,592
Long-term debt . . . . . . . . . . . . . . . . . 10,477 10,652 10,375 28,078 86,564
Stockholders' equity . . . . . . . . . . . . . . 5,099 12,951 24,441 28,976 20,214
</TABLE>

15
<PAGE> 16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

RESULTS OF OPERATIONS - FISCAL 1994 (COMPARED WITH FISCAL 1993)

The Company incurred a loss of approximately $7.9 million or $0.36 per
share for the fiscal year ended May 31, 1994, which was an improvement of $3.7
million or $0.17 per share more than the $11.6 million or $0.53 per share loss
incurred in the prior fiscal year. The fiscal 1994 fourth quarter loss of $4.0
million or $0.19 per share reflected an improvement from the fourth quarter of
the prior fiscal year by $0.3 million or $0.01 per share.

Results for fiscal 1993 were impacted by a gain of approximately $13.1
million recorded during the second quarter of the fiscal year as a result of
the sale by the Company of 2,300,000 shares of its formerly wholly-owned
subsidiary RehabCare. Prior to the sale the Company owned a 48% interest in
RehabCare which was accounted for on the equity method. Subsequent to the
sale, the Company no longer has an interest in RehabCare and no longer reports
a portion of RehabCare's earnings in its statement of operations. Included in
the loss for fiscal 1993 is a charge of approximately $6.7 million,
attributable to restructuring the organization, of which $1.2 million was
reclassified as asset writedowns during the fourth quarter. In fiscal 1993,
the Company recorded pretax charges of approximately $4.4 million primarily
associated with the write-down of property and equipment held for sale. Of
this amount, $3.4 million was a result of revaluing certain underperforming
assets that the Company had designated for disposition and the remaining $1.0
million was attributable to the write-down of other property and equipment to
net realizable value.

Operating revenues declined $17.6 million or 34% from fiscal 1993,
primarily as the result of the closure of four facilities during fiscal 1993,
the sale of a fifth facility and the decline in both admissions and length of
stay.

Operating expenses decreased by approximately $19.0 million or 37%,
primarily as a result of the closure of four facilities during fiscal 1993 and
the sale of a fifth. General and administrative expenses declined by
approximately $0.3 million or 5% in fiscal 1994 primarily as a result of
management's continued effort to reduce corporate overhead expenses. Interest
expense was reduced by $0.5 million or 30%, primarily as the result of the
paydown of senior secured debt by approximately $1.9 million with the proceeds
of asset sales. In addition, general and administrative expenses reflect a
credit of $0.8 million for fiscal 1993. This credit is the result of the
reduction of provisions for general and administrative expenses.

Equity in the earnings of unconsolidated affiliates was approximately
$0.4 million during fiscal 1993. No equity in the earnings of unconsolidated
affiliates was included in the Company's financial statements for fiscal 1994
(see Note 7-- "Investments in Unconsolidated Affiliates").

The Financial Accounting Standards Board ("FASB") has issued Statement
No. 109, "Accounting for Income Taxes". Effective June 1, 1993, the Company
adopted Statement No. 109 which changed the Company's method of accounting for
income taxes from the deferred method to the asset and liability method. The
change to Statement No. 109 had no cumulative effect on the financial
statements of the Company.

Freestanding Operations

Admissions in fiscal 1994 declined overall by 3,131 to 3,916 from 7,047
in fiscal 1993, an overall decline of 44%. Of this decline, 2,843 fewer
admissions were attributable to facilities which were closed or under contract
to be sold as of May 31, 1994. The remaining facilities ("same store", i.e.,
those operational during both fiscal years) experienced a 7% decrease in
admissions and a 11% decline in length of stay to 10.0 days, resulting in 21%
fewer patient days than the prior fiscal year. The decrease in "same store"
patient days was primarily due to Aurora Behavioral Health Hospital which
experienced a 16% decrease in admissions and a 53% decline in length of stay
which resulted in 60% fewer patient days in fiscal 1994 compared to the prior
fiscal year. This decline was primarily attributable to the termination during
fiscal 1993 of an acute psychiatric program specializing in dissociative
disorders. Patients in the dissociative disorder program traditionally have a
higher acuity requiring additional care and a longer length of stay. The
following table sets forth selected quarterly utilization data on a "same
store" basis:

16
<PAGE> 17
<TABLE>
<CAPTION>
Same Store Utilization
-------------------------------------------------------------------------------
Fiscal 1994 Fiscal 1993
------------------------------------- -------------------------------------
4th 3rd 2nd 1st 4th 3rd 2nd 1st
Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
---- ---- ---- ----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Admissions . . . . . . . . 1,011 955 996 954 1,019 914 1,058 1,213
Average length of stay . . 10 9.9 9.9 10 10.1 10.2 11.8 12.0
Patient days . . . . . . . 9,792 9,409 9,897 9,587 10,277 9,348 12,524 14,582
Average occupancy rate . . 30% 30% 31% 30% 32% 30% 40% 46%
</TABLE>

Overall operating revenue per patient day increased by 20% to $618 in
fiscal 1994 from fiscal 1993 and overall patient days declined 53% to 38,685,
resulting in a decrease of approximately $18.0 million, or 43%, in operating
revenues. In addition to the decrease caused by the sale and/or closure of
hospitals, the Company believes that the increasing role of HMOs, reduced
benefits from employers and indemnity companies, a greater number of
competitive beds and a shifting to outpatient programs are responsible for this
decline in patient days. In response to these factors the Company accelerated
the development of effective, lower cost outpatient, daycare, and partial
hospitalization programs in conjunction with its freestanding facilities, and
shifted its marketing activities toward developing relationships and contracts
with managed care and other organizations which pay for or broker such
services.

The following table illustrates the revenues in outpatient and daycare
programs offered by the freestanding facilities on a "same store" basis:

<TABLE>
<CAPTION>
Net Outpatient/Daycare Revenues
------------------------------------------------------------------------------
(Dollars in thousands)
Fiscal 1994 Fiscal 1993
------------------------------------ -------------------------------------
4th 3rd 2nd 1st 4th 3rd 2nd 1st
Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
---- ---- ---- ----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Facilities offering . . . . 6 6 6 6 6 6 6 6
Net outpatient/daycare
revenues . . . . . . . . $3,115 $2,546 $2,111 $1,965 $1,500 $988 $1,195 $1,539
% of total "same store"
net operating revenues . 48% 43% 37% 35% 29% 21% 17% 18%
</TABLE>

The Company recorded no asset write-downs during fiscal 1994 and $4.4
million in asset write-downs during fiscal 1993 primarily related to the
recognition of losses on facilities to be sold and revaluation of facilities
designated for disposition. These amounts include the estimated future
operating losses, selling costs and carrying costs of such facilities until
disposition at an assumed future point in time. To the extent that actual
costs and time required to dispose of the facilities differ from these
estimates, adjustments to the amount written-down may be required. Future
operating losses and carrying costs of such facilities will be charged back
directly to the carrying value of the respective assets held for sale. Because
chemical dependency treatment facilities are special purpose structures, their
resale value is negatively affected by the oversupply of beds resulting from
the diminished demand for inpatient treatment currently being experienced
throughout the industry. In the first quarter of 1993, one facility previously
designated for disposition was redesignated as continuing due to improved
operating performance. In the second quarter of fiscal 1993, eight facilities
previously designated for disposition were redesignated as continuing
operations. These facilities were redesignated upon the termination of the
sale/leaseback of properties to CMP Properties, Inc., a wholly-owned subsidiary
(see Note 5-- "Property and Equipment Held for Sale"). In the fourth quarter
of fiscal 1993, the Company closed four facilities which were listed for sale
and sold another one. Additionally, three facilities closed in the fourth
quarter of 1993, were sold during fiscal 1994. The Company currently has four
facilities listed for sale, of which one was closed in fiscal 1993, and the
other three in prior fiscal years. These facilities have been designated for
disposition because of their weak market positions relative to competitors and
limited prospects for generating an acceptable return on investment as an
operating property. The Company will continue to evaluate the performance of
all of these facilities in their respective markets, and, if circumstances
warrant, may increase or reduce the number of facilities designated for
disposition.

17
<PAGE> 18
Contract Operations

During fiscal 1994, patient days of service under CareUnit, Inc.
contracts declined by approximately 33% from 51,524 patient days to 34,464
patient days. This decline is attributable to the 5 units which were closed
during fiscal 1994, a decline in length of stay and managed care intervention.
Of the units closed, 1 contract was terminated by CareUnit, Inc. for poor
operating performance. The remaining 4 closures were terminated by the
contracting hospitals upon expiration of their term. The Company believes that
these non-renewals were influenced primarily by increased competition and
changes in reimbursement patterns by third-party payers. During fiscal 1994,
CareUnit, Inc. opened 3 new contracts.

The following table sets forth quarterly utilization data on a "same
store" basis:

<TABLE>
<CAPTION>
Same Store Utilization
-------------------------------------------------------------------------------
Fiscal 1994 Fiscal 1993
------------------------------------- -------------------------------------
4th 3rd 2nd 1st 4th 3rd 2nd 1st
Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
---- ---- ---- ----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Admissions . . . . . . . . 713 630 644 645 598 636 629 588
Average length of stay . . 7.8 6.9 7.4 7.6 7.7 8.0 8.9 8.7
Patient days . . . . . . . 5,733 4,955 5,375 5,591 5,697 5,856 6,426 6,439
Average occupancy rate . . 40% 36% 38% 39% 40% 42% 46% 45%
</TABLE>

Units which were operational for both fiscal years experienced a 7%
increase in admissions which combined with the decrease in length of stay
resulted in an 11% decline in utilization to 21,654 patient days. Since
average net revenue per patient day at these units increased by $19, net
inpatient operating revenues increased by 10% to $2.1 million. An additional
$0.6 million was generated by units closed during the fiscal year. Outpatient
revenues increased 11% in fiscal 1994.

The following table illustrates the revenues in outpatient and daycare
programs offered by eight contract units on a "same store" basis:

<TABLE>
<CAPTION>
Net Outpatient/Daycare Revenues
------------------------------------------------------------------------------
(Dollars in thousands)
Fiscal 1994 Fiscal 1993
------------------------------------ -------------------------------------
4th 3rd 2nd 1st 4th 3rd 2nd 1st
Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
---- ---- ---- ----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Facilities offering . . . . 8 8 8 8 8 8 8 8
Net outpatient/daycare
revenues . . . . . . . . $178 $160 $135 $153 $175 $146 $146 $134
% of total "same store"
net operating revenues . 13% 13% 10% 10% 10% 11% 9% 8%
</TABLE>

For units operational in both fiscal years, operating expenses
decreased less than 1%, which, combined with the increase in inpatient and
outpatient operating revenues, caused operating income at the unit level to
increase 10% from fiscal 1993. Consequently, overall unit operating income
increased to $0.8 million in fiscal 1994 from $0.7 million in fiscal 1993.

Managed Care Operations

During fiscal 1994, the number of covered lives increased by 33%. This
increase is attributable to new contracts added during fiscal 1994. AccessCare
distinguishes itself from its competition by being the "science-based" provider
of care and manages all clinical programs based upon proven treatment
technologies.

18
<PAGE> 19
In fiscal 1994, operating revenue increased 191% from fiscal 1993 due
to the fact that fiscal 1993 consisted of only five months. In addition,
AccessCare is a start-up venture and is in its growth stage. Operating
expenses increased 134% in fiscal 1994 also as a result that fiscal 1993
consisted of only five months and the expenses related to AccessCare's
expansion and development. Although AccessCare experienced an increase in
operating revenue during fiscal 1994, it was more than offset by the increase
in total operating expenses resulting in an increase in AccessCare's net
operating loss of 70% or $0.7 million from fiscal 1993.

RESULTS OF OPERATIONS - FISCAL 1993 (COMPARED WITH FISCAL 1992)

The Company incurred a loss of approximately $11.6 million or $0.53 per
share for the fiscal year ended May 31, 1993, which was a loss of $7.0 million
or $0.32 per share more than the $4.6 million or $0.21 per share loss incurred
in the prior fiscal year. The fiscal 1993 fourth quarter loss of $4.3 million
or $0.20 per share reflected a deterioration from the fourth quarter of the
prior fiscal year by $5.0 million or $0.23 per share.

Operating revenues declined $8.1 million or 14% from fiscal 1992,
primarily as the result of the closure of four facilities during fiscal 1993,
sale of a fifth facility, the decline in both admissions and length of stay and
the redesignation of facilities as continuing operations.

Operating expenses increased by approximately $12.1 million or 31%,
primarily as a result of the redesignation of facilities as continuing
operations, the expenses incurred in the development of psychiatric services at
the company's freestanding facilities and the start- up costs associated with
the development of its behavioral medicine managed care business. General and
administrative expenses declined by approximately $7.2 million or 56% in fiscal
1993 primarily as a result of management's continued effort to reduce corporate
overhead expenses. Interest expense was reduced by $2.1 million or 55%,
primarily as the result of the paydown of senior secured debt by approximately
$11.8 million with the proceeds of asset sales, the lowering of the prime
interest rate, and the reduction of interest expense attributable to the
Financial Security Plan (see Note 13-- "Employee Benefit Plans").

Equity in the earnings of unconsolidated affiliates improved by
approximately $.2 million during fiscal 1993, primarily as a result of the
termination of a joint venture from which the company reported losses of $1.1
million in fiscal 1992 (see Note 7-- "Investments in Unconsolidated
Affiliates").

LIQUIDITY AND CAPITAL RESOURCES

The Company's current assets at May 31, 1994 amounted to approximately
$15.1 million and current liabilities were approximately $14.7 million,
resulting in working capital of approximately $0.4 million and a current ratio
of 1:1. Included in current assets are four hospital facilities designated as
property and equipment held for sale with a total carrying value of $6.9
million. Should the Company be unable to complete the sales transactions during
fiscal 1995, the Company's working capital would be materially adversely
affected. The Company is seeking to sell these four hospital facilities during
fiscal 1995. The Company's primary use of working capital is to fund operating
losses while it seeks to restore profitability to certain of its freestanding
facilities and expand its behavioral medicine managed care business. The
Company had no senior secured debt at May 31, 1994.

19
<PAGE> 20
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES

YEARS ENDED MAY 31, 1994, 1993 AND 1992

NUMBER PAGE
- ------ ----
<S> <C>
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Consolidated Balance Sheets, May 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . 23
Consolidated Statements of Operations, Years Ended May 31, 1994, 1993 and 1992 . . . . . . . . . . 24
Consolidated Statements of Stockholders' Equity, Years Ended May 31, 1994, 1993 and 1992 . . . . . 25
Consolidated Statements of Cash Flows, Years Ended May 31, 1994, 1993 and 1992 . . . . . . . . . . 26
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Financial Statement Schedules:

V. Property and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
VI. Accumulated Depreciation and Amortization of Property and Equipment . . . . . . . . . . . . . 47
X. Supplementary Statements of Operations Information . . . . . . . . . . . . . . . . . . . . . . 48
</TABLE>

20
<PAGE> 21
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Comprehensive Care Corporation:

We have audited the accompanying consolidated balance sheets of
Comprehensive Care Corporation (a Delaware corporation) and subsidiaries as of
May 31, 1994 and 1993, and the related consolidated statements of operations,
stockholders' equity and cash flows for the years then ended. These
consolidated financial statements and the schedules referred to below are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements and schedules based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Comprehensive Care
Corporation and subsidiaries as of May 31, 1994 and 1993, and the results of
their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles.

As further discussed in Note 15, the Company is negotiating a settlement
with the Internal Revenue Service (IRS) regarding assessments of payroll taxes.
Management believes that adequate reserves have been provided for the
additional taxes to be assessed by the IRS. There can be no assurance,
however, that such reserves will be sufficient until a formal settlement is
reached.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 2 to the consolidated financial statements, the Company has incurred
significant recurring losses and negative cash flows from operations which
raises substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 2. The consolidated financial statements do not include any adjustments
that might result should the Company be unable to continue as a going concern.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The financial statement schedules V, VI
and X for the years ended May 31, 1994 and 1993, are presented for purposes of
complying with the Securities and Exchange Commission's rules and are not part
of the basic financial statements. These schedules have been subjected to the
auditing procedures applied in our audits of the basic financial statements
and, in our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

ARTHUR ANDERSEN & CO.

St. Louis, Missouri
August 22, 1994

21
<PAGE> 22
INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors
Comprehensive Care Corporation:

We have audited the accompanying statements of operations, stockholders'
equity and cash flows of Comprehensive Care Corporation and subsidiaries (the
"Company") for the year ended May 31, 1992. In connection with our audit of
the consolidated financial statements, we also have audited the related
financial statement schedules as listed in the accompanying index. These
consolidated financial statements and related financial statement schedules are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedules based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of Comprehensive Care
Corporation's operations and their cash flows for the year ended May 31, 1992,
in conformity with generally accepted accounting principles. Also in our
opinion, the related financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present
fairly, in all material respects, the information set forth therein.

As discussed in Note 15 to the consolidated financial statements, the
Company is currently undergoing a payroll tax audit by the Internal Revenue
Service ("IRS") for calendar years 1983 through 1991. The IRS asserted that
certain physicians and psychologists engaged as independent contractors by the
Company should have been treated as employees for payroll tax purposes and has
issued an assessment claiming additional taxes due on that basis. Management
believes that its treatment of the independent contractors is consistent with
IRS guidelines and established industry practice. Management has filed a
protest to the assessment and intends to defend vigorously the claims made by
the IRS related to this issue. Also, as discussed in Note 15 to the
consolidated financial statements, on August 15, 1991 the Company, along with
others, were named in a stockholder complaint filed in District Court related
to the terminated reorganization with First Hospital Corporation. Management
intends to defend vigorously the claims related to this issue. The ultimate
outcome of these matters cannot presently be determined. Accordingly, no
provision for any liability that may result upon resolution of these matters
has been recognized in the accompanying consolidated financial statements.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 2 to the consolidated financial statements, the Company incurred
significant recurring losses and has a substantial portion of its senior
secured debt due on November 15, 1992. The potential need for additional
financing to repay debt as it comes due and finance the Company's anticipated
working capital requirements during fiscal 1993 raises substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

KPMG Peat Marwick LLP

St. Louis, Missouri
August 27, 1992

22
<PAGE> 23

COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
MAY 31,
--------------------
1994 1993
---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C>
A S S E T S
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . $ 1,781 $ 1,126
Accounts and notes receivable, less allowance for
doubtful accounts of $5,729 and $8,217 . . . . . . . . . . . . 5,848 7,702
Property and equipment held for sale . . . . . . . . . . . . . . 6,939 8,254
Other current assets . . . . . . . . . . . . . . . . . . . . . . 508 1,896
------- ------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . 15,076 18,978
------ ------

Property and equipment, at cost . . . . . . . . . . . . . . . . . . . 29,326 31,432
Less accumulated depreciation and amortization . . . . . . . . . . . (13,338) (13,229)
------ ------
Net property and equipment . . . . . . . . . . . . . . . . . . . . . 15,988 18,203
------ ------
Property and equipment held for sale . . . . . . . . . . . . . . . . --- 7,098
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,162 2,689
------- ------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 33,226 $ 46,968
====== ======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities . . . . . . . . . . . . $ 13,776 $ 15,737
Current maturities of long-term debt . . . . . . . . . . . . . . 154 2,137
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . 734 666
------- -------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . 14,664 18,540
------ ------

Long-term debt, excluding current maturities . . . . . . . . . . . . 10,477 10,652
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 2,986 4,825
Commitments and contingencies (see Note 15)
Stockholders' equity:
Preferred stock, $50.00 par value; authorized 60,000 shares . . . --- ---
Common stock, $.10 par value; authorized 30,000,000 shares;
issued and outstanding 21,986,916 shares . . . . . . . . . . . 2,199 2,199
Additional paid-in capital . . . . . . . . . . . . . . . . . . . 37,883 37,883
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . (34,983) (27,131)
------ ------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . 5,099 12,951
------ ------
Total liabilities and stockholders' equity . . . . . . . . . . . . . $ 33,226 $ 46,968
====== ======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

23
<PAGE> 24
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
----------------------------
1994 1993 1992
---- ---- ----
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<S> <C> <C> <C>
Revenues and gains:
Operating revenues . . . . . . . . . . . . . . . . . $34,277 $51,847 $59,969
Gain on sale of RehabCare stock, net . . . . . . . . --- 13,114 17,683
Gain on Sovran settlement, net . . . . . . . . . . . --- 584 ---
Interest income . . . . . . . . . . . . . . . . . . . 50 69 336
Equity in earnings of unconsolidated affiliates . . . --- 384 168
-------- ------- -------
34,327 65,998 78,156
------ ------ ------

Costs and expenses:
Operating expenses . . . . . . . . . . . . . . . . . 31,875 50,924 38,810
General and administrative expenses . . . . . . . . . 5,455 5,754 12,946
Provision for doubtful accounts . . . . . . . . . . . 1,558 6,187 6,065
Depreciation and amortization . . . . . . . . . . . . 1,762 2,946 2,602
Loss on sale/write-down of assets . . . . . . . . . . --- 4,382 15,986
Interest expense . . . . . . . . . . . . . . . . . . 1,228 1,759 3,908
Other restructuring/nonrecurring expenses . . . . . . --- 5,452 2,152
-------- ------ ------
41,878 77,404 82,469
------ ------ ------

Loss before income taxes . . . . . . . . . . . . . . . . (7,551) (11,406) (4,313)

Provision for income taxes . . . . . . . . . . . . . . . 301 194 249
------ ------ ------

Net loss . . . . . . . . . . . . . . . . . . . . . . . . $(7,852) $(11,600) $(4,562)
===== ====== =====

Net loss per share . . . . . . . . . . . . . . . . . . . $(0.36) $(0.53) $(0.21)
==== ==== ====
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

24
<PAGE> 25
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON STOCK PAID-IN ACCUMULATED TREASURY STOCK STOCKHOLDER'S
SHARES AMOUNT CAPITAL DEFICIT SHARES AMOUNT EQUITY
------ ------ ------- ------- ------ ------ ------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, May 31, 1991 . . . . . 21,921 $2,192 $38,743 $(10,969) (80) $(990) $28,976
Net loss . . . . . . . . . --- --- --- (4,562) --- --- (4,562)
Shares issued from
treasury stock . . . . --- --- (597) --- 49 602 5
Retirement of treasury stock (31) (3) (385) --- 31 388 ---
Exercise of stock options . 17 2 20 --- --- --- 22
------ ------ ------- -------- ---- ----- -------
Balance, May 31, 1992 . . . . . 21,907 2,191 37,781 (15,531) --- --- 24,441
Net loss . . . . . . . . . --- --- --- (11,600) --- --- (11,600)
Exercise of stock options . 40 4 46 --- --- --- 50
Issuance of shares for the
purchase of Mental
Health Programs, Inc. 40 4 56 --- --- --- 60
------ ------ ------- -------- ---- ----- -------
Balance, May 31, 1993 . . . . . 21,987 2,199 37,883 (27,131) --- --- 12,951
Net loss . . . . . . . . . --- --- --- (7,852) --- --- (7,852)
------ ------ ------- -------- ---- ----- -------
Balance, May 31, 1994 . . . . . 21,987 $2,199 $37,883 $(34,983) --- $ --- $ 5,099
====== ====== ======= ======== ==== ===== =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

25
<PAGE> 26
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
--------------------------
1994 1993 1992
---- ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . $(7,852) $(11,600) $(4,562)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . 1,762 2,946 2,602
Provision for doubtful accounts . . . . . . . . . . . . . . . 1,558 6,187 6,065
Gain on sale of RehabCare stock, net . . . . . . . . . . . . . --- (13,114) (17,683)
Gain on Sovran settlement, net . . . . . . . . . . . . . . . . --- (584) ---
Loss on sale/write-down of assets . . . . . . . . . . . . . . 36 4,382 15,986
Carrying costs incurred on property and equipment
held for sale . . . . . . . . . . . . . . . . . . . . . . . (1,241) (1,330) (4,487)
Other restructuring/non-recurring expenses . . . . . . . . . . --- 5,452 ---
Equity in earnings of unconsolidated affiliates . . . . . . . --- (384) (168)
Decrease in refundable income taxes . . . . . . . . . . . . . --- --- 4,650
Decrease(increase) in accounts and notes receivable . . . . . 452 2,542 (3,554)
Decrease in accounts payable and accrued liabilities . . . . . (2,762) (4,927) (1,719)
Increase in income taxes payable . . . . . . . . . . . . . . . 68 --- ---
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . 818 278 (6,759)
------ ------ ------
Net cash used in operating activities . . . . . . . . . . . (7,161) (10,152) (9,629)
----- ------ ------

Cash flows from investing activities:
Proceeds from sale of property and equipment
(operating and held for sale) . . . . . . . . . . . . . . 10,357 3,489 4,700
Proceeds from the sale of RehabCare stock . . . . . . . . . . --- 18,825 20,553
Proceeds from Sovran settlement, net . . . . . . . . . . . . . --- 584 ---
Additions to property and equipment, net . . . . . . . . . . . (383) (474) (726)
Purchase of operating entity . . . . . . . . . . . . . . . . . --- (75) (750)
Distributions from joint ventures . . . . . . . . . . . . . . --- --- 50
-------- -------- -------
Net cash provided by investing activities . . . . . . . . . 9,974 22,349 23,827
------ ------ ------

Cash flows from financing activities:
Repayment of debt . . . . . . . . . . . . . . . . . . . . . . (2,158) (11,835) (17,071)
Bank and other (repayments)borrowings . . . . . . . . . . . . --- (1,266) 1,266
Exercise of stock options . . . . . . . . . . . . . . . . . . --- 50 22
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . --- --- 5
------- -------- -------
Net cash used in financing activities . . . . . . . . . . . (2,158) (13,051) (15,778)
----- ------ ------

Net increase(decrease) in cash and cash equivalents . . . . . . . 655 (854) (1,580)
Cash and cash equivalents at beginning of year . . . . . . . . . 1,126 1,980 3,560
----- ------ ------
Cash and cash equivalents at end of year . . . . . . . . . . . . $ 1,781 $ 1,126 $ 1,980
====== ====== ======

Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,302 $ 2,050 $ 4,237
====== ====== ======
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . $ 233 $ 338 $ 135
====== ====== ======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

26
<PAGE> 27
COMPREHENSIVE CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1993 AND 1992

NOTE 1-- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements include the accounts of
Comprehensive Care Corporation (the "Company") and its subsidiaries. All
significant intercompany accounts and transactions have been eliminated in
consolidation.

The Company's consolidated financial statements are presented on the
basis that it is a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. The
continuation of the Company's business is dependent upon the resolution of
operating and short-term liquidity problems (see Note 2-- "Operating Losses
and Liquidity").

Revenue Recognition

Approximately 66%, 88% and 91% of the Company's operating revenues were
received from private sources in fiscal 1994, 1993 and 1992, respectively. The
remainder is received from Medicare, Medicaid and other governmental programs.
The latter are programs which provide for payments at rates generally less than
established billing rates. Payments are subject to audit by intermediaries
administering these programs. Revenues from these programs are recorded under
reimbursement principles applicable to each of the programs. Although
management believes estimated provisions currently recorded properly reflect
these revenues, any differences between final settlement and these estimated
provisions are reflected in operating revenues in the year finalized.

Property and Equipment

Depreciation and amortization of property and equipment are computed on
the straight-line method over the estimated useful lives of the related assets,
principally: buildings and improvements -- 5 to 40 years; furniture and
equipment -- 3 to 12 years; leasehold improvements -- life of lease or life of
asset, whichever is less. Property and equipment is carried at estimated net
realizable value.

Property and Equipment Held for Sale

Property and equipment held for sale represents net assets of certain
freestanding facilities and other properties that the Company intends to sell,
and is carried at estimated net realizable value. Net realizable value has
been reduced by the estimated operating and selling costs of these facilities
through their expected disposal dates.

Property and equipment held for sale, which are expected to be sold in
the next fiscal year, are shown as current assets on the consolidated balance
sheets. Gains and losses on facilities sold are recorded as an adjustment to
the remaining property values until all facilities are sold.

Intangible Assets

Intangible assets include costs in excess of fair value of net assets
of businesses purchased (goodwill), licenses, and similar rights. Costs in
excess of net assets purchased are amortized over 20 to 25 years. The costs of
other intangible assets are amortized over the period of benefit. The amounts
in the consolidated balance sheets are net of accumulated amortization of
goodwill of $652,000 and $536,000 at May 31, 1994 and 1993, respectively.

27
<PAGE> 28
COMPREHENSIVE CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1993 AND 1992

Deferred Contract Costs

The Company has entered into contracts with independent general
hospitals whereby it will provide services in excess of the standard agreement.
In recognition of the hospitals' long-term commitment, the Company has paid
certain amounts to them. These amounts may be used by the hospitals for
capital improvements or as otherwise determined by the hospital. The Company
is entitled to a prorata refund in the event that the hospital terminates the
contract before its scheduled termination date; accordingly, these amounts are
charged to expense over the life of the contract.

Cash and Cash Equivalents

Cash in excess of daily requirements is invested in short-term
investments with original maturities of three months or less. Such investments
are deemed to be cash equivalents for purposes of the consolidated statements
of cash flows. Included in cash are short-term investments of $1,294,000 and
$228,000 at May 31, 1994 and 1993, respectively.

Income Taxes

Effective June 1, 1993, the Company adopted Financial Accounting
Standards Board ("FASB") Statement No. 109, "Accounting for Income Taxes" on a
prospective basis. Prior to this date, the Company accounted for income taxes
under APB 11. Statement No. 109 changed the Company's method of accounting
for income taxes from the deferred method required under APB 11 to the asset
and liability method. Under the deferred method, annual income tax expense is
matched with pretax accounting income by providing deferred taxes at current
tax rates for timing differences between the determination of net earnings for
financial reporting and tax purposes. The objective of the asset and liability
method is to establish deferred tax assets and liabilities for the temporary
differences between the financial reporting basis and the tax basis of the
Company's assets and liabilities at enacted tax rates expected to be in effect
when such amounts are realized or settled. The change to Statement No. 109 had
no cumulative effect on the financial statements of the Company as a result of
recording a valuation allowance.

Charity Care

The Company provides charity care to patients who meet certain criteria
under its charity care policy without charge or at amounts less than its
established rates. Corporate policy allows for charity when appropriate which
must be prearranged and the patient must meet applicable federal and/or state
poverty guidelines. The Company will not pursue collection of charity
accounts. Charity charges foregone, based upon established rates, were less
than 1% of the Company's operating revenues for fiscal 1994 and 1993.

Loss Per Share

Primary and fully diluted loss per common and common equivalent share
have been computed by dividing net loss by the weighted average number of
common shares outstanding during the period. During fiscal 1994, 1993 and
1992, the convertible subordinated debentures had an antidilutive impact on
loss per share and, accordingly, were excluded from the computation.

The weighted average number of common and common equivalent shares used
to calculate loss per share was 21,987,000, 21,957,000 and 21,900,000 for the
years ended May 31, 1994, 1993 and 1992, respectively.

28
<PAGE> 29
COMPREHENSIVE CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1993 AND 1992

Reclassifications

Certain prior year amounts have been reclassified to conform with the
current year's presentation.

NOTE 2-- OPERATING LOSSES AND LIQUIDITY

The Company incurred losses before income taxes totaling approximately
$7.6 million for the year ended May 31, 1994, which was principally a result of
poor utilization of its freestanding facilities and behavioral medicine
contracts and the development and expansion of its behavioral medicine managed
care business.

In response to these continuing losses, the Company has taken steps to
bring expenses in line with revenues by reducing staff, closure and disposition
of various freestanding facilities and other cost cutting measures. If
utilization at particular facilities continues to deteriorate such that
anticipated reductions in operating losses are not achieved, those facilities
will also be considered for closure and disposition. The Company recorded no
asset writedowns during fiscal 1994 and $4.4 million in asset write-downs
during fiscal 1993 primarily related to the recognition of losses on facilities
to be sold and revaluation of facilities designated for disposition. These
amounts include the estimated future operating losses, selling costs and
carrying costs of such facilities until disposition at an assumed future point
in time. To the extent that actual costs and time required to dispose of the
facilities differ from these estimates, adjustments to the amount written-down
may be required. Future operating losses and carrying costs of such facilities
will be charged back directly to the carrying value of the respective assets
held for sale. Because chemical dependency treatment facilities are special
purpose structures, their resale value is negatively affected by the oversupply
of beds resulting from the diminished demand for inpatient treatment currently
being experienced throughout the industry. In the second quarter of 1993, the
Company redesignated various facilities as continuing operations and in the
fourth quarter of 1993, closed four facilities, incurring significant operating
losses. During fiscal 1994, none of the Company's remaining six operating
facilities were designated for disposition.

The Company's current assets at May 31, 1994, amounted to approximately
$15.1 million and current liabilities were approximately $14.7 million,
resulting in working capital of approximately $0.4 million and a current ratio
of 1:1. Included in current assets are four hospital facilities and two other
properties designated as property and equipment held for sale with a total
carrying value of $6.9 million. The Company sold three facilities during
fiscal 1994 and is seeking to sell the remaining facilities and properties
during fiscal 1995. Should the Company be unable to complete the sale
transactions during fiscal 1995, the Company's working capital would be
materially adversely affected. The Company's primary use of working capital is
to fund operating losses while it seeks to restore profitability to certain of
its freestanding facilities and expand its behavioral medicine managed care
business.

NOTE 3-- ACQUISITIONS AND DISPOSITIONS

On July 3, 1991, RehabCare, a wholly-owned subsidiary of the Company as
of May 31, 1991, and the Company completed an initial public offering of
2,500,000 shares of RehabCare common stock. Of the total shares sold to the
public, 1,700,000 shares were sold by the Company and 800,000 shares were new
shares issued by RehabCare. Net proceeds to the Company totaled approximately
$20.6 million, of which approximately $11.3 million was used to pay a portion
of the Company's senior secured debt. A gain of approximately $18 million on
the sale of the RehabCare shares was recorded in the Company's consolidated
statement of operations for the first quarter of fiscal 1992. The Company's
remaining 48% interest (2,300,000 shares) in RehabCare was accounted for on the
equity method (see Note 7-- "Investments in Unconsolidated Affiliates"). The
Company sold its remaining 48% interest in RehabCare to RehabCare during fiscal
1993 and a gain of approximately $13.1 million was recorded in the Company's
consolidated statement of operations for the second quarter of 1993. Net
proceeds

29
<PAGE> 30
COMPREHENSIVE CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1993 AND 1992

to the Company totaled $18.8 million which were used for the paydown of a
portion of senior secured debt, short-term borrowings, and to fund working
capital.

In November 1991, the Company sold its CareUnit Hospital of Orange
which closed in February 1991. In February 1992, the Company sold its
long-term care facility in Tustin, California as an operating facility.

In December 1992, the Company purchased Mental Health Programs, Inc.
based in Tampa, Florida, from the former owner. The Company has changed the
name to AccessCare, Inc. The terms of the purchase included a payment of
$75,000, issuance of 40,000 shares of the Company's common stock, an employment
agreement, a stock option agreement and the assumption of bank debt from the
former owner. Both the stock option and employment agreements and the release
of the former owner as guarantor of the bank debt are contingent upon the
continued employment of the former owner with the Company. In July 1993, the
Company terminated the employment agreement and is currently in litigation with
the former owner. In connection with this acquisition, the Company recorded
goodwill of approximately $829,000.

In October 1992, the Company's wholly-owned subsidiary, Starting Point,
Inc., entered into a joint operating agreement with Century HealthCare of
California to manage Newport Harbor Psychiatric Hospital, a 68-bed adolescent
psychiatric facility and Starting Point, Orange County, a 70-bed adult
psychiatric facility. The Company has an 80% interest in this venture. This
agreement was mutually dissolved on February 28, 1993. A pretax loss of
approximately $0.1 million and $1.1 million, net of minority interest, was
included in the consolidated financial statements for the years ended May 31,
1994 and 1993, respectively.

On April 5, 1993, the Company sold its CareUnit Hospital of Nevada.
Proceeds from the sale were utilized to reduce the Company's senior secured
debt and the remainder was used for working capital purposes. On July 1, 1993,
the Company sold its CareUnit Hospital of Albuquerque and on October 1, 1993,
sold its CareUnit Hospital of South Florida/Tampa. Proceeds from both of these
sales were utilized to reduce the Company's senior secured debt and the
remainder was utilized for working capital purposes. On December 10, 1993, the
Company sold its CareUnit Hospital of Coral Springs. Proceeds from the sale
were utilized for working capital purposes. In April 1994, the Company sold a
material portion of its publishing business. Proceeds from the sale will be
used for working capital purposes.

NOTE 4-- ACCOUNTS AND NOTES RECEIVABLE

There were no current notes receivable as of May 31, 1994. Current
notes receivable were $215,000 at May 31, 1993. The following table summarizes
changes in the Company's allowance for doubtful accounts and contractual
adjustments for the years ended May 31, 1994, 1993 and 1992:

<TABLE>
<CAPTION>
ADDITIONS CHARGED TO
--------------------
BALANCE AT RESERVE FOR BALANCE AT
BEGINNING CLOSED END OF
OF YEAR EXPENSE FACILITIES RECOVERIES OTHER YEAR
------- ------- ---------- ---------- ----- ----
(DOLLARS IN THOUSANDS)

<S> <C> <C> <C> <C> <C> <C>
Year ended May 31, 1994 . . . $ 8,217 $1,558 $ 76 $2,283 $ (6,405) $ 5,729
Year ended May 31, 1993 . . . 10,882 6,187 381 3,518 (12,751) 8,217
Year ended May 31, 1992 . . . 8,714 6,065 2,777 3,815 (10,489) 10,882
</TABLE>

30
<PAGE> 31
COMPREHENSIVE CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1993 AND 1992

During fiscal 1993, the Company fully implemented its current write-off
and reserve policy whereby all accounts past a certain aging category or
otherwise deemed by management to be uncollectible are written-off and recorded
as bad debt expense. Any recoveries are netted against expense. Other
represents the effect of the write-off of accounts net of the change in the
allowance for contractual adjustments.

NOTE 5-- PROPERTY AND EQUIPMENT HELD FOR SALE

The Company has decided to dispose of certain freestanding facilities
and other assets (see Note 2-- "Operating Losses and Liquidity"). Property and
equipment held for sale, consisting of land, building, equipment and other
fixed assets with an historical net book value of approximately $23.3 million
and $38.2 million at May 31, 1994 and 1993, respectively, is carried at
estimated net realizable value of approximately $6.9 million and $15.4 million
at May 31, 1994 and 1993, respectively. In fiscal 1993 and 1992, aggregate
losses were recorded totaling approximately $3.7 million and $15.2 million,
respectively, to reflect these assets at estimated net realizable value and
are included in loss on sale/write-down of assets in the consolidated
statements of operations. Operating revenues and operating expenses of the
facilities designated for disposition were approximately $0.1 million and $1.3
million, respectively, for the year ended May 31, 1994, and $0.8 million and
$2.1 million, respectively, for the year ended May 31, 1993. In addition,
$1,000,000 was reclassified to property and equipment during fiscal 1994 to
adjust property to its estimated fair market value.

A summary of the transactions affecting the carrying value of property
and equipment held for sale is as follows:

<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
----------------------------------
1994 1993 1992
---- ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . $15,352 $35,568 $21,496

Designation of facilities as property and equipment held for sale --- 10,977 29,456
Proceeds from sale of assets . . . . . . . . . . . . . . . . . . (9,806) --- (4,700)
Carrying costs incurred during phase-out period . . . . . . . . . 1,241 1,330 4,487
Loss on sale/write-down of facilities . . . . . . . . . . . . . . --- (3,670) (15,171)
Redesignation of facilities as continuing operations . . . . . . --- (28,853) ---
Reclassification to property and equipment . . . . . . . . . . . 1,000 --- ---
Other costs incurred upon sale of assets . . . . . . . . . . . . (848) --- ---
------- -------- --------
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,939 $15,352 $35,568
====== ====== ======
</TABLE>

Property and equipment held for sale at May 31, 1992 included certain
hospitals which were proposed for inclusion in sale/leaseback transactions and
were carried at estimated net realizable value totaling $27.8 million. In
early fiscal 1993, the Company had expected to sell certain freestanding
facilities to CMP Properties, Inc. and lease them back. The facilities
expected to be sold and leased back were carried at estimated net realizable
value which had been reduced for estimated selling costs for these facilities.
On October 28, 1992, the board of directors of the Company terminated its plans
for the public offering of shares of common stock of its wholly owned
subsidiary CMP Properties, Inc. As a result, the proposed sale of hospitals to
CMP Properties subject to leaseback to the Company was not completed, and the
properties which were to be part of the transaction and were designated as
assets held for sale were reclassified during the second quarter as property
and equipment. In connection with this proposed transaction, the Company
advanced $1.1 million to a former consultant which was to be returned in the
event the transaction was terminated. These advances were to be secured by the
common stock of an unrelated company and were classified as accounts receivable
at May 31, 1993. The shares of common stock pledged were

31
<PAGE> 32
COMPREHENSIVE CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1993 AND 1992

purported to be in the possession of the Company's former legal counsel as
collateral for the advances, but were not provided to the Company when the
transaction was terminated. The Company is currently in litigation with the
former consultant and legal firm to recover the advances and has no receivable
recorded as of May 31, 1994.

NOTE 6-- PROPERTY AND EQUIPMENT

Property and equipment, at cost, consists of the following:
<TABLE>
<CAPTION>
AS OF MAY 31,
-------------
1994 1993
---- ----
(DOLLARS IN THOUSANDS)

<S> <C> <C>
Land and improvements . . . . . . . . . . . . . . . . . . . . . . $ 4,063 $ 4,117
Buildings and improvements . . . . . . . . . . . . . . . . . . . 18,192 19,209
Furniture and equipment . . . . . . . . . . . . . . . . . . . . . 4,817 5,866
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . 1,365 1,364
Capitalized leases . . . . . . . . . . . . . . . . . . . . . . . 889 876
------- ------
$29,326 $31,432
====== ======
</TABLE>

Included in property and equipment are writedowns to net realizable
value totaling $4,631,700 and $3,490,000 as of May 31, 1994 and 1993,
respectively.

NOTE 7-- INVESTMENTS IN UNCONSOLIDATED AFFILIATES

The Company has a 50% interest in a joint venture partnership with
another corporation for the purpose of operating two hospitals. Under the
terms of the joint venture agreement, the Company managed Crossroads Hospital
and its partner managed Woodview-Calabasas Hospital. Each of the partners in
the joint venture received a management fee for the hospital it managed. The
Company is currently in negotiation to dissolve this joint venture retroactive
to December 1991. The Company retained the hospital it managed and its partner
retained the other. The results of operations of the hospital retained have
been included in the consolidated financial statements beginning January 1,
1992. Crossroads Hospital continued to be managed by the Company although it
was closed in August 1992, and was subleased through the remaining term of the
lease which expired in September 1993. Woodview-Calabasas Hospital continues
to be managed by its joint-venture partner although it was closed in April
1993.

The Company has a 50% interest in a joint venture agreement with a
subsidiary of HealthOne Corporation (formerly The Health Central System). The
joint venture owned and operated Golden Valley Health Center, a behavioral
medicine facility located in a suburb of Minneapolis, Minnesota, which was sold
in fiscal 1989. The Company serves as managing partner of the joint venture,
which holds a promissory note from the purchaser of the facility in the amount
of $2.5 million. The purchaser was forced into receivership in January 1992
and was dissolved during fiscal 1994. The Company did not receive any proceeds
from this dissolution. In fiscal 1991, the Company recorded its respective
loss as a result of the uncollectability of the promissory note.

As of May 31, 1993, the Company no longer had any interest in the
outstanding common stock of RehabCare (a wholly-owned subsidiary prior to its
initial public offering which was completed on July 3, 1991) which was
previously carried on the equity method (see Note 3-- "Acquisitions and
Dispositions"). Earnings related to the Company's ownership in RehabCare
amounted to $384,000 and $1,224,000 for the years ended May 31, 1993 and 1992,
respectively. Carrying value, cost and market value of the Company's remaining
investment in RehabCare was $4.0, $3.1 and $19.6 million, respectively, at May
31, 1992. The condensed combined operating

32
<PAGE> 33
COMPREHENSIVE CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1993 AND 1992

results of affiliates for fiscal 1993 and 1992 include the results of RehabCare
subsequent to July 3, 1991 through the sale of the Company's remaining interest
in November 1992.

The Company reported its interest in these affiliates on the equity
method. The condensed combined operating results of affiliates are as follows:

<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
---------------------------
1994 1993 1992
---- ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . $ --- $11,928 $47,854
Costs and expenses:
Operating, general and administrative . . . . . . . . . . . --- 10,536 45,500
Depreciation and amortization . . . . . . . . . . . . . . . --- 148 559
------ ------ ------
--- 10,684 46,059
------ ------ ------
Earnings before income taxes . . . . . . . . . . . . . . . . . --- 1,244 1,795
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . --- 443 1,360
------ ------ ------
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . $ --- $ 801 $ 435
====== ====== ======
</TABLE>

NOTE 8-- OTHER ASSETS

Other assets consist of the following:
<TABLE>
<CAPTION>
AS OF MAY 31,
-------------
1994 1993
---- ----
(DOLLARS IN THOUSANDS)

<S> <C> <C>
Intangible assets, net . . . . . . . . . . . . . . . . . . . . $1,762 $1,877
Deferred contract costs, net . . . . . . . . . . . . . . . . . 81 142
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 319 670
----- -----
$2,162 $2,689
===== =====
</TABLE>

NOTE 9-- ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following:
<TABLE>
<CAPTION>
AS OF MAY 31,
-------------
1994 1993
---- ----
(DOLLARS IN THOUSANDS)

<S> <C> <C>
Accounts payable and accrued liabilities . . . . . . . . . . . $9,132 $10,266
Accrued salaries and wages . . . . . . . . . . . . . . . . . . 1,140 1,527
Accrued vacation . . . . . . . . . . . . . . . . . . . . . . . 576 628
Accrued legal . . . . . . . . . . . . . . . . . . . . . . . . . 353 1,034
Payable to third-party intermediaries . . . . . . . . . . . . . 1,751 852
Deferred compensation and severance . . . . . . . . . . . . . . 824 1,430
------- -------
$13,776 $15,737
====== ======
</TABLE>

33
<PAGE> 34
COMPREHENSIVE CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1993 AND 1992

NOTE 10-- LONG-TERM DEBT AND SHORT-TERM BORROWINGS

Long-term debt consists of the following:
<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
------------------
1994 1993
---- ----
(DOLLARS IN THOUSANDS)

<S> <C> <C>
Senior secured debt:
Senior secured notes, bearing interest at 11.4%, payable semiannually,
maturing in 1995 (b)(c) . . . . . . . . . . . . . . . . . . $ --- $ 1,944
------- ------
--- 1,944
9% to 10% notes, payable in monthly installments with maturity
dates through 1995, collateralized by real and personal
property having a net book value of $4,886 . . . . . . . . . . 41 96
7.5% convertible subordinated debentures due 2010 (a) . . . . . . . 9,538 9,538
Capital lease obligations . . . . . . . . . . . . . . . . . . . . . 740 780
Bank debt, interest and principal payable in monthly installments
maturing in August 1997, collateralized by the trust of the
former owner (d) . . . . . . . . . . . . . . . . . . . . . . . 312 408
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . --- 23
-------- -------
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . 10,631 12,789

Less current maturities of long-term debt . . . . . . . . . . . . . 154 2,137
------- ------
Long-term debt, excluding current maturities . . . . . . . . . . . $10,477 $10,652
====== ======
</TABLE>

As of May 31, 1994, aggregate annual maturities of long-term debt for
the next five years (in accordance with stated maturities of the respective
loan agreements) are approximately $154,000 in 1995, $614,000 in 1996, $578,000
in 1997, $488,000 in 1998 and $449,000 in 1999.

In March 1992, to fund operations, the Company obtained approximately
$1.3 million in short-term borrowings secured by accounts and notes receivable
of CareUnit, Inc., bearing interest at 12% per annum, and due August 31, 1992.
The Company paid the principal and interest with the proceeds from the sale of
RehabCare stock.

The Company had no revolving loan or short-term borrowings during
fiscal 1994. The maximum amount outstanding on the revolving loan and
short-term borrowings was approximately $4.2 million during the years ended May
31, 1993 and 1992. The average amount outstanding of such borrowings, based
upon an average of month-end balances for periods when the Company had such
debt outstanding, was $2.2 million and $3.2 million during the years ended May
31, 1993 and 1992, respectively. Weighted average interest rates for
short-term borrowings were 7.54% and 8.63% for the years ended May 31, 1993 and
1992, respectively.

(a) In April 1985, the Company issued $46 million in convertible
subordinated debentures. These debentures require that the Company make semi-
annual interest payments in April and October at an interest rate of 7.5%. The
debentures are due in 2010 but may be converted to common stock of the Company
at the option of the holder at a conversion price of $25.97 per share, subject
to adjustment in certain events. The debentures are also redeemable at the
option of the Company in certain circumstances. Mandatory annual sinking fund
payments sufficient to retire 5% of the aggregate principal amount of the
debentures are required to be made on each April 15 commencing in April 1996 to
and including April 15, 2009. During fiscal 1991, holders of approximately

34
<PAGE> 35
COMPREHENSIVE CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1993 AND 1992

$36.5 million debentures voluntarily converted their debentures into 11,667,200
shares of common stock at a temporarily reduced conversion price.

(b) In July 1988, the Company and two subsidiaries of the Company
issued $20 million in senior secured notes to a group of insurance companies.
The notes were originally secured by three of the Company's freestanding
facilities. See also note (c) below. Performance of the subsidiaries'
obligations under the notes is guaranteed by the Company. The notes originally
provided for the payment of interest at a fixed rate of 10.5% per annum. The
notes require principal payments in five equal annual installments beginning on
August 1, 1991, the first of which was prepaid in July 1990. Interest on the
unpaid balance was payable semi-annually commencing February 1, 1989. From May
1990 to July 1992, the Company entered into several amendments to the trust
indenture which changed certain restrictive covenants, collateral provisions,
maturity dates and interest rates. The Company paid $5.5 million and $1.3
million with the proceeds of the sale of RehabCare stock on September 30, 1992
and November 13, 1992, respectively. The remaining balance at May 31, 1993
totaled $1.9 million, of which $0.6 million was paid on July 1, 1993, $0.6
million was paid on August 1, 1993 and the remaining balance was paid on
October 1, 1993.

(c) On May 3, 1990, the Company entered into a Collateral Trust
Agreement for the benefit of the holders of the Company's senior secured debt,
that is, the banks, the insurance companies and the revenue bondholder. Under
this agreement, substantially all the Company's assets not previously pledged
were pledged as additional collateral to secure the senior indebtedness.
Substantially all the proceeds resulting from a sale of any of the pledged
assets was used to repay senior indebtedness.

(d) On December 30, 1992, the Company assumed approximately $456,000
in bank debt with the purchase of Mental Health Programs, Inc. (see Note
3--"Acquisition and Dispositions"). The note is secured and guaranteed by the
trust of the former owner of Mental Health Programs, Inc. The release of
collateral and guarantee are contingent upon continued employment of the former
owner with the Company. The note is payable at $8,000 per month with the
balance due on August 31, 1997. Interest is at prime plus 1.5%.

NOTE 11-- LEASE COMMITMENTS

The Company leases certain facilities, furniture and equipment. The
facility leases contain escalation clauses based on the Consumer Price Index
and provisions for payment of real estate taxes, insurance, maintenance and
repair expenses. Total rental expenses for all operating leases are as
follows:

<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
------------------------------
1994 1993 1992
---- ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Minimum rentals . . . . . . . . . . . . . . . . . . . . . . $1,342 $1,257 $1,393
Contingent rentals . . . . . . . . . . . . . . . . . . . . --- 15 59
------- ----- -----
Total rentals . . . . . . . . . . . . . . . . . . . . . . . $1,342 $1,272 $1,452
===== ===== =====
</TABLE>

Assets under capital leases are capitalized using interest rates
appropriate at the inception of each lease; contingent rents associated with
capital leases in fiscal 1994, 1993 and 1992 were $61,000, $60,000 and $60,000,
respectively. The net book value of capital leases at May 31, 1994 and 1993
was $567,000 and $580,000, respectively.

35
<PAGE> 36
COMPREHENSIVE CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1993 AND 1992

Future minimum payments, by year and in the aggregate, under capital
leases and noncancellable operating leases with initial or remaining terms of
one year or more consist of the following at May 31, 1994:

<TABLE>
<CAPTION>
CAPITAL OPERATING
FISCAL YEAR LEASES LEASES
----------- ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 167 $ 719
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138 359
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132 263
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132 7
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132 ---
Later years . . . . . . . . . . . . . . . . . . . . . . . . . . . 902 ---
----- -------
Total minimum lease payments . . . . . . . . . . . . . . . . . . . $1,603 $1,348
=====
Less amounts representing interest . . . . . . . . . . . . . . . . 863
-----
Present value of net minimum lease payments . . . . . . . . . . . $ 740
=====
</TABLE>

NOTE 12-- INCOME TAXES

Provision for income taxes consist of the following:
<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
---------------------------
1994 1993 1992
---- ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . $ --- $ --- $139
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . 301 194 110
--- --- ---
$301 $194 $249
=== === ====
</TABLE>

A reconciliation between benefit from income taxes and the amount
computed by applying the statutory Federal income tax rate (34%) to loss before
income taxes is as follows:

<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
---------------------------
1994 1993 1992
---- ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Benefit from income taxes at the statutory tax rate . . . . . . . . $(2,567) $(3,878) $(1,466)
State income taxes, net of federal tax benefit . . . . . . . . . . 199 128 73
Amortization of intangible assets . . . . . . . . . . . . . . . . . 38 30 23
Tax effect of net operating loss . . . . . . . . . . . . . . . . . 2,607 3,888 1,459
Alternative minimum tax expense in excess of regular
tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . --- --- 139
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 26 21
------ ------ ------
$ 301 $ 194 $ 249
===== ===== =====
</TABLE>

36
<PAGE> 37
COMPREHENSIVE CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1993 AND 1992

Deferred income taxes represent the tax effect related to recording
revenue and expense items that are reported in different years for financial
reporting purposes and income tax purposes. Significant components of the
Company's deferred tax liabilities and assets are comprised of the following as
of May 31, 1994 (dollars in thousands):

<TABLE>
<S> <C>
Deferred Tax Assets:
Net operating loss carryforward . . . . . . . . . $ 14,968
Restructuring/non-recurring costs . . . . . . . . 9,418
Bad debt expense . . . . . . . . . . . . . . . . 568
Employee benefits and options . . . . . . . . . . 663
Other, net . . . . . . . . . . . . . . . . . . . 2,185
--------
Total Deferred Tax Assets . . . . . . . . . 27,802
Valuation Allowance . . . . . . . . . . . . . . . (24,404)
--------
Net Deferred Tax Assets . . . . . . . . . . 3,398
--------
Deferred Tax Liabilities:
Depreciation . . . . . . . . . . . . . . . . . . (2,929)
Cash to accrual differences . . . . . . . . . . . (469)
--------
Total Deferred Tax Liabilities . . . . . . . (3,398)
--------
Net Deferred Tax Assets . . . . . . . . . . . . . . . $ ---
========
</TABLE>

The Company is subject to alternative minimum tax ("AMT") at a 20% rate
on alternative minimum taxable income which is determined by making statutory
adjustments to the Company's regular taxable income. Net operating loss
carryforwards may be used to offset only 90% of the Company's alternative
minimum taxable income. The Company expensed federal income tax of $139,000 in
1992 and this amount is expected to be offset against another federal income
tax liability relating to an AMT liability on earlier years (see Note 15--
"Commitments and Contingencies"). The Company will be allowed a credit
carryover of $666,000 against regular tax in the event that regular tax
expense exceeds the alternative minimum tax expense (see Note 15-- "Commitments
and Contingencies").

At May 31, 1994, the Company has net operating loss carryforwards of
approximately $67 million for financial reporting purposes. For tax purposes,
the Company has operating loss carryforwards of approximately $39 million
which expire in 2006 through 2009. All benefits from recoverable Federal
income taxes paid in prior years (tax carrybacks) were recognized as of May 31,
1990. No further tax carrybacks are available.

NOTE 13-- EMPLOYEE BENEFIT PLANS

The Company had deferred compensation plans ("Financial Security
Plans") for its key executives and medical directors. Under provisions of
these plans, participants elected to defer receipt of a portion of their
compensation to future periods. Upon separation from the Company, participants
received payouts of their deferred compensation balances over periods from five
to fifteen years. Effective January 1, 1989, participants were not offered the
opportunity to defer compensation to future periods. In June 1992, the Company
terminated the plan and placed the remaining participants on 5-year payments.
The consolidated balance sheet as of May 31, 1994 reflects the present value of
the obligation to the participants under the plan of $924,000.

The Company has a 401(k) Plan, which is a defined contribution plan
qualified under Section 401(k) of the Internal Revenue Code, for the benefit of
its eligible employees. All full-time and part-time employees who have
attained the age of 21 and have completed six consecutive months of employment
are eligible to participate in the plan. Effective June 1, 1994, eligibility
was modified to one year of employment and a minimum of twenty

37
<PAGE> 38
COMPREHENSIVE CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1993 AND 1992

(20) regular scheduled hours per week. Each participant may contribute from 2%
to 15% of his or her compensation to the plan subject to limitations on the
highly compensated employees to ensure the plan is non-discriminatory. The
Company made approximately $20,000 and $9,000 in contributions to the Plan in
fiscal 1994 and 1993, respectively. The Company did not make any matching
contributions to the plan in fiscal year 1992.

NOTE 14-- STOCKHOLDERS' EQUITY

The Company is authorized to issue 60,000 shares of preferred stock
with a par value of $50 per share. No preferred shares have been issued.

The Company has a 1988 Incentive Stock Option Plan and a 1988
Nonstatutory Stock Option Plan (the "1988 Plans"). Options granted under the
1988 Incentive Stock Option Plan are intended to qualify as incentive stock
options ("ISOs") under Section 422 of the Internal Revenue Code. In fiscal
1992, the 1988 Incentive Stock Option Plan and 1988 Nonstatutory Stock Option
Plan were amended to increase the total number of shares reserved for issuance
under the plans and to expand the class of eligible persons under the
nonstatutory plan to include advisors and consultants. Options granted under
the 1988 Nonstatutory Stock Option Plan do not qualify as ISOs. The maximum
number of shares subject to options are 1,500,000 and 400,000 for the ISOs and
nonstatutory options, respectively. The following table sets forth the
activity related to ISOs for the years ended May 31, 1994, 1993 and 1992:

<TABLE>
<CAPTION>
OPTION PRICE
NUMBER OF -------------------------
SHARES PER SHARE AGGREGATE
------ --------- ---------
(IN THOUSANDS)

<S> <C> <C> <C>
Balance, May 31, 1991 . . . . . . . . . . . . . . . . . . . 432,500 $1.25-3.00 $ 800
Options exercised in fiscal 1992 . . . . . . . . . . . (17,334) $1.25 (22)
Options canceled in fiscal 1992 . . . . . . . . . . . . (42,500) $2.125 (90)
Options issued or regranted in fiscal 1992 . . . . . . 492,500 $2.125-3.38 1,057
Options forfeited in fiscal 1992 . . . . . . . . . . . (100,000) $1.25-3.00 (283)
------- ------
Balance, May 31, 1992 . . . . . . . . . . . . . . . . . . . 765,166 $1.25-3.38 $1,462
Options forfeited in fiscal 1993 . . . . . . . . . . . (130,000) $1.25-3.38 (283)
------- ------
Balance, May 31, 1993 . . . . . . . . . . . . . . . . . . . 635,166 $1.25-3.00 $1,179
Options forfeited in fiscal 1994 . . . . . . . . . . . (467,500) $1.25-3.00 (830)
------- ------
Balance, May 31, 1994 . . . . . . . . . . . . . . . . . . . 167,666 $1.25-3.00 $ 349
======= ======
</TABLE>

Options under the 1988 Plans to purchase 126,009 shares and 464,123
shares were exercisable as of May 31, 1994 and 1993, respectively.

38
<PAGE> 39
COMPREHENSIVE CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1993 AND 1992

The following table sets forth the activity related to nonstatutory
options for the years ended May 31, 1994, 1993 and 1992:

<TABLE>
<CAPTION>
OPTION PRICE
NUMBER OF -------------------------
SHARES PER SHARE AGGREGATE
------ --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Balance, May 31, 1991 . . . . . . . . . . . . . . . . . . . 200,000 $1.25 $ 250
Options issued or regranted in fiscal 1992 . . . . . . 120,000 $1.25 150
------- -----
Balance, May 31, 1992 . . . . . . . . . . . . . . . . . . . 320,000 $1.25 $ 400
Options exercised in fiscal 1993 . . . . . . . . . . . (40,000) $1.25 (50)
------- -----
Balance, May 31, 1993 . . . . . . . . . . . . . . . . . . . 280,000 $1.25 $ 350
Options forfeited in fiscal 1994 . . . . . . . . . . . (120,000) $1.25 (150)
-------- -----
Balance, May 31, 1994 . . . . . . . . . . . . . . . . . . . 160,000 $1.25 $ 200
======= =====
</TABLE>

Nonstatutory options to purchase 160,000 and 280,000 shares were exercisable as
of May 31, 1994 and 1993, respectively.

The per share exercise price of options issued under the plans is
determined by the Board of Directors, but in no event is the option exercise
price so determined less than the then fair market value (as defined in the
plans) of the shares at the date of grant. In the case of an ISO, if, on the
date of the grant of such option, the optionee is a restricted stockholder (as
defined in the plans), the option exercise price cannot be less than 110% of
the fair market value of the shares on the date of the grant.

Options vest and become exercisable at such times and in such
installments as the Board of Directors provides for in the individual option
agreement, except that an option granted to a director may not be exercised
until the expiration of one year from the date such option is granted. Subject
to the limitation with respect to the vesting of options granted to directors,
the Board of Directors may in its sole discretion accelerate the time at which
an option or installment thereof may be exercised.

In July 1992, options not under any plan were issued to the former Vice
Chairman. Options for 1,000,000 shares were granted at an exercise price
ranging from $1.50 to $3.00. These options were exercisable 25 percent at
grant date and each year thereafter. Options for 250,000 shares are currently
exercisable at $1.50 and expire in February 1995. The remaining 750,000
options were forfeited. In December 1992, options not under any plan were
issued to the former owner of Mental Health Programs, Inc., as an inducement
essential to the purchase of Mental Health Programs, Inc. (see Note 3--
"Acquisitions and Dispositions"). Options for 100,000 shares were granted at
an exercise price ranging from $1.50 to $3.00. These options are exercisable
25 percent after one year from the grant date and each year thereafter and were
contingent upon the continued employment with the Company. In July 1993, the
Company terminated the employment agreement, and as a result, the 100,000
options were forfeited. In February 1993, options not under any plan were
issued to the Company's Chief Financial Officer. Options for 500,000 shares
were granted at an exercise price ranging from $1.00 to $2.00. These options
become exercisable 25 percent after one year from the grant date and each year
thereafter.

On April 19, 1988, the Company declared a dividend of one common share
purchase right ("Right") for each share of common stock outstanding at May 6,
1988. Each Right entitles the holder to purchase one share of common stock at
a price of $30 per share, subject to certain anti-dilution adjustments. The
Rights are not exercisable and are transferable only with the common stock
until the earlier of ten days following a public announcement that a person has
acquired ownership of 25% or more of the Company's common stock or the
commencement or announcement of a tender or exchange offer, the consummation of
which would result in the

39
<PAGE> 40
COMPREHENSIVE CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1993 AND 1992

ownership by a person of 30% or more of the Company's common stock. In the
event that a person acquires 25% or more of the Company's common stock or if
the Company is the surviving corporation in a merger and its common stock is
not changed or exchanged, each holder of a Right, other than the 25%
stockholder (whose Rights will be void), will thereafter have the right to
receive on exercise that number of shares of common stock having a market value
of two times the exercise price of the Right. If the Company is acquired in a
merger or more than 50% of its assets are sold, proper provision shall be made
so that each Right holder shall have the right to receive or exercise, at the
then current exercise price of the Right, that number of shares of common stock
of the acquiring company that at the time of the transaction would have a
market value of two times the exercise price of the Right. The Rights are
redeemable at a price of $.02 per Right at any time prior to ten days after a
person has acquired 25% or more of the Company's common stock.

NOTE 15-- COMMITMENTS AND CONTINGENCIES

40
<PAGE> 41
COMPREHENSIVE CARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1993 AND 1992

its treatment of the payments to independent contractors to whom substantially
all of the assessment relates, the Company has submitted an offer in compromise
to the IRS for the calendar years 1983 through 1991 for $5 million. A reserve
has been established with respect to this matter to cover expenses the Company
expects to incur; however, there can be no assurance that such reserves are
adequate until a formal settlement is reached with the IRS. The Company and
RehabCare, in May 1991, entered into a Tax Sharing Agreement providing for the
Company to indemnify RehabCare for any claims of income or payroll taxes due
for all periods through February 28, 1991. The Company has established a
reserve with respect to covering expenses the Company expects RehabCare to
incur under the Tax Sharing Agreement.

The federal income tax returns of the Company for its fiscal years
ended 1984 and 1987 through 1991, have been examined by the IRS. The Company
has provided the IRS with satisfactory documentary support for the majority of
items questioned and those items have been deleted from the proposed assessment
and accepted as originally filed. The remaining items have been agreed to and
resulted in a disallowance of approximately $229,000 in deductions which will
be offset against the Company's net operating losses available for carryover.
The examination also included the review of the Company's claim for refund of
approximately $205,000 relating to an amended return for the fiscal year ended
May 31, 1992. During completion of the audit, the IRS noted that the Company
had received excess refunds representing its AMT liability of approximately
$666,000 in 1990 and 1991 from the carryback of net operating losses to the
fiscal years ended May 31, 1988 and 1989, respectively. On March 29, 1994, the
Company agreed to the assessment of $666,000 plus interest and received the
final bill of $821,000 during the fourth quarter of fiscal 1994. The Company
has accrued for this liability, net of refunds, in income taxes payable.

41
<PAGE> 42
PART III

ITEMS 10 AND 11. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY AND EXECUTIVE
COMPENSATION.

The Company expects to file its definitive proxy statement for the 1994
annual meeting of shareholders no later than 120 days after the end of the
fiscal year with the Securities and Exchange Commission. The information set
forth therein under "Election of Directors" and "Executive Compensation" is
incorporated herein by reference. Executive Officers of Comprehensive Care
Corporation and principal subsidiaries are listed on page 13 of this Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Information required is set forth under the caption "Principal
Stockholders" in the proxy statement for the 1994 annual meeting of
shareholders and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information required is set forth under the caption "Compensation
Committee Interlocks and Insider Participation" in the proxy statement for the
1994 annual meeting of shareholders and is incorporated herein by reference.

42
<PAGE> 43
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(A) 1. FINANCIAL STATEMENTS
Included in Part II of this report:
Report of Independent Public Accountants
Independent Auditors' Report
Consolidated Balance Sheets, May 31, 1994 and 1993
Consolidated Statements of Operations, Years Ended May 31, 1994,
1993 and 1992
Consolidated Statements of Stockholders' Equity, Years Ended May 31,
1994, 1993 and 1992
Consolidated Statements of Cash Flows, Years Ended May 31, 1994,
1993 and 1992
Notes to Consolidated Financial Statements

2. FINANCIAL STATEMENT SCHEDULES
V. Property and Equipment
VI. Accumulated Depreciation and Amortization of Property and Equipment
X. Supplementary Statements of Operations Information

Other schedules are omitted, as the required information is inapplicable or
the information is presented in the consolidated financial statements or
related notes.

3. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION AND REFERENCE
------- -------------------------
<S> <C>
3.1 Restated Certificate of Incorporation (1).
3.2 Restated Bylaws as amended March 24, 1994 (filed herewith).
4.1 Indenture dated April 25, 1985 between the Company and Bank of America, NT&SA, relating to Convertible Subordinated
Debentures (2).
4.3 Rights Agreement dated as of April 19, 1988 between the Company and Security Pacific National Bank (3).
10.1 Standard form of CareUnit Contract (4).
10.2 Standard form of CarePsychCenter Contract (4).
10.4 Financial Security Plan for executive management and medical directors (5)*.
10.5 Form of Stock Option Agreement (4)*.
10.6 Form of Indemnity Agreement as amended March 24, 1994 (filed herewith)*.
10.28 The Company's Employee Savings Plan as amended and restated as of June 30, 1993 (6)*.
10.31 Agreement between the Company and Livingston & Company dated April 1, 1991 (7).
10.32 Shareholder Agreement dated as of May 8, 1991 between the Company and RehabCare Corporation (7).
10.33 Tax Sharing Agreement dated as of May 8, 1991 between the Company and RehabCare Corporation (7).
10.35 Agreement between Company and Livingston & Co. dated December 21, 1991 (8).
10.36 Option Agreement with Richard W. Wolfe dated July 1, 1992 (8).*
10.37 Redemption Agreement dated September 1, 1992 between RehabCare and the Company (8).
10.40 1988 Incentive Stock Option and 1988 Nonstatutory Stock Option Plans, as amended (8).*
10.46 Employment Agreement dated December 30, 1992 between the Company and Walter E. Afield, M.D. (9).
</TABLE>

43
<PAGE> 44
EXHIBITS (CONTINUED)

EXHIBIT
NUMBER DESCRIPTION AND REFERENCE
------ -------------------------
<S> <C>
10.47 Non-qualified Option Agreement dated December 30, 1992 between the Company and
Walter E. Afield, M.D. (9).
10.48 Non-Qualified Stock Option Agreement dated February 2, 1993, between the Company and
Fred C. Follmer (filed herewith)*.
11 Computation of Loss Per Share (filed herewith).
22 List of the Company's subsidiaries (filed herewith).
24.1 Consent of Arthur Andersen & Co. (filed herewith).
24.2 Consent of KPMG Peat Marwick LLP (filed herewith).

</TABLE>

____________________________________

* Management contract or compensatory plan or arrangement with one or more
directors or executive officers.
(1) Filed as an exhibit to the Company's Form 10-Q for the quarter ended August
31, 1986.
(2) Filed as an exhibit to the Company's Form S-3 Registration Statement No.
2-97160.
(3) Filed as an exhibit to the Company's Form 8-K dated May 4, 1988.
(4) Filed as an exhibit to the Company's Form 10-K for the fiscal year ended
May 31, 1988.
(5) Filed as an exhibit to the Company's Form 10-K for the fiscal year ended
May 31, 1990.
(6) Filed as an exhibit to the Company's Form 10-K for the fiscal year ended
May 31, 1991.
(7) Filed as an exhibit to RehabCare Corporation's Form S-1 Registration
Statement No. 33-40467.
(8) Filed as an exhibit to the Company's Form 10-K for the fiscal year ended
May 31, 1992.
(9) Filed as an exhibit to the Company's Form 10-K for the fiscal year ended
May 31, 1993.

(B) REPORTS ON FORM 8-K

1) On March 7, 1994, the Company filed a current report on Form
8-K to report new members of the Board of Directors, new
members of the Compensation Committee, the Board approval of
amendment of the Company's Certificate of Incorporation
(subject to shareholder approval) and the tentative approval
of voluntary, temporary reduction of conversion price of
convertible debentures.

2) On May 10, 1994, the Company filed a current report on Form
8-K reporting the resignation of Richard C. Peters, President
and Chief Executive Officer.

3) On June 30, 1994, the Company filed a current report on Form
8-K to report an assessment received from the IRS relating to
the payroll tax audit for calendar years 1983 through 1988
(see Note 15-- "Commitments and Contingencies").

44
<PAGE> 45
SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, August 25, 1994.

COMPREHENSIVE CARE CORPORATION

By /s/ CHRISS W. STREET
---------------------------------
Chriss W. Street
Chairman and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates so indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
Chairman and
Chief Executive Officer
/s/ CHRISS W. STREET (Principal Executive Officer) August 25, 1994
- ------------------------------------
Chriss W. Street
Chief Operating Officer and
Chief Financial Officer
/s/ FRED C. FOLLMER (Principal Financial Officer) August 25, 1994
- -----------------------------------
Fred C. Follmer
Vice President, Secretary and
Chief Accounting Officer
/s/ KERRI RUPPERT (Principal Accounting Officer) August 25, 1994
- -------------------------------------
Kerri Ruppert

/s/ WILLIAM H. BOUCHER Director August 25, 1994
- ---------------------------------
William H. Boucher

/s/ J. MARVIN FEIGENBAUM Director August 25, 1994
- -----------------------------------
J. Marvin Feigenbaum

/s/ HARVEY G. FELSEN Director August 25, 1994
- -----------------------------------
Harvey G. Felsen

/s/ HOWARD S. GROTH Director August 25, 1994
- -----------------------------------
Howard S. Groth

/s/ W. JAMES NICOL Director August 25, 1994
- --------------------------------------
W. James Nicol
</TABLE>

45
<PAGE> 46
COMPREHENSIVE CARE CORPORATION

SCHEDULE V - PROPERTY AND EQUIPMENT

YEARS ENDED MAY 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
BALANCE AT SALES BALANCE AT
BEGINNING OF ADDITIONS AND RECLASSI- END OF
PERIOD AT COST RETIREMENTS FICATIONS(1) PERIOD
------ ------- ----------- --------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Year ended May 31, 1994
Land and improvements . . . . . . . . $ 4,117 $ --- $ --- $ (54) $ 4,063
Buildings and improvements . . . . . 19,209 82 99 (1,000) 18,192
Furniture and equipment . . . . . . . 5,866 280 1,956 627 4,817
Leasehold improvements . . . . . . . 1,364 3 15 13 1,365
Capitalized leases . . . . . . . . . 876 18 --- (5) 889
------- ---- ------- ------- -------
$31,432 $383 $2,070 $ (419) $29,326
====== === ===== ==== ======

Year ended May 31, 1993
Land and improvements . . . . . . . . $ --- $ --- $ --- $ 4,117 $ 4,117
Buildings and improvements . . . . . 2,963 203 2,731 18,774 19,209
Furniture and equipment . . . . . . . 3,440 360 3,201 5,267 5,866
Leasehold improvements . . . . . . . 463 136 24 789 1,364
Capitalized leases . . . . . . . . . --- 67 --- 809 876
------- --- ------ ------ ------
$ 6,866 $766 $5,956 $29,756 $31,432
====== === ===== ====== ======

Year ended May 31, 1992
Land and improvements . . . . . . . . $ 7,525 $ --- $ --- $ (7,525) $ ---
Buildings and improvements . . . . . 25,309 337 56 (22,627) 2,963
Furniture and equipment . . . . . . . 11,463 403 2,330 (6,096) 3,440
Leasehold improvements . . . . . . . 829 11 377 --- 463
Capitalized leases . . . . . . . . . 745 --- 745 --- ---
------ ---- ----- --------- --------
$45,871 $751 $3,508 $(36,248) $ 6,866
====== === ===== ======= ======
</TABLE>

(1) Includes amounts which have been reclassified from(to) property and
equipment held for sale.

See accompanying Report of Independent Public Accountants.

46
<PAGE> 47
COMPREHENSIVE CARE CORPORATION

SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY AND
EQUIPMENT

YEARS ENDED MAY 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
BALANCE AT SALES BALANCE AT
BEGINNING OF ADDITIONS AND RECLASSI- END OF
PERIOD AT COST RETIREMENTS FICATIONS(1) PERIOD
------ ------- ----------- --------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Year ended May 31, 1994
Buildings and improvements . . . . . $ 7,670 $ 887 $ 95 $ 205 $ 8,667
Furniture and equipment . . . . . . . 4,470 507 1,877 311 3,411
Leasehold improvements . . . . . . . 792 79 14 81 938
Capitalized leases . . . . . . . . . 297 25 --- --- 322
------ ----- ----- ------ ------
$13,229 $1,498 $1,986 $ 597 $13,338
====== ===== ===== ====== ======

Year ended May 31, 1993
Buildings and improvements . . . . . $ 871 $1,371 $ 869 $ 6,297 $ 7,670
Furniture and equipment . . . . . . . 1,338 926 922 3,129 4,471
Leasehold improvements . . . . . . . 383 82 22 349 792
Capitalized leases . . . . . . . . . --- --- --- 296 296
----- ----- ----- ------ ------
$2,592 $2,379 $1,813 $10,071 $13,229
===== ===== ===== ====== ======

Year ended May 31, 1992
Buildings and improvements . . . . . $ 1,664 $1,268 $ 8 $(2,053) $ 871
Furniture and equipment . . . . . . . 8,579 982 1,246 (6,977) 1,338
Leasehold improvements . . . . . . . 528 66 308 97 383
Capitalized leases . . . . . . . . . 612 52 631 (33) ---
------ ----- ----- ------ -----
$11,383 $2,368 $2,193 $(8,966) $ 2,592
====== ===== ===== ====== =====
</TABLE>

(1) Includes amounts which have been reclassified from(to) property and
equipment held for sale.

See accompanying Report of Independent Public Accountants.

47
<PAGE> 48
COMPREHENSIVE CARE CORPORATION

SCHEDULE X - SUPPLEMENTARY STATEMENTS OF OPERATIONS INFORMATION

YEARS ENDED MAY 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C>
Advertising costs . . . . . . . . . . . . . . . . . . . . . . $566 $2,238 $2,557
=== ===== =====
</TABLE>

See accompanying Report of Independent Public Accountants.

48
<PAGE> 49
COMPREHENSIVE CARE CORPORATION

EXHIBIT INDEX

FISCAL YEAR ENDED MAY 31, 1994

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
<S> <C> <C>

3.2 Restated Bylaws as amended March 24, 1994 ..........

10.6 Form of Indemnity Agreement as amended March 24,
1994 ...............................................

10.48 Non-Qualified Stock Option Agreement dated
February 7, 1993 between the Company and Fred C.
Follmer ............................................

11 Computation of Loss Per Share ......................

22 List of Company's subsidiaries .....................

24.1 Consent of Arthur Andersen & Co. ...................

24.2 Consent of KPMG Peat Marwick LLP ...................

</TABLE>

<PAGE> 1
EXHIBIT 3.2

COMPREHENSIVE CARE CORPORATION
(a Delaware corporation)

RESTATED BYLAWS
Adopted March 24, 1994

As Amended January 18, 1994

ARTICLE I

OFFICES

Section 1.01 Registered office. The registered office of
Comprehensive Care Corporation (hereinafter called the "Corporation") in the
State of Delaware shall be at 229 South State Street, City of Dover, County of
Kent, and the name of the registered agent in charge thereof shall be The
Prentice-Hall Corporation Systems, Inc.

Section 1.02 Principal Office. The principal office for the
transaction of the business of the Corporation shall be at 16305 Swingley Ridge
Drive, Suite 100, Chesterfield, Missouri 63017. The Board of Directors
(hereinafter called the "Board") is hereby granted full power and authority to
change said principal office from one location to another.

Section 1.03 Other Offices. The Corporation may also have an
office or offices at such other place or places, either within or without the
State of Delaware, as the Board may from time to time determine or as the
business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.01 Annual Meetings. Annual meetings of the stockholders
of the Corporation for the purpose of electing directors and for the
transaction of such other proper business as may come before such meetings may
be held at such time, date and place as the Board shall determine by
resolution.

Section 2.02 Special Meetings. Special meetings of the
Corporation's stockholders for the transaction of any proper business may be
called at any time by the Board, the Chairman of the Board, the Vice Chairman,
or by the President.

Section 2.03 Place of Meetings. All meetings of the stockholders
shall be held at such places, within or without the State of Delaware, as may
from time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.

BYLAWS-1
<PAGE> 2
Section 2.04 Notice of Meetings. Except as otherwise required by
law, notice of each meeting of the stockholders, whether annual or special,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting by delivering a typewritten or printed notice thereof to him
personally, or by depositing such notice in the United States mail, in a
postage prepaid envelope, directed to him at his post office address furnished
by him to the Secretary of the Corporation for such purpose or, if he shall not
have furnished to the Secretary his address for such purpose, then at his post
office address last known to the Secretary, or by transmitting a notice thereof
to him at such address by telegraph, cable, telecopier or wireless. Except as
otherwise expressly required by law, no publication of any notice of a meeting
of the stockholders shall be required. Every notice of a meeting of the
stockholders shall state the place, date and hour of the meeting, and, in the
case of a special meeting, shall also state the purpose or purposes for which
the meeting is called. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall have waived such notice and
such notice shall be deemed waived by any stockholder who shall attend such
meeting in person or by proxy, except a stockholder who shall attend such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened. Except as otherwise expressly required by law, notice of any
adjourned meeting of the stockholders need not be given if the time and place
thereof are announced at the meeting at which the adjournment is taken.
Whenever notice is required to be given to any stockholder to whom (i) notice
of two (2) consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent at a meeting to such person between such
two (2) consecutive annual meetings, or (ii) all, and at least two (2) payments
(if sent by First Class Mail) of dividends or interest on securities during a
twelve-month period, have been mailed addressed to such person at his address
as shown on the records of the Corporation and have been returned
undeliverable, the giving of such notice to such person shall not be required.
Any action or meeting which shall be taken or held without notice to such
person shall have the same force and effect as if such notice had been duly
given. If any person shall deliver to the Corporation a written notice setting
forth his then current address, the requirement that notice be given to such
person shall be reinstated.

Section 2.05 Notice of Stockholder Business at Annual Meeting. At
an annual meeting of the stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before an annual meeting business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board,
(b) otherwise properly brought before the meeting by or at the direction of the
Board, or (c) otherwise properly brought before the meeting by a stockholder.
For business to be properly brought before an annual meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than sixty (60) days nor more than ninety (90) days
prior to the meeting; provided, however, that in the event that less than
seventy (70) days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must
be so received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (a) a brief description

BYLAWS-2
<PAGE> 3
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address,
as they appear on the books of the Corporation, of the stockholder proposing
such business, (c) the class and number of shares of stock of the Corporation
which are beneficially owned by the stockholder, and (d) any material interest
of the stockholder in such business. Notwithstanding anything in the Bylaws to
the contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 2.05. The Chairman of
an annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 2.05, and if he should so
determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.

Section 2.06 Notice of Stockholder Nominees for Director. Only
persons who are nominated in accordance with the procedures set forth in this
Section 2.06 shall be eligible for election as directors. Nominations of
persons for election to the Board of the Corporation may be made at a meeting
of stockholders by or at the direction of the Board or by any stockholder of
the Corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 2.06. Such
nominations, other than those made by or at the direction of the Board, shall
be made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than sixty (60) days nor more than ninety (90) days prior to the meeting;
provided, however, that in the event that less than seventy (70) days, notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the tenth (10th) day following the day on
which such notice of the date of the meeting was mailed or such public
disclosure was made. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as
a director, (i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person, (iii) the
class and number of shares of stock of the Corporation which are beneficially
owned by such person and (iv) any other information relating to such person
that is required to be disclosed in solicitations of proxies for reelection of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including without
limitation such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected) ; and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the
books of the Corporation, of such stockholder, and (ii) the class and number of
shares of stock of the Corporation which are beneficially owned by such
stockholder. At the request of the Board any person nominated by the Board for
election as a director shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the Bylaws, and if he should so
determine, he shall so declare to the meeting and the defective nomination
shall be disregarded.

Section 2.07 Quorum. Except in the case of any meeting for the
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy,

BYLAWS-3
<PAGE> 4
shall constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof. In the absence of
a quorum at any meeting or any adjournment thereof, a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat or, in the absence therefrom of all the stockholders, any officer
entitled to preside at, or to act as secretary of, such meeting may adjourn
such meeting from tune to time. At any such adjourned meeting at which a
quorum is present any business may be transacted which might have been
transacted at the meeting as originally called.

Section 2.08 Voting.

(a) Each stockholder shall, at each meeting of
the stockholders, be entitled to vote in person or by each share or fractional
share of the stock of the proxy Corporation having voting rights on the matter
in question and which shall have been held by him and registered in his name on
the books of the Corporation:

(i) On the date fixed pursuant to
Section 6.05 of the Bylaws as the record date for the determination of
stockholders entitled to notice of and to vote at such meeting, or

(ii) If no such record date shall have
been so fixed, then (a) at the close of business on the day next preceding the
day on which notice of the of the meeting shall be given or (b) if notice of
the meeting shall be waived, at the close of business on the day next preceding
the day on which the meeting shall be held.

(b) Shares of its own stock belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors in such other corporation is held, directly
or indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes. Persons holding stock of the Corporation in a
fiduciary capacity shall be entitled to vote such stock. Persons whose stock
is pledged shall be entitled to vote, unless in the transfer by the pledgor on
the books of the Corporation he shall have expressly empowered the pledgee to
vote thereon, in which case only the pledgee, or his proxy, may represent such
stock and vote thereon. Stock having voting power standing of record in the
names of two (2) or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by entirety or
otherwise, or with respect to which two (2) or more persons have the same
fiduciary relationship, shall be voted in accordance with the provisions of the
General Corporation Law of the State of Delaware.

(c) Any such voting rights may be exercised by
the stockholder entitled thereto in person or by his proxy appointed by an
instrument in writing, subscribed by such stockholder or by his attorney
thereunto authorized and delivered to the secretary of the meeting; provided,
however, that no proxy shall be voted or acted upon after three (3) years from
its date unless said proxy shall provide for a longer period. The attendance
at any meeting of a stockholder who may theretofore have given a proxy shall
not have the effect of revoking the same unless he shall in writing so notify
the secretary of the meeting prior to the voting of the proxy. At any meeting
of the stockholders all matters, except as otherwise provided in the
Certificate of Incorporation, in the Bylaws or by law, shall be decided by the
vote of a majority in voting interest of the stockholders present in person or
by proxy and entitled to vote thereat

BYLAWS-4
<PAGE> 5
and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot each ballot shall be signed by
the stockholder voting, or by his proxy, if there be such proxy, and it shall
state the number of shares voted.

Section 2.09 List of Stockholders. The Secretary of the
Corporation shall prepare and make, at least ten (10) days before every meeting
of the stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the entire duration thereof, and may be inspected by any
stockholder who is present.

Section 2.10 Judges. If at any meeting of the stockholders a vote
by written ballot shall be taken on any question, the chairman of such meeting
may appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and
shall report the number of shares represented at the meeting and entitled to
vote on such question, shall conduct and accept the votes, and, when the voting
is completed, shall ascertain and report the number of shares voted
respectively for and against the question. Reports of judges shall be in
writing and subscribed and delivered by them to the Secretary of the
Corporation. The judges need not be stockholders of the Corporation, and any
officer of the Corporation may be a judge on any question other than a vote for
or against a proposal in which he shall have a material interest.

Section 2.11 Stockholder Action By Written Consent Without A
Meeting.

(a) Any action which may be taken at any annual
or special meeting of stockholders may be taken without a meeting and without
prior notice, if a consent in writing, setting forth the action so taken, is
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take that action at a
meeting at which all shares entitled to vote on that action were present and
voted. All such consents shall be filed with the Secretary of the Corporation
and shall be maintained in the corporate records. Any stockholder giving a
written consent, or the stockholder's proxy holders, or a transferee of the
shares or a personal representative of the stockholder or their respective
proxy holders, may revoke the consent by a writing received by the Secretary
before written consents of the number of shares required to authorize the
proposed action have been filed with the Secretary of the Corporation.

(b) If, in the case of an action taken pursuant
to Section 2.11(a), the consents of all stockholders entitled to vote have not
been solicited in writing, or if the unanimous written consent of all such
stockholders shall not have been received, the Secretary of the Corporation
shall give prompt notice of the corporate action approved by the stockholders
without a meeting. This notice shall be given in the manner specified in
Section 2.04. In the

BYLAWS-5
<PAGE> 6
case of the approval of any (i) amendment to the Certificate of Incorporation
of the Corporation; (ii) election to voluntarily wind up and dissolve the
Corporation; or (iii) distribution in dissolution other than in accordance
with the rights of holders of outstanding preferred stock as set forth in the
Certificate of Incorporation of the Corporation, the notice shall be given at
least ten (10) days before the consummation of any action authorized by that
approval.

(c) Cumulative voting shall apply to any proposed
election of directors by written consent of stockholders to fill vacancies
and/or newly created directorships in the Board of Directors of the
Corporation, so that each stockholder shall be entitled to cast by written
consent as many votes as shall equal the number of votes which (except for this
provision and Article FOURTH, Section 1 of the Restated Certificate of
Incorporation of the Corporation) he would be entitled to cast for the election
of directors with respect to his shares of stock multiplied by the number of
vacancies and/or newly created directorships in the Board of Directors to be
filled, and he may cast by written consent all of such votes for a single such
director or may distribute them among the number of directors to be voted for,
or any two or more of them, as he may see fit. For purposes of this Section
2.11, when action relating to the election of directors is taken by
stockholders by written consent, stockholders taking such action by written
consent shall be referred to as having "cast vote(s)" for the election of such
director(s).

Section 2.12 Record Date For Stockholder Notice, Voting and Giving
Consents.

(a) For purposes of determining the stockholders
entitled to notice of or to vote at any meeting or any adjournment thereof, the
Board may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the Board, and which
record date shall not be more than sixty (60) days or less than ten (10) days
before the date of any such meeting, and only stockholders of record on the
date so fixed are entitled to notice and to vote, notwithstanding any transfer
of any shares on the books of the Corporation after the record date, except as
otherwise provided in the General Corporation Law of the State of Delaware. If
the Board does not so fix a record date, the record date for determining
stockholders entitled to notice of or to vote at the meeting of stockholders
shall be at the close of business on the business day next preceding the day on
which notice is given or, if notice is waived, at the close of business on the
business day next preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

(b) In order that the Corporation may determine
the stockholders entitled to consent to corporate action in writing without a
meeting, the Board may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board, and which date shall not be more than ten (10) days after the date upon
which the resolution fixing the record date is adopted by the Board. Any
stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the Secretary,
request the Board to fix a record date. The Board shall promptly, but in all
events within ten (10) days after the date on which such a request is received,
adopt a resolution fixing the record date. If no record date has been fixed by
the Board within ten (10) days of the date on which such a request is receive,
the record date for

BYLAWS-6
<PAGE> 7
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board is required by applicable
law, shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal place
of business, or any officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board and prior action by the Board is required by applicable law, the
record date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business on the
date on which the Board adopts the resolution taking such prior action.

(c) In the event of the delivery to the
Corporation of a written consent or consents purporting to authorize or take
corporate action and/or related revocations (each such written consent or
related revocation is referred to in this Section 2.12 as a "Consent"), the
Secretary of the Corporation shall provide for safekeeping of such Consent and
shall immediately appoint duly qualified and objective inspectors to conduct,
as promptly as practical, such reasonable ministerial review as they deem
necessary or appropriate for the purpose of ascertaining the sufficiency and
validity of such Consent and all matters incident thereto, including, without
limitation, whether holders of shares having the requisite voting power to
authorize or take the action specified in the Consent have given consent. if
after such investigation the Secretary shall determine that the Consent is
valid, that fact shall be certified on the records of the Corporation kept for
the purpose of recording the proceedings of meetings of stockholders, and the
Consent shall be filed in such records, at which time the Consent shall become
effective as stockholder action.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01 General Powers. The property, business and affairs
of the Corporation shall be managed by the Board.

Section 3.02 Number and Term of Office. The Corporation shall not
have less than three (3), nor more than fifteen (15) directors, with the exact
number at any given time to be fixed within these limits by approval of the
directors. The above-stated range and the number of authorized directors may
be changed only by an amendment of the Certificate of Incorporation or by an
amendment to this Section 3.02 duly adopted by the vote or written consent of
the holders of a majority of the outstanding shares entitled to vote.
Directors need not be stockholders. Each of the directors of the Corporation
shall hold office until his successor shall have been duly elected and shall
qualify or until he shall resign or shall have been removed in the manner
hereinafter provided.

Section 3.03 Election of Directors. The directors shall be
elected annually by the stockholders of the Corporation and at each such
election the persons receiving the greatest number of votes, up to the number
of directors to be elected, shall be the directors then elected. The election
of directors is subject to any provisions contained in the Certificate of
Incorporation

BYLAWS-7
<PAGE> 8
relating thereto, including any provisions for a classified board and for
cumulative voting.

Section 3.04 Resignations. Any director of the Corporation may
resign at any time by giving written notice to the Board or to the Secretary of
the Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately
upon its receipt; and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

Section 3.05 Vacancies. Except as otherwise provided in the
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors,
or any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum. Each director so chosen to fill a
vacancy shall hold office until his successor shall have been elected and shall
qualify or until he shall resign or shall have been removed in the manner
hereinafter provided.

Section 3.06 Place of Meeting, Etc. The Board may hold any of its
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated
by the person or persons calling the meeting or in the notice or a waiver of
notice of any such meeting. Directors may participate in any regular or
special meeting of the Board by means of a conference telephone or similar
communications equipment pursuant to which all persons participating in the
meeting of the Board can hear each other, and such participation shall
constitute presence in person at such meeting.

Section 3.07 First Meeting. The Board shall meet as soon as
practicable after each annual election of directors and notice of such first
meeting shall not be required.

Section 3.08 Regular Meetings. Regular meetings of the Board may
be held at such times as the Board shall from time to time by resolution
determine. If any day fixed for a regular meeting shall be a legal holiday at
the place where the meeting is to be held, then the meeting shall be held at
the same hour and place on the next succeeding business day not a legal
holiday. Except as provided by law, notice of regular meetings need not be
given.

Section 3.09 Special Meetings. Special meetings of the Board
shall be held whenever called by the Chairman, Vice Chairman, President or a
majority of the authorized number of directors to be held at the principal
office of the Corporation, or at such other place or places within or without
the State of Delaware as the person or persons calling the meeting shall
designate. Except as otherwise provided by law or by the Bylaws, notice of the
time and place of each such special meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least two (2)
days before the day on which the meeting is to be held, or shall be sent to him
at such place by telegraph, telecopier or cable or be delivered personally not
less than forty-eight (48) hours before the time at which the meeting is to be
held. Except where otherwise required by law or by the Bylaws, notice of the
purpose of a special meeting need not be given. Notice of any meeting of the
Board shall not be required to be given to any director who is present at such
meeting, except a director who shall attend such meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened.

BYLAWS-8
<PAGE> 9
Section 3.10 Quorum and Manner of Acting. Except as otherwise
provided in the Bylaws or by law, the presence of a majority of the authorized
number of directors shall be required to constitute a quorum for the
transaction of business at any meeting of the Board, and all matters shall be
decided at any such meeting, a quorum being present, by the affirmative votes
of a majority of the directors present. In the absence of a quorum, a majority
of directors present at any meeting may adjourn the same from time to time
until a quorum shall be present. Notice of any adjourned meeting need not be
given. The directors shall act only as a Board, and the individual directors
shall have no power as such.

Section 3.11 Action By Consent. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be
taken without a meeting if a written consent thereto is signed by all members
of the Board or of such committee, as the case may be, and such written consent
is filed with the minutes of proceedings of the Board or committee.

Section 3.12 Removal of Directors. Subject to the provisions of
the Certificate of Incorporation, any director may be removed at any time,
either with or without cause, by the affirmative vote of the stockholders
having a majority of the voting power of the Corporation given at a special
meeting of the stockholders called for the purpose, except, if less than the
entire Board is to be removed, no director may be removed without cause if the
votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire Board of Directors.

Section 3.13. Compensation. No stated salary need be paid
directors, as such, for their services, but, by resolution of the Board, a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the Board and an annual directors fee may be
paid. However, neither the payment of such compensation nor the reimbursement
of such expenses shall be construed to preclude any director from serving the
Corporation or its subsidiaries in any other capacity or in receiving
compensation therefor. Members of committees may be provided an allowance, by
Board resolution, for attending committee meetings.

Section 3.14. Committees. The Board may constitute and appoint
special committees to advise and assist in the supervision and management of
the affairs of the Corporation as provided by the Board in the resolution of
appointment or in subsequent directives. Such committees shall include an
audit committee and such other committees as the Board shall see fit. Each
committee constituted and appointed by the Board shall serve at the pleasure of
the Board and each committee shall include at least one member of the Board and
such further persons as the Board may designate. Each committee shall from
time to time report to and advise the Board on corporate affairs for its
particular area of responsibility and interest. The committees shall not take
action on behalf of the Corporation but shall make recommendations to the Board
of Directors.

ARTICLE IV

OFFICERS

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<PAGE> 10
Section 4.01 Number. The officers of the Corporation shall be a
Chairman of the Board, a Vice Chairman, a President, one (1) or more vice
Presidents (the number thereof and their respective titles to be determined by
the Board), a Secretary, a Treasurer and such other officers as may be
appointed by the Board as the business of the Corporation may require. Any
number of offices may be held by the same person.

Section 4.02 Election, Term of Office and Qualifications. The
officers of the Corporation, except such officers as may be appointed in
accordance with Section 4.03, shall be elected annually by the Board at the
first meeting thereof held after the election thereof. Each officer shall hold
office until his or her successor shall have been duly chosen and shall qualify
or until his or her resignation or removal in the manner hereinafter provided.

Section 4.03 Assistants, Agents and Employees, Etc. In addition
to the officers specified in Section 4.01, the Board may appoint other
assistants, agents and employees as it may deem necessary or advisable,
including one (1) or more Assistant Secretaries, and one (1) or more Assistant
Treasurers, each of whom shall hold office for such period, have such
authority, and perform such duties as the Board may from time to time
determine. The Board may delegate to any officer of the Corporation or any
committee of the Board the power to appoint, remove and prescribe the duties of
any such assistants, agents or employees.

Section 4.04 Removal. Any officer, assistant, agent or employee
of the Corporation may be removed, with or without cause, at any time: (i) in
the case of an officer, assistant, agent or employee appointed by the Board,
only by resolution of the Board; and (ii) in the case of an officer, assistant,
agent or employee appointed by any officer of the Corporation or committee of
the Board, by any officer of the Corporation or committee of the Board upon
whom or which such power of removal may be conferred by the Board.

Section 4.05 Resignations. Any officer or assistant may resign at
any time by giving written notice of his or her resignation to the Board or the
Secretary of the Corporation. Any such resignation shall take effect at the
time specified therein, or, if the time be not specified, upon receipt thereof
by the Board or the Secretary, as the case may be; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

Section 4.06 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in the Bylaws
for regular appointments or elections to such office.

Section 4.07 Chairman of the Board. The Chairman of the Board
shall preside at all meetings of the Board.

Section 4.08 Vice Chairman. The Vice Chairman shall be the Chief
Administrative Officer of the Corporation. At the request of the Chairman, or
in case of the Chairman's absence or inability to act upon the request of the
Board, the Vice Chairman shall also perform the duties of Chairman and when so
acting, shall have all the powers of, and be subject to all restrictions upon,
the Chairman.

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<PAGE> 11
Section 4.09 The President. The President of the Corporation
shall be the Chief Executive Officer of the Corporation and shall have, subject
to the control of the Board, general and active supervision and management over
the business of the Corporation and over its several officers, assistants,
agents and employees.

Section 4.10 The Vice Presidents. Each Vice President shall have
such powers and perform such duties as the Board may from time to time
prescribe.

Section 4.11 The Secretary. The Secretary shall, if present,
record the proceedings of all meetings of the Board, of the stockholders, and
of all committees of which a secretary shall not have been appointed in one (1)
or more books provided for that purpose; shall see that all notices are duly
given in accordance with the Bylaws and as required by law; shall be custodian
of the seal of the Corporation and shall affix and attest the seal to all
documents to be executed on behalf of the Corporation under its seal; and, in
general, shall perform all the duties incident to the office of Secretary and
such other duties as may from time to time be assigned to the Secretary by the
Board.

Section 4.12 The Treasurer. The Treasurer shall have the general
care and custody of the funds and securities of the Corporation, and shall
deposit all such funds in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected by the Board. The
Treasurer shall receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever. The Treasurer shall exercise general
supervision over expenditures and disbursements made by officers, agents and
employees of the Corporation and the preparation of such records and reports in
connection therewith as may be necessary or desirable. The Treasurer shall, in
general, perform all other duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to the Treasurer by the
Board.

Section 4.13 Compensation. None of the officers shall be
prevented from receiving compensation by reason of the fact that he is also a
director of the Corporation. Nothing contained herein shall preclude any
officer from serving the Corporation, or any subsidiary corporation, in any
other capacity and receiving such compensation by reason of the fact that he is
also a director of the Corporation. Nothing contained herein shall preclude
any officer from serving the Corporation, or any subsidiary corporation, in any
other capacity and receiving proper compensation therefor.

ARTICLE V

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

Section 5.01 Execution of Contracts. The Board, except as in the
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by the Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

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<PAGE> 12
Section 5.02 Checks, Drafts, Etc. All checks, drafts or other
orders for payment of money, notes or other evidence of indebtedness, issued in
the name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board. Each such officer, assistant, agent or attorney
shall give such bond, if any, as the Board may require.

Section 5.03 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select,
or as may be selected by any officer or officers, assistant or assistants,
agent or agents, or attorney or attorneys of the Corporation to whom such power
shall have been delegated by the Board. For the purpose of deposit and for the
purpose of collection for the account of the Corporation, the Chairman, Vice
Chairman, President, any Vice President or the Treasurer (or any other officer
or officers, assistant or assistants, agent or agents, or attorney or attorneys
of the Corporation who shall from time to time be determined by the Board) may
endorse, assign and deliver checks, drafts and other orders for the payment of
money which are payable to the order of the Corporation.

Section 5.04 General and Special Bank Accounts. The Board may
from time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board
may select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to
whom such power shall have been delegated by the Board. The Board may make
such special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

ARTICLE VI

SHARES AND THEIR TRANSFER

Section 6.01 Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
Chairman, Vice Chairman, President or a Vice President, and by the Secretary or
an Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any of
or all of the signatures on the certificates may be a facsimile. In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, any such certificate, shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the Corporation with the same
effect as though the person who signed such certificate, or whose facsimile
signature shall have been placed thereupon, were such officer, transfer agent
or registrar at the date of issue. A record shall be kept of the respective
names of the persons, firms or corporations owning the stock represented by
such certificates, the number and class of shares represented by such
certificates, respectively, and the respective dates thereof, and in case of
cancellation, the respective dates of cancellation. Every certificate
surrendered to the Corporation for exchange or transfer shall be canceled, and
no new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have

BYLAWS-12
<PAGE> 13
been so canceled, except in cases provide for in Section 6.04 hereof.

Section 6.02 Transfers of Stock. Transfers of shares of stock of
the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his or her attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary, or with a
transfer clerk or a transfer agent appointed as provided in Section 6.03
hereof, and upon surrender of the certificate or certificates for such shares
properly endorsed and the payment of all taxes thereon. The person in whose
name shares of stock stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation. Whenever any
transfer of shares shall be made for collateral security, and not absolutely,
such fact shall be so expressed in the entry of transfer if, when the
certificate or certificates shall be presented to the Corporation for transfer,
both the transferror and the transferee request the Corporation to do so.

Section 6.03 Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with the Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one (1) or more transfer clerks or one (1) of more
transfer agents and one (1) or more registrars, and may require all
certificates for stock to bear the signature or signatures of any of them.

Section 6.04 Lost, Stolen, Destroyed, and Mutilated Certificates.
In any case of loss, theft, destruction, or mutilation of any certificate of
stock, another may be issued in its place upon proof of such loss, theft,
destruction, or mutilation and upon the giving of a bond of indemnity to the
Corporation in such form and in such sum as the Board may direct; provided,
however, that a new certificate may be issued without requiring any bond when,
in the judgment of the Board, it is proper so to do.

Section 6.05 Record Date for Purposes Other Than Notice and
Voting. For purposes of determining the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or
entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action (other than
action by stockholders by written consent without a meeting), the Board may fix
a record date which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which shall not be more than
sixty (60) days before any such action, and in that case only stockholders of
record on the date so fixed are entitled to receive the dividend, distribution
or allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation
after the record date so fixed, except as otherwise provided in the General
Corporation Law of the State of Delaware. If the Board does not so fix a
record date, the record date for determining stockholders for any such purpose
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto.

ARTICLE VII

INDEMNIFICATION

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<PAGE> 14
Section 7.01 Indemnification of Directors and Officers. The
Corporation shall, to the fullest extent permitted by law, indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including without limitation an action by or
in the right of the Corporation) by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that he
had reasonable cause to believe that his conduct was unlawful.

Section 7.02 Advance of Expenses. Costs and expenses (including
attorneys' fees) incurred by or on behalf of a director, officer, employee or
agent in defending or investigating any action, suit, proceeding or
investigation shall be paid by the Corporation in advance of the final
disposition of such matter, if such director, officer, employee or agent shall
undertake in writing to repay any such advances in the event that it is
ultimately determined that he is not entitled to indemnification.
Notwithstanding the foregoing, no advance shall be made by the Corporation if a
determination is reasonably and promptly made by the Board of Directors by a
majority vote of a quorum of disinterested directors, or (if such a quorum is
not obtainable or, even if obtainable, a quorum of disinterested directors so
directs) by independent legal counsel, that, based upon the facts known to the
Board or counsel at the time such determination is made, (a) the director,
officer, employee or agent acted in bad faith or deliberately breached his duty
to the Corporation or its stockholders, and (b) as a result of such actions by
the director, officer, employee or agent, it is more likely than not that it
will ultimately be determined that such director, officer, employee or agent is
not entitled to indemnification.

Section 7.03 Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or as a member of any
committee or similar body against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article or applicable law.

Section 7.04 Non-Exclusivity. The right of indemnity and
advancement of expenses provided herein shall not be exclusive, and the
Corporation may provide indemnification or advancement of expenses to any
person, by agreement or otherwise, on such terms and conditions as the Board
of Directors may approve. Any agreement for indemnification of or advancement
of expenses to any director, officer, employee or other person may provide to
any

BYLAWS-14
<PAGE> 15
rights of indemnification or advancement of expenses which are broader or
otherwise different from those set forth herein.

ARTICLE VIII

MISCELLANEOUS

Section 8.01 Seal. The Board shall provide a corporate seal,
which shall be in the form of a circle and shall bear the name of the
Corporation and words and figures showing that the Corporation was incorporated
in the State of Delaware and the year of incorporation.

Section 8.02 Waiver of Notices. Whenever notice is required to be
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or
after the time stated therein, and such waiver shall be deemed equivalent to
notice.

Section 8.03 Amendments. Except as otherwise provided in the
Bylaws, the Bylaws, or any of them, may be altered, amended or repealed, and
new Bylaws may be made (i) by the Board, by vote of a majority of the number
of directors then in office as directors, acting at any meeting of the Board,
or (ii) by the vote of the holders of a majority of the total voting power of
all outstanding shares of voting stock of the Corporation, at any annual
meeting of stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting. Except as
otherwise provided in these Bylaws, any Bylaws made or altered by the
stockholders may be altered or repealed by either the Board or the
stockholders.

BYLAWS-15

<PAGE> 1
EXHIBIT 10.6

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT is made on _____________, between
COMPREHENSIVE CARE CORPORATION, a Delaware corporation (the "Company"), and
________________, an officer and/or member of the Board of Directors of the
Company.

WHEREAS, the Company desires the benefits of having Indemnitee serve as an
officer and/or director secure in the knowledge that expenses, liability and
losses incurred by him in his good faith service to the Company will be borne
by the Company or its successors and assigns in accordance with applicable
law; and

WHEREAS, the Company desires that Indemnitee resist and defend against what
Indemnitee may consider to be unjustified investigations, claims, actions,
suits and proceedings which have arisen or may arise in the future as a result
of Indemnitee's service to the Company notwithstanding that conditions in the
insurance markets may make directors' and officers' liability insurance
coverage unavailable or available only at premium levels which the Company may
deem inappropriate to pay; and

WHEREAS, the parties believe it appropriate to memorialize and reaffirm the
Company's indemnification obligations to Indemnitee and, in addition, set forth
the indemnification agreements contained herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the parties agree as follows:

1. Indemnification. Indemnitee shall be indemnified and held harmless by the
Company to the fullest extent permitted by its Certificate of Incorporation,
Bylaws and applicable law, as the same exists or may hereafter be amended,
against all expenses, liability and loss (including attorneys' fees, judgments,
fines, and amounts paid or to be paid in any settlement approved in advance by
the Company, such approval not to be unreasonably withheld) (collectively,
"Indemnifiable Expenses") actually reasonably incurred or suffered by
Indemnitee in connection with any present or future threatened, pending or
contemplated investigation, claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative (collectively, "Indemnifiable
Litigation"), (i) to which Indemnitee is or was a party or is threatened to be
made a party by reason of any action or inaction in Indemnitee's capacity as a
director or officer of the Company, or (ii) with respect to which Indemnitee is
otherwise involved by reason of the fact that Indemnitee is or was serving as a
director, officer, employee or agent of the Company, or of any subsidiary or
division, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. Notwithstanding the foregoing, Indemnitee shall
have no right to indemnification for expenses and the payment of profits
arising from the purchase and sale by Indemnitee of securities in violation of
Section 16(b) of the Securities and Exchange Act of 1934, as amended.

<PAGE> 2
2. Interim Expenses. The Company agrees to pay Indemnifiable Expenses
incurred by Indemnitee in connection with any Indemnifiable Litigation in
advance of the final disposition thereof, provided that the Company has
received an undertaking by or on behalf of Indemnitee, substantially in the
form attached hereto as Exhibit A, to repay the amount so advanced to the
extent that it is ultimately determined that Indemnitee is not entitled to be
indemnified by the Company under this Agreement or otherwise.

3. Trust Fund.

(a) The Company may, but is not obligated to, establish a trust (the
"Trust") to fund certain of its obligations under this Agreement and similar
agreements with other directors and/or officers (collectively, including
Indemnitee, the "Beneficiaries"). Therefore, in such event, in addition to
Indemnitee's rights under this Indemnification Agreement and any applicable
insurance policy, Indemnitee shall also have the right to seek indemnification
payments from the Trustee of the trust in accordance with the terms of this
Agreement and of the trust agreement.

(b) All communications or demands made by and among the Trustee and the
Beneficiaries are to be made through the individual designated as the
Beneficiaries' Representative. As of the date of this Agreement, a Trust has
not been established, nor has a Beneficiaries' Representative been designated.
The Beneficiaries' Representative shall be designated and may be changed from
time to time and at any time upon agreement of two-thirds of the Beneficiaries
at such time.

4. Procedure for Making Demand. In order to receive payment, including
advance payments as set forth in Paragraph 2, Indemnitee shall make demand upon
the Company to honor its indemnity obligations and pay the Indemnifiable
Expenses. If the Company fails to do so within fifteen (15) days, the
Indemnitee shall then have the right and obligation to make demand under any
applicable policy of directors' and officers' liability insurance then in
effect upon the insurance company (the "Insurance Company") issuing such
policy. If Insurance Company fails to pay the demand within fifteen (15) days,
then if a Trust shall have been established, the Indemnitee, through the
Beneficiaries' Representative, shall then be entitled and obligated to make
demand upon the Trustee for such payment. Indemnitee shall not be required to
institute a lawsuit or take other actions against the Company, Insurance
Company or any insurer to recover the unpaid amount prior to the Beneficiaries'
Representative making a demand and receiving payment from the Trustee on his
behalf, but the Beneficiaries' Representative shall deliver a certificate to
the Trustee at the time of payment of each distribution certifying that no part
of such payment has been previously received from the Company or any insurer.

5. Failure to Indemnify.

(a) If a claim under this Agreement, or any statute, or under any
provision of the Company's Certificate of Incorporation or Bylaws providing for
indemnification, is not paid in full by the Company, Insurance Company or
Trustee, if the Trust Fund shall have been established, within forty-five (45)
days after a written request for payment thereof has been received by the
Company, Indemnitee may, but need not, at any time thereafter bring an action
against the Company to recover the unpaid amount of the claim and, if
successful in whole or in part, Indemnitee shall also be entitled to be paid
for the expense (including attorneys' fees) of bringing such action.
<PAGE> 3
(b) It shall be a defense to such action (other than an action brought to
enforce a claim for expenses incurred in connection with any action, suit or
proceeding in advance of its final disposition) that Indemnitee has not met the
standard of conduct which make it permissible under applicable law for the
Company to indemnify Indemnitee for the amount claimed, but the burden of
proving such defense shall be on the Company and Indemnitee shall be entitled
to receive interim payments of interim expenses pursuant to Section 2 hereof
unless and until such defense may be finally adjudicated by court order or
judgment from which no further right of appeal exists. It is the parties'
intention that if the Company contests Indemnitee's right to indemnification,
the question of Indemnitee's right to indemnification shall be for the court to
decide, and neither the failure of the Company (including its board of
directors, independent legal counsel, or its stockholders) to have made a
determination that indemnification of Indemnitee is proper in the circumstances
because Indemnitee has met the applicable standard of conduct required by
applicable law, nor an actual determination by the Company (including its board
of directors, any committee or subgroup of the board of directors, independent
legal counsel, or its stockholders) that Indemnitee has not met such applicable
standard of conduct, shall create a presumption that Indemnitee has or has not
met the applicable standard of conduct.

6. Retention of Counsel.

(a) Whether Indemnitee is seeking payment of Indemnifiable Expenses
directly from the Company or from the Trustee, the Indemnitee or the
Beneficiaries' Representative, if the Trust Fund shall have been established,
shall have the right and obligation on behalf of Indemnitee and other
Beneficiaries, in the case of the Beneficiaries' Representative, to (i) seek
counsel to represent Indemnitee with respect to any matter subject to
indemnification and payment hereunder; (ii) coordinate the defense of any such
matter; and (iii) approve the fees and other expenses of such counsel.

(b) Notwithstanding the foregoing, Indemnitee may retain different counsel
than the other Indemnitees or Beneficiaries, or may incur expenses not shared
in common with the other Indemnitees or Beneficiaries, in connection with any
Indemnifiable Litigation if in the reasonable judgment of Indemnitee there may
be legal defenses available to him which are different from or additional to
those available to the other Indemnitees or Beneficiaries and, as a
consequence, an actual or potential conflict of interest with the other
Indemnitees or Beneficiaries exists. If the Trust Fund shall have been
established, Indemnitee must obtain the prior written approval of the
Beneficiaries' Representative to retain such counsel, which consent shall not
be unreasonably withheld. In the event that the Beneficiaries' Representative
withholds such consent, Indemnitee shall then have the right to seek approval
for such separate counsel from the Trustee, which approval shall not be
unreasonably withheld.

7. Successors. This Agreement establishes contract rights which shall be
binding upon, and shall inure to the benefit of, the successors, assigns, heirs
and legal representatives of the parties hereto.

3
<PAGE> 4
8. Contract Rights Not Exclusive. The contract rights conferred by this
Agreement shall be in addition to, but not exclusive of, any other right which
Indemnitee may have or may hereafter acquire under any statute, provision of
the Company's Certificate of Incorporation or Bylaws, agreement, vote of
shareholders or disinterested directors, or otherwise.

9. Indemnitee's Obligations. The Indemnitee shall promptly advise the
Company in writing of the institution of any investigation, claim, action, suit
or proceeding which is or may be subject to this Agreement and keep the Company
generally informed of, and consult with the Company with respect to, the status
of any such investigation, claim, action, suit or proceeding. Notices to the
Company shall be directed to Comprehensive Care Corporation, 16305 Swingley
Ridge Drive, Suite 100, Chesterfield, Missouri 63017, Attn: President (or
other such address as the Company shall designate in writing to Indemnitee).
Notice shall be deemed received three days after the date postmarked if sent by
certified or registered mail, properly addressed. In addition, Indemnitee
shall give the Company such information and cooperation as it may reasonably
require and as shall be within Indemnitee's power.

10. Severability. Should any provision of this Agreement, or any clause
thereof, be held to be invalid, illegal or unenforceable, in whole or in part,
the remaining provisions and clauses of this Agreement shall remain fully
enforceable and binding on the parties.

11. Modification and Waiver. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether of
not similar) nor shall such waiver constitute a continuing waiver.

12. Choice of Law. The validity, interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
Delaware.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.

COMPREHENSIVE CARE CORPORATION

By:_________________________________________

INDEMNITEE

_________________________________________

4
<PAGE> 5
EXHIBIT A

UNDERTAKING AGREEMENT

THIS UNDERTAKING AGREEMENT (this "Agreement") is made on
_____________, between COMPREHENSIVE CARE CORPORATION, a Delaware corporation
(the "Company") and ________________, a member of the board of directors or an
officer of the Company ("Indemnitee").

WHEREAS, Indemnitee may become involved in investigations, claims,
actions, suits or proceedings which have arisen or may arise in the future as a
result of Indemnitee's service to the Company; and

WHEREAS, Indemnitee desires that the Company pay any and all expenses
(including, but not limited to, attorneys' fees and court costs) actually and
reasonably incurred by Indemnitee or on Indemnitee's behalf in defending or
investigating any such suits or claims and that such payment be made in advance
of the final disposition of such investigations, claims, actions, suits or
proceedings to the extent that Indemnitee has not been previously reimbursed by
insurance; and

WHEREAS, the Company is willing to make such payments but, in
accordance with Section 145 of the General Corporation Law of the State of
Delaware, the Company may make such payments only if it receives an undertaking
to repay from Indemnitee; and

WHEREAS, Indemnitee is willing to give such an undertaking;

NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties agree as follows:

1. In regard to any payments made by the Company to
Indemnitee pursuant to the terms of the Indemnification Agreement
dated March 7, 1994, between the Company and Indemnitee, Indemnitee
hereby undertakes and agrees to repay to the Company any and all
amounts so paid promptly and in any event within thirty (30) days
after the disposition, including any appeals, of any litigation or
threatened litigation on account of which payments were made, but only
to the extent that Indemnitee is ultimately found not to be entitled
to be indemnified by the Company under the Bylaws of the Company and
Section 145 of the General Corporation Law of the State of Delaware,
or other applicable law.

2. This Agreement shall not affect in any manner rights
which Indemnitee may have against the Company, any insurer or any
other person to seek indemnification for or reimbursement of any
expenses referred to herein or any judgment which may be rendered in
any litigation or proceeding.

5
<PAGE> 6
IN WITNESS WHEREOF, the parties have caused this Undertaking Agreement
to be executed on the date first above written.

COMPREHENSIVE CARE CORPORATION

By:_________________________________________

INDEMNITEE

_________________________________________

<PAGE> 1
EXHIBIT 10.48

NEITHER THIS OPTION AGREEMENT NOR THE SHARES ISSUABLE BY COMPREHENSIVE
CARE CORPORATION (THE "COMPANY) UPON EXERCISE HEREOF, HAVE BEEN OR WILL BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE, AND THIS OPTION IS BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM
THE REGISTRATION REQUIREMENTS ARISING THEREUNDER, AND MAY NOT BE SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE
WITH ALL APPLICABLE STATE AND FEDERAL SECURITIES LAWS AND UPON FURNISHING THE
COMPANY AN OPINION OF COUNSEL, THAT THE PROPOSED TRANSFER WOULD BE IN
COMPLIANCE WITH ALL APPLICABLE STATE AND FEDERAL SECURITIES LAWS. ANY
DOCUMENTS EVIDENCING THIS SECURITY, INCLUDING STOCK CERTIFICATES EVIDENCING THE
UNDERLYING SHARES, WILL CONTAIN A SIMILAR LEGEND. THE COMPANY SHALL PLACE
NOTATIONS WITH RESPECT TO THESE RESTRICTIONS ON ITS SECURITIES RECORDS AND
SHALL INFORM THE TRANSFER AGENT, OF SUCH RESTRICTIONS.

NON-QUALIFIED STOCK OPTION AGREEMENT

This Option Agreement ("Agreement") is made effective as of February
2, 1993 ("Option Grant Date"), by and between Comprehensive Care Corporation, a
Delaware corporation, ("Company") and Fred C. Follmer ("Optionee").

In consideration of the foregoing and of the mutual covenants set
forth herein and other good and valuable consideration, the parties hereto
agree as set forth below.

1. The Option. Optionee may, at Optionee's option and on the
terms and conditions set forth herein, purchase all or any part of an aggregate
of 500,000 shares of common stock at the price per share of $1.00, $1.50, $2.00
and $2.00, vesting at the rate of twenty-five percent, at the end of the first
year and at the end of each year thereafter at the rate of twenty-five percent
("Option") pursuant to Exhibit A.

2. Vesting and Exercisability of Option. Subject to the
limitations set forth herein, the option granted shall vest and be exercisable
in accordance with the following rules:
A. General. Subject to the other provisions of this
Section 2, Option shall vest and become exercisable at such times and in such
installments as set forth in Section 1. Unless otherwise provided in this
Section 2, the Option may be exercised when the installments accrue and at any
time thereafter until, and including, the day before the Termination Date (as
defined below). Option shall remain exercisable until the Termination Date,
notwithstanding the subsequent grant of additional options with different start
or termination dates. Optionee acknowledges that Optionee has no right
whatsoever to exercise the Option granted hereunder with respect to any share
covered by an installment until such installment accrues as provided in Section
1.

<PAGE> 2

Page Two

B. Termination of Option. All installments of the
Option shall expire and terminate on February 1, 2003 ("Termination Date").

C. Termination of Employment. In the event that the
employment of the Optionee is terminated for any reason, any installments under
the option held by such Optionee which have not accrued as of the employment
termination date shall expire and become unexercisable as of the employment
termination date. In the event that Optionee's employment with the Company is
terminated "for cause", then the option granted hereunder to such terminated
Optionee, whether vested or not, shall expire and become unexercisable as of
the effective date of the termination of employment of the Optionee. All
accrued installments as of the employment termination date shall remain
exercisable for three (3) months following the employment termination date.

3. Exercise of Option. The Option may be exercised in accordance
with this Section as to all or any portion of the Shares covered by an accrued
installment of the Option from time to time during the applicable option
period, except that the Option shall not be exercisable with respect to
fractions of a Share. The Option may be exercised, in whole or in part, by
giving written notice of exercise to the Company, which notice shall specify
the number of Shares to be purchased and shall be accompanied by payment in
full of the purchase price in accordance with Section 4. The Option shall be
deemed exercised when such written notice of exercise has been received by the
Company. No Shares shall be issued until full payment has been made and the
Optionee has satisfied such other conditions as may be required by applicable
law, rules, or regulations, or as may be adopted or imposed by the Company.
Until the issuance of stock certificates, no right to vote or receive dividends
or any other rights as a stockholder shall exist with respect to optioned
Shares notwithstanding the exercise of the Option. No adjustment will be made
for a dividend or other rights for which the record date is prior to the date
the stock certificate is issued.

4. Payment of Option Exercise Price. Except as otherwise
provided in this Section, the entire option exercise price shall be paid at the
time the option is exercised by cashier's check or such other means as deemed
acceptable by the Company.

5. Option Not Transferable. The Option granted under this
Agreement may not be sold, pledged, hypothecated, assigned, encumbered, gifted
or otherwise transferred or alienated in any manner.

6. Restrictions on Issuance of Shares.

A. No Shares shall be issued or delivered upon exercise
unless and until there shall have been compliance with all applicable
requirements of the Securities Act of 1933, all applicable listing requirements
of any national securities exchange on which Shares are then listed, and any
other requirement of law or of any regulatory body having jurisdiction over
such issuance and delivery. The inability of the Company to obtain any
required permits, authorizations, or approvals necessary for the lawful

<PAGE> 3
Page Three

issuance and sale of any Shares hereunder on terms deemed reasonable by the
Company shall relieve the Company of any liability in respect of the
nonissuance or sale of such Shares as to which such requisite permits,
authorizations, or approvals shall not have been obtained.

B. As a condition to the granting or exercise of the
Option, the Company may require the person receiving or exercising such option
to make any representation and/or warranty to the Company as may be required
under any applicable law or regulation, including but not limited to a
representation that the Option and/or Shares are being acquired only for
investment and without any present intention to sell or distribute each Option
and/or Shares if such representation IS required under the Securities Act of
1933 or any other applicable law, rule, or regulation.

7. Taxes. On the Exercise Date, the Optionee must pay to the
Company the amount of the federal, state and local tax withholding obligation
arising from the exercise of the Option;

A. in cash equal to the minimum withholding;

B. if the Exercise Price for the Option Shares is paid
by a broker, dealer or other "creditor" (as defined by Regulation T issued by
the Board of Governors of the Federal Reserve System) with the Optionee making
a Tax Withholding Election to have such broker, dealer or other "creditor"
deliver to the Company cash in the amount of tax withholding due after the
Optionee has delivered to the Company instructions acceptable to the Company
regarding the delivery of the number of Option Shares being exercised to such
broker, dealer or other "creditor".

8. Legends on Option and Stock Certificates. Each certificate
representing Shares acquired upon exercise of the option shall be endorsed with
all legends, if any, required by applicable federal and state securities laws
to be placed on the certificate. The determination of which legends, if any,
shall be placed upon said Shares shall be made by the Company in its sole
discretion and such decision shall be final and binding.

9. Certain Representations and Warranties. Executive expressly
acknowledges, represents and agrees:

A. Optionee understands that the option is not issued
under the Company's existing stock option plans.

B. That the Shares are not now registered under
applicable securities laws or listed on any national securities exchange, and
that the Company may require, as a condition to the granting or exercise of the
Option, that the person receiving or exercising the option must make such
representations or warranties to the Company as may be required under
applicable law or regulation, including but not limited to a representation
that the Option and/or Shares are being acquired only for investment and
without any present intention to sell or distribute such Option or Shares.

<PAGE> 4
Page Four

C. That Optionee understands that the existence and
execution of this Agreement is not sufficient by itself to cause any exercise
of the Option.

D. That Optionee is a person subject to the provisions
of Section 16 of the Securities Exchange Act of 1934, and Optionee has been
advised to consult with a competent federal securities law advisor as to the
reporting obligations or potential liability for short swing profits under
Section 16 with respect to the granting, investing and exercise of the Option.

E. Nothing in this Agreement shall be construed to
create any contract of employment between the Company and the Optionee or
confer upon Optionee any right to continue in the employment of the Company.
The Company shall have the right to deal with Optionee in the same manner as if
this Agreement did not exist including without limitation the hiring,
discharge, compensation and conditions of employment of Optionee.

10. Agreement Binding on Successors. The terms of this Agreement
shall be binding upon the executors, administrators, heir and successors of
Optionee and Optionee may not transfer or assign this Agreement, except in
compliance with all applicable state and federal securities laws and upon
furnishing the Company an opinion of counsel to that effect.

11. Governing Law. This Agreement shall be governed by,
interpreted under, and construed and enforced in accordance with the internal
laws, and not the laws pertaining to conflicts or choice of laws, of the State
of Missouri applicable to agreements made and to be performed wholly within the
State of Missouri.

12. Necessary Acts. Executive agrees to perform all acts and
execute and deliver any documents that may be reasonably necessary to carry out
the provisions of this Agreement, including but not limited to all acts and
documents related to compliance with federal and/or state securities laws.

13. Invalid Provisions. In the event that any provision of this
Agreement is found to be invalid or otherwise unenforceable under any
applicable law, such invalidity or unenforceability shall not be construed as
rendering any other provisions contained herein invalid or unenforceable, and
all such other provisions shall be given full force and effect to the same
extent as though the invalid and unenforceable provision was not contained
herein.

14. Notice. Any notice or other communication required or
permitted to be given pursuant to the Agreement must be in writing and may be
given by registered or certified mail, and if given by registered or certified
mail, shall be determined to have been given and received when a registered or
certified letter containing such notice, properly addressed with postage
prepaid, is deposited in the United States mails; and if given otherwise than
by registered or certified mail, it shall be deemed to have been given

<PAGE> 5
Page Five

when delivered to and received by the party to whom addressed. Notice shall be
given to Optionee at his most recent address shown in the Company's records.
Notice to the Company shall be addressed to the Company at the address of the
Company's principal executive offices, to the attention of the Secretary of the
Company.

IN WITNESS WHEREOF, the Company and Optionee have executed this
Agreement effective as the date first written above.

COMPREHENSIVE CARE CORPORATION

By ________________________________

Its ________________________________

OPTIONEE

____________________________________
Fred C. Follmer

<PAGE> 6
Option Agreement - Follmer
Page Six

EXHIBIT A

<TABLE>
<CAPTION>
Date Exercisable Number of Shares and Price
---------------- --------------------------
<S> <C> <C>
Year One 2/2/94 125,000 at $1.00 per share

Year Two 2/2/95 125,000 at $1.50 per share

Year Three 2/2/96 125,000 at $2.00 per share

Year Four 2/2/97 125,000 at $2.00 per share
</TABLE>

<PAGE> 1
COMPREHENSIVE CARE CORPORATION
EXHIBIT 11

Calculation of Loss Per Share

<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
-------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<S> <C> <C> <C> <C> <C>
Primary and Fully Diluted:

Loss applicable to common stock:
Loss before extraordinary item . . . . . . . . $(7,852) $(11,600) $(4,562) $(27,500) $(59,308)
Extraordinary item - gain on debenture
conversion . . . . . . . . . . . . . . . . . --- --- --- 11,465 ---
------- -------- -------- ------ ---------

Net loss . . . . . . . . . . . . . . . . . . . $(7,852) $(11,600) $(4,562) $(16,035) $(59,308)
===== ====== ====== ====== =======

Average number of shares of common stock and
common stock equivalents . . . . . . . . . . . 21,987 21,957 21,900 12,118 10,172
====== ====== ====== ====== ======

Loss per common and common equivalent share:
Loss before extraordinary item . . . . . . . . $(0.36) $(0.53) $(0.21) $(2.27) $(5.83)
Extraordinary item - gain on debenture
conversion . . . . . . . . . . . . . . . . . --- --- --- .95 ---
------ ------ ------ ----- -----
Net loss . . . . . . . . . . . . . . . . . . . $(0.36) $(0.53) $(0.21) $(1.32) $(5.83)
==== ==== ==== ==== ====
</TABLE>

<PAGE> 1
EXHIBIT 22

COMPREHENSIVE CARE CORPORATION

SCHEDULE OF SUBSIDIARIES

<TABLE>
<CAPTION>
STATE OF
SUBSIDIARY NAME INCORPORATION
- --------------- -------------
<S> <C>
N.P.H.S., Inc. California

CareManor Hospital of Washington, Inc. Washington

Trinity Oaks Hospital, Inc. Texas

Terracina Convalescent Hospital & Home, Inc. California

CareUnit, Inc. California

Starting Point Incorporated California

CareUnit Hospital of Albuquerque, Inc. New Mexico

Comprehensive Care Corporation Nevada

CareUnit Clinic of Washington, Inc. Washington

CareUnit Hospital of Ohio, Inc. Ohio

Comprehensive Care Corporation (Canada) Ltd. Canada

CareUnit of Chicago, Inc. Illinois

CareUnit, Inc. Delaware

CMP Properties, Inc. Oregon

CareUnit of Florida, Inc. Florida

CareUnit Hospital of Nevada, Inc. Nevada

AccessCare, Inc. Nevada

AccessCare of Florida, Inc. Florida

AccessCare of Washington, Inc. Washington

CareInstitute California
</TABLE>

<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
EXHIBIT 24.1

As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 10-K into the Company's previously filed
Post-Effective Amendment No. 3 to the S-8 Registration Statement File No.
33-6520 and the S-8 Registration Statement File No. 33-27213.

ARTHUR ANDERSEN & CO.

St. Louis, Missouri
August 26, 1994

<PAGE> 1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS EXHIBIT 24.2

To the Stockholders and Board of Directors
Comprehensive Care Corporation:

We consent to the incorporation by reference in the Post-Effective Amendment
No. 3 to the Registration Statement (No. 33-6520) on Form S-8 and in the
Registration Statement (No.33-27213) on Form S-8 of Comprehensive Care
Corporation of our report dated August 27, 1992, relating to the consolidated
statements of operations, stockholders' equity and cash flows and related
schedules of Comprehensive Care Corporation and subsidiaries for the year ended
May 31, 1992, which report appears in the May 31, 1994 annual report on Form
10-K of Comprehensive Care Corporation.

Our report dated August 27, 1992 contains two separate explanatory paragraphs
which state:

As discussed in Note 15 to the consolidated financial statements, the Company
is currently undergoing a payroll tax audit by the Internal Revenue Service
("IRS") for calendar years 1983 through 1991. The IRS asserted that certain
physicians and psychologists engaged as independent contractors by the Company
should have been treated as employees for payroll tax purposes and has issued
an assessment claiming additional taxes due on that basis. Management believes
that its treatment of the independent contractors is consistent with IRS
guidelines and established industry practice. Management has filed a protest
to the assessment and intends to defend vigorously the claims made by the IRS
related to this issue. Also, as discussed in Note 15 to the consolidated
financial statements, on August 15, 1991 the Company, along with others, were
named in a stockholder complaint filed in District Court related to the
terminated reorganization with First Hospital Corporation. Management intends
to defend vigorously the claims related to this issue. The ultimate outcome of
these matters cannot presently by determined. Accordingly, no provision for
any liability that may result upon resolution of these matters has been
recognized in the accompanying consolidated financial statements.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to
the consolidated financial statements, the Company incurred significant
recurring losses and has a substantial portion of its senior secured debt due
on November 15, 1992. The potential need for additional financing to repay
debt as it comes due and finance the Company's anticipated working capital
requirements during fiscal 1993 raises substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are described in Note 2. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

KPMG Peat Marwick LLP

St. Louis, Missouri
August 26, 1994