Exhibit 10.54

                      AMENDMENT NO. 1 TO SECURED TERM NOTE


     THIS  AMENDMENT  NO. 1 TO  SECURED  TERM NOTE (the  "Amendment")  is hereby
entered into as of the 19th day of March, 2001, between PHC OF MICHIGAN, INC., a
Massachusetts  corporation  ("Borrower"),  and HELLER HEALTHCARE  FINANCE,  INC.
(f/k/a  HEALTHCARE  FINANCIAL  PARTNERS - FUNDING II, L.P.), a Delaware  limited
partnership ("Lender").


     WHEREAS,  Borrower has executed that certain  Secured Term Note (the "Note"
dated March 12, 1997 in the  principal sum of One Million One Hundred and 00/100
Dollars($110,000.00) in favor of Lender.

     WHEREAS, Borrower and Lender desire to amend the Note pursuant to the terms
and conditions of this Amendment.

     NOW, THEREFORE, the parties agree as follows:

     1. Capitalized terms used and not otherwise defined in this Amendment shall
have the meanings given to them in the Note.

     2. Borrower and Lender affirm that, as of the date of this  Amendment,  the
outstanding  principal  balance  under the Note is Seven  Hundred  Seventy  Nine
Thousand One Hundred Sixty Six and 65/100 Dollars ($779,166.65).

     3. Section 2 of the Note is hereby  amended and restated in its entirety to
read as follows:

     "2. Principal and Interest.  Borrower promises to pay to Lender interest on
the Principal  Sum at a  fluctuating  rate per annum (on the basis of the actual
number of days  elapsed  over a year of 360 days)  equal to the Prime  Rate plus
five percent (Prime plus 5.00%) (the "Base Rate"),  provided that after an Event
of Default such rate shall be equal to the Base Rate plus five percent (5%). For
purposes of the  foregoing,  the term  "Prime  Rate" means that rate of interest
designated as such by Fleet National Bank of Connecticut, N.A., or any successor
thereto, as the same may from time to time fluctuate.

               On April 30,  2001,  and on the last  Business  Day of each month
               thereafter  through and  including  June 30, 2001,  Borrower will
               make one of three  (3)  equal  monthly  installment  payments  of
               principal,  each of which is equal  to Ten  Thousand  and  00/100
               Dollars  ($10,000.00)  per  installment,  together  with  accrued
               interest on each such installment calculated at the Base Rate. On
               July  31,  2001,  and on the  last  Business  Day of  each  month
               thereafter through and including February 28, 2003, Borrower will
               make one of twenty (20) equal monthly



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               installment  payments  of  principal,  each of  which is equal to
               Twenty Thousand and 00/100 Dollars  ($20,000.00) per installment,
               together   with  accrued   interest  on  each  such   installment
               calculated  at the Base Rate.  On March 12,  2003 (the  "Maturity
               Date") Borrower shall make a balloon principal installment of the
               then remaining principal of Three Hundred Forty-Nine Thousand One
               Hundred Sixty-Six and 65/100 Dollars ($349,166.65), together with
               all  accrued and unpaid  interest.  After the  Maturity  Date and
               until the entire  Principal Sum shall be paid in full, the amount
               of the  Principal  Sum  then  outstanding  shall  bear  interest,
               payable on demand,  at the Base Rate plus five percent (5%),  but
               in no event to exceed the maximum lawful rate."

     4.  Borrower  hereby  (a)  confirms  that  all of the  representations  and
warranties set forth in Section 10 of the Note  ("Representations") are true and
correct with  respect to such  Borrower,  and (b)  specifically  represents  and
warrants  to  Lender  that  it  has  good  and  marketable  title  to all of its
respective Collateral,  free and clear of any lien or security interest in favor
of any other person or entity.

     5. Borrower  hereby confirms that no Event of Default exists as are defined
in Section 12 of the Note ("Events of Default"). -

     6. This Amendment may be executed in several counterparts, and each copy so
executed shall be deemed an original.

     7. Except as expressly stated in this Amendment, the terms, conditions, and
provisions of the Note, as amended by this Amendment, shall remain in full force
and effect and shall not be modified or otherwise  effected by the  execution of
this Amendment.

     8. This Amendment shall be governed by and construed in accordance with the
laws of the State of Maryland.



                                [SIGNATURES FOLLOWS)






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     IN WITNESS  WHEREOF,  the parties have executed or caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.


                                        BORROWER:

Attest:                                 PHC OF MICHIGAN, INC.
(Seal)                                  a Massachusetts corporation


By:  /s/  Paula C. Wurts                By:  /s/  Bruce A. Shear
Name      Paula C. Wurts                Name:     Bruce A. Shear
Title:    Chief Financial officer       Title:    President











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