LIMITED PARTNERSHIP AGREEMENT



                                       OF



                         NEURO INSTITUTE OF AUSTIN, L.P.



         This Limited Partnership Agreement is made and entered into this 31st

day of October, 2001, by and between PSI TEXAS HOSPITALS, LLC, a Texas limited

liability company, the principal place of business of which is 310 25th Avenue

North, Suite 209, Nashville, Tennessee 37203, as the general partner (the

"General Partner"), and PSI HOSPITALS, INC., a Delaware corporation, the

principal place of business of which is 310 25th Avenue North, Suite 209,

Nashville, Tennessee 37203, as the limited partner (the "Limited Partner"). (The

General Partner and Limited Partner are collectively referred to herein as the

"Partners.")



         The Partners hereby agree as follows:



                                   ARTICLE 1.

                                    GENERAL



         1.1      Formation. The Partners hereby form Neuro Institute of Austin,

L.P. (the "Partnership") as a limited partnership under the Texas Revised

Limited Partnership Act (the "Limited Partnership Act").



         1.2      Name. The name of the Partnership shall be "Neuro Institute of

Austin, L.P." and all business of the Partnership shall be conducted in such

name; provided, however, the General Partner may change the name of the

Partnership at any time and from time to time by notice to the Limited Partner.



         1.3      Purpose. The purpose of the Partnership is to engage in any

lawful act or activity in which a limited partnership may engage under the

Limited Partnership Act including, without limitation, the acquisition,

development, construction, owning, mortgaging, encumbering, leasing,

disposition, improvement of and otherwise dealing with real property and related

personal property.



         1.4      Term. The term of the Partnership shall commence upon filing

of the Certificate of Limited Partnership of Neuro Institute of Austin, L.P.

(the "Certificate") with the Texas Secretary of State and shall continue until

the completion of the Partnership's dissolution, winding up, and liquidation as

provided herein.



         1.5      Place of Business. The Partnership may have such places of

business within the United States of America as the General Partner determines

to be appropriate from time to time.



<PAGE>



         1.6      Registered Agent. The registered agent for service of process

on the Partnership in the State of Texas shall be National Registered Agents,

Inc., 905 Congress Avenue, Austin, Texas 78701, or such other person as the

General Partner may designate from time to time.



         1.7      Filings. The General Partner has executed and shall cause to

be filed the Certificate in the office of the Texas Secretary of State, in

accordance with the provisions of the Limited Partnership Act, and shall execute

and file such other certificates or documents required by any state or other

jurisdiction in which the Partnership engages in business. The General Partner

shall take any and all other actions reasonably necessary to perfect and

maintain the status of the Partnership as a limited partnership and shall

execute and file for public record any and all filings in all places and at such

times as necessary for the continuation of and transaction of business by the

Partnership.



                                   ARTICLE 2.

                   CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS



         2.1      General Partner. The General Partner shall contribute the sum

of One Dollar ($1.00) as and for the General Partner's initial capital

contribution for its general partnership interest in the Partnership. Except as

provided in this Section 2.1, the General Partner shall not be required to make

any other capital contributions to the Partnership.



         2.2      Contribution of Limited Partner. The Limited Partner shall

contribute the sum of Ninety-Nine Dollars ($99.00) to the Partnership as and for

its initial capital contribution for its limited partnership interest in the

Partnership.

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