AMENDED AND RESTATED REVOLVING NOTE

Exhibit 4.02 (b)

AMENDED AND RESTATED REVOLVING NOTE

FOR VALUE RECEIVED, the undersigned, OCCUPATIONAL HEALTH + REHABILITATION INC, a Delaware corporation ( “OHR” ), CM OCCUPATIONAL HEALTH, LIMITED LIABILITY COMPANY , a Maine limited liability company ( “CM” ), and OHR-SSM, LLC , a Missouri limited liability company ( “OHR-SSM” ; together with OHR and CM, individually and collectively, the “ Borrower ”), hereby promises to pay to CAPITALSOURCE FINANCE LLC (the “ Lender ”) the unpaid principal amount of all Advances made by Lender to Borrower under the Revolving Facility, with interest thereon, and all other Obligations under the Loan and Security Agreement, dated as of December 15, 2000, as amended by Amendment No. 1 to Loan and Security Agreement, dated July 19, 2002, Amendment No. 2 to Loan and Security Agreement, dated as of March 18, 2002, and the Amended and Restated Revolving Credit and Security Agreement dated as of the date hereof between Borrower and Lender as successor-in-interest to DVI Business Credit Corporation (“ DVI ”) or DVI (as it may be amended, supplemented or otherwise modified from time to time, the “ Loan Agreement ”), all at the times and in the manner set forth in the Loan Agreement. Capitalized terms used but not defined herein shall have the meanings given them in the Loan Agreement. This Amended and Restated Revolving Note shall hereinafter be referred to as the “Note” .

1. Interest and Payments .

(a) Subject to the limitations set forth herein, Borrower promises to pay interest on the outstanding principal amount of the Revolving Facility from the date of any Advance under the Revolving Facility until such principal amount is irrevocably paid in full in cash. Interest on outstanding Advances under the Revolving Facility shall be due and payable monthly in arrears on the first Business Day of each calendar month, commencing January 1, 2004, at an annual rate of the Prime Rate plus 1.0%, provided, however, that, notwithstanding any other provision of this Note, the Loan Agreement or any other Loan Document, for the purpose of calculating interest hereunder, the Prime Rate shall be not less than 4.0%, in each case calculated on the basis of a 360-day year and for the actual number of calendar days elapsed in each interest calculation period.

(b) Payments of interest and other Obligations shall be made, when due, by the application of funds advanced under the Revolving Facility in accordance with the provisions of the Loan Agreement. Any payments of principal or interest or other amounts on or payments under this Note not paid automatically as provided in the Loan Agreement shall be paid to Lender only by wire transfer on the date when due, without any deduction whatsoever, including any deduction for any setoff or counterclaim, in U.S. Dollars in immediately available funds as required in the Loan Agreement. Notwithstanding and without limiting or being limited by any other provision of this Note, any payments or prepayments received under this Note shall be credited and applied in accordance with the provisions of the Loan Agreement.

2. Maturity .

Unless earlier due and payable or accelerated under the Loan Agreement, this Note shall mature, and the outstanding principal balance hereunder and other Obligations, together with all other outstanding amounts due hereunder and under the Loan Agreement, shall become due and payable in full

on the earlier of (a) the occurrence of an Event of Default if so required pursuant to the Loan Agreement or Lender’s demand upon an Event of Default, and (b) the last day of the Term.

3. Default Rate .

Upon the occurrence of an Event of Default and during the continuation thereof, the Applicable Rate of interest in effect at such time with respect to the Obligations shall be increased by 4.0% per annum.

4. Loan Agreement and Security Agreement .

(a) This Note is referred to in, made pursuant to, and entitled to the benefits of, the Loan Agreement. The Loan Agreement, among other things, (i) provides for the making of the Revolving Facility by Lender to Borrower in the Dollar amount first mentioned above, (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events upon the terms and conditions therein specified, and (iii) contains provisions defining an Event of Default and the rights and remedies of Lender upon the occurrence of an Event of Default.

(b) This Note is a secured note, entitled to the benefits of and security interests granted in, among other things, the Loan Agreement and the other Security Documents.

5. Prepayments. This Note may be prepaid in whole or in part upon notice to Lender and shall be prepaid in whole, in each case as provided or required in the Loan Agreement and upon payment of all fees and other Obligations set forth therein. No payment or prepayment of any amount shall entitle any Person to be subrogated to the rights of Lender hereunder or under the Loan Agreement unless and until the Obligations have been performed in full and paid irrevocably in full in cash and the Loan Agreement has been terminated.

6. Payments Due on a Day other than a Business Day. If any payment to be made on or under this Note is stated to be due or becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to, and such payment shall be made on, the next succeeding Business Day, and such extension of time in such case shall be included in the computation of payment of any interest (at the interest rate then in effect during such extension) and/or fees, as the