Exhibit 10.02(f)
FORBEARANCE
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Reference is
hereby made to those certain promissory notes (the "Promissory
Notes") in the original aggregate principal
amount of $2,699,740.35 issued by
Occupational Health + Rehabilitation Inc
("Obligor") pursuant to that certain
Series A Convertible Preferred Stock
Repurchase Agreement among Obligor and the
Sellers listed on Schedule I thereto (each
such Seller a "Holder" and
collectively, the "Holders") dated as of
March 24, 2003 (the "Repurchase
Agreement").
Obligor has,
from time to time since March 24, 2004, paid less than the
full amount of the principal and accrued
interest due on the Promissory Notes
when due, including the final installment
which was due September 24, 2004. As
of March 7, 2005, the aggregate amount
outstanding on the Promissory Notes
included $674,826.90 of principal and
$20,807.16 of accrued interest.
Effective March
30, 2004, Obligor received a waiver from the Holders
pursuant to which they agreed that, prior
to April 1, 2005, they would not
pursue any remedies related to the failure
to make a full installment payment on
the Promissory Notes when due.
Obligor agrees
to pay the aggregate principal amount and accrued and unpaid
interest as soon as practicable, but in no
event later that December 31, 2005.
Based, however, on its prudent business
judgment for the uses of its projected
cash resources and the limitations imposed
on it under Obligor's revolving line
of credit with C
