<PAGE>
                                                                    EXHIBIT 10.2

         FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(the "Amendment"), dated as of September 25, 2002 is among HORIZON HEALTH
CORPORATION, a Delaware Corporation (the "Parent"), HORIZON MENTAL HEALTH
MANAGEMENT, INC., a Delaware Corporation (the "Borrower"), each of the banks or
other lending institutions party hereto, JPMORGAN CHASE BANK (formerly known as
The Chase Manhattan Bank, who was the successor in interest by merger to Chase
Bank of Texas, National Association, formerly known as Texas Commerce Bank
National Association), as the agent (the "Agent").

                                    RECITALS:

         A. The Parent, the Borrower, the Agent, and certain banks and other
lending institutions have entered into that certain Second Amended and Restated
Credit Agreement dated as of May 23, 2002 (as the same may hereafter be amended
or otherwise modified, herein the "Agreement").

         B. The Parent entered into a Member Interests Purchase Agreement, dated
as of June 13, 2002, with Lara Mac, Steve MacEachern, Obstetrical Nurses, Inc.,
and Vickie Lotz whereby Parent purchased all of the membership interests of
ProCare One Nurses, LLC, a Delaware limited liability company ("ProCare").
ProCare entered into a Subsidiary Joinder Agreement, dated as of July 3, 2002,
joining into the Subsidiary Security Agreement and the Guaranty as a debtor and
guarantor, respectively, thereunder. The Parent entered into a Pledge Amendment,
dated as of July 3, 2002, amending Schedule 1 to the Parent Pledge Agreement to
add 100% of the membership interests of ProCare thereto.

         C. Geriatric Medical Care, Inc. was merged with and into the Borrower
on August 31, 2002.

         D. Horizon Behavioral Services, Inc. ("HBS") desires to purchase all of
the issued and outstanding capital stock of Health and Human Resource Center,
Inc., d/b/a Integrated Insights, a California corporation ("Insights"), pursuant
to a Stock Purchase Agreement to be entered into between HBS and Stephen Heidel,
M.D. (the "Stock Purchase Agreement").

         E. In connection with the acquisition of Insights (the "Acquisition"),
the Parent and the Borrower have requested that the Agent and the Banks amend
certain provisions of the Agreement. Subject to satisfaction of the conditions
set forth herein, the Agent and the Banks party hereto are willing to amend the
Agreement as herein set forth.

         NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows effective as of the
date hereof unless otherwise indicated:

                                   ARTICLE I.

                                   Definitions

         Section 1.1. Definitions. Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby.



FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 1

<PAGE>

                                  ARTICLE II.

                                   Amendments


         Section 2.1. Amendment to Section 1.1 - DEFINITIONS. Section 1.1 of the
Agreement is amended as follows:

                  (a) to add each of the following definitions, in alphabetical
         order, thereto:

                           "Insights" means Health and Human Resource Center,
                  Inc., d/b/a Integrated Insights, a California corporation.

                           "ProCare" means ProCare One Nurses, LLC, a Delaware
                  limited liability company.

                           "Restricted Group Member" means Insignificant
                  Subsidiaries and Restricted Subsidiaries.

                           "Restricted Subsidiary" means HBS CA and Insights.

                  (b) to amend each of the following definitions in its entirety
         to read as follows:

                           "Chase" means JPMorgan Chase Bank in its individual
                  capacity and not as Agent, and its successors, formerly known
                  as The Chase Manhattan Bank, who was the successor in interest
                  by merger to Chase Bank of Texas, National Association, who
                  was formerly known as Texas Commerce Bank National
                  Association.

                           "Insignificant Subsidiary" means FPM.

                           "Obligated Party" means Parent, the Subsidiaries who
                  are parties to the Guaranty, the Subsidiary Security Agreement
                  or a Subsidiary Pledge Agreement or any other Person
                  (exclusive of Borrower) who is or becomes party to any
                  agreement that guarantees or secures payment and performance
                  of the Obligations or any part thereof. Not all Subsidiaries
                  are Obligated Parties. AHG Partnership, HBS CA, FPM, and
                  Insights are the only Subsidiaries of Parent that are not
                  Obligated Parties. As of the Closing Date, the Subsidiaries
                  who are Obligated Parties are listed on the Obligated Party
                  Consent attached hereto.

                           "Subsidiary Pledge Agreements" means each of the
                  pledge and security agreements between a Subsidiary and the
                  Agent for the benefit of itself and the Banks, in
                  substantially the form of Exhibit "F" to the Original Credit
                  Agreement, as the same may be amended or otherwise modified,
                  and includes as of the Closing Date each of the following:

                           (a) the Borrower Pledge Agreement;

                           (b) the FPMBH Pledge Agreement;

                           (c) the Texas Pledge Agreement; and

                           (d) the OHCA Pledge Agreement.

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 2

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         Section 2.2. Amendment to Section 2.7 - LETTERS OF CREDIT. Clause (b)
of Section 2.7 of the Agreement is amended by replacing the dollar amount
"$3,000,000" with the dollar amount "Seven Million Dollars ($7,000,000)" in the
last sentence of such clause (b).

         Section 2.3. Amendment to Section 8.8 - APPROVALS. The proviso set
forth in Section 8.8 of the Agreement is amended in its entirety to read as
follows:

                  provided, however, pursuant to the Knox Keene Health Care
                  Service Plan Act of 1975 (a) HBS's pledge of Insights' stock
                  will be restricted from sale or foreclosure by the Agent or
                  any Lender without satisfaction of the California regulations
                  requiring the approval of the applicable governmental agency
                  to a change of control of a Knox-Keene license holder and (b)
                  if HBS CA obtains a Knox-Keene License from the State of
                  California pursuant to the Knox-Keene Health Care Service Plan
                  Act of 1975 to operate prepaid health service plans in the
                  State of California then HBS's pledge of HBS CA's stock will
                  be restricted from sale or foreclosure by the Agent or any
                  Lender without satisfaction of the California regulations
                  requiring the approval of the applicable governmental agency
                  to a change of control of a Knox-Keene license holder.

         Section 2.4. Amendment to Section 8.14 - SUBSIDIARIES. Section 8.14 of
the Agreement is amended by replacing the words "Insignificant Subsidiaries" in
the penultimate sentence with the words "Restricted Group Members".

         Section 2.5. Amendment to Section 9.1 - POSITIVE COVENANTS. Section 9.1
of the Agreement is amended by: (a) deleting the word "and" at the end of clause
(l); (b) amending clause (m) in its entirety to read as set forth in clause (m)
below; and (c) adding a new clause (n) which shall read in its entirety as set
forth in clause (n) below:

                  (m) Financial Statements for Restricted Subsidiaries. As soon
         as possible and in any event within five (5) Business Days after a
         Restricted Subsidiary submits financial statements or other
         documentation pursuant to the requirements of the Knox Keene Health
         Care Service Plan Act of 1975 or Title 10 of the California Code of
         Regulations, a copy of such financial statements and documentation; and

                  (n) General Information. Promptly, such other information
         concerning Parent or any Subsidiary as Agent or any Bank may from time
         to time reasonably request.

         Section 2.6. Amendment to Section 9.10 - FURTHER ASSURANCES AND
COLLATERAL MATTERS. Section 9.10 of the Agreement is amended by: (a) replacing
the words "an Insignificant Subsidiary" in clause (a), except for subsection
(a)(iv), with the words "a Restricted Group Member"; (b) deleting the words
"other than an Insignificant Subsidiary" and the commas before and after such
words set forth in subsection (a)(iv); (c) replacing the words "of the
Insignificant Subsidiaries" in clause (b) with the words "or acquisition of a
Restricted Group Member"; (d) replacing the dollar amount "Five Hundred Thousand
Dollars ($500,000)" with the dollar amount "Two Hundred Fifty Thousand Dollars
($250,000)" in clause (d); and (e) adding a new clause (e) which shall read in
its entirety as set forth in clause (e) below:

                  (e) Restricted Subsidiaries. If as of any date, the aggregate
         amount of income of any Restricted Subsidiary as calculated in clause
         (m) of the definition of

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 3

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         Consolidated Net Income set forth in Section 11.3 for the most recently
         completed four (4) Fiscal Quarter period as of the date of
         determination (the "Restricted Subsidiaries Cash Flow") exceeds ten
         percent (10%) of the Parent's consolidated EBITDA (as calculated in
         Section 11.3), then, within thirty (30) days after the date of
         determination, the Parent and Borrower shall either (i) cause each
         Restricted Subsidiary to execute and deliver such documentation as the
         Agent may request to cause such Restricted Subsidiary to evidence,
         perfect, or otherwise implement the guaranty of and provision of
         security for the Obligations contemplated by the Guaranty and the
         Subsidiary Security Agreement or (ii) provide Agent written notice that
         the amount by which the Restricted Subsidiaries Cash Flow exceeds 10%
         of the Parent's consolidated EBITDA (as calculated in Section 11.3)
         shall be excluded from the calculation of all consolidated financial
         covenants hereunder. If Parent and the Borrower elect to exclude such
         excess of the Restricted Subsidiaries Cash Flow from the calculation of
         all consolidated financial covenants, then without any further
         amendment or other modification to the Loan Documents, such excess of
         the Restricted Subsidiaries Cash Flow shall thereafter be so excluded.
         In calculating compliance with the financial covenants thereafter, the
         Parent will show the calculations utilized to exclude such excess of
         the Restricted Subsidiaries Cash Flow from such financial covenants.

         Section 2.7. Amendment to Section 10.1 - DEBT. Section 10.1 of the
Agreement is amended by: (a) replacing the words "Insignificant Subsidiaries" in
clause (b) with the words "Restricted Group Members"; (b) replacing the words
"the Insignificant Subsidiaries" in clause (c) with the words "Restricted Group
Members"; and (c) replacing the words "an Insignificant Subsidiary" in clause
(g) and clause (i) with the words "a Restricted Group Member".

         Section 2.8. Amendment to Section 10.3 - MERGERS, ETC. Section 10.3 of
the Agreement is amended by: (a) replacing the words "an Insignificant
Subsidiary" in clauses (a), (b) and (c) with the words "a Restricted Group
Member"; (b) deleting the word "and" at the end of clause (b); (c) adding the
word "and" at the end of clause (c); and (d) adding a new clause (d) which shall
read in its entirety as set forth in clause (d) below:

         (d) if no Default exists or would result, any Restricted Subsidiary may
         merge into or consolidate with any other Restricted Subsidiary if the
         surviving Restricted Subsidiary assumes the obligations of the
         applicable Restricted Subsidiary under the Loan Documents, if any, is
         solvent as contemplated under Section 8.20 after giving effect to such
         merger or consolidation and fulfills the obligations set forth in
         Section 9.10; provided that upon the occurrence of any merger or
         consolidation permitted in this clause (d) the Parent's and the
         Subsidiaries option to make additional capital contributions, loans,
         and advances to and/or investments in or to purchase any stocks, bonds,
         or other equity securities in (i) the surviving Restricted Subsidiary
         as permitted pursuant to the proviso set forth in Section 10.5(l) shall
         without any amendment or other modification to the Loan Documents be
         limited to the amount set forth in the proviso of Section 10.5(l) for
         the surviving Restricted Subsidiary minus the amount of additional
         capital contributions, loans, and advances to and/or investments in or
         purchases of any stocks, bonds, or other equity securities which have
         already been made in the surviving Restricted Subsidiary prior to such
         merger or consolidation and (ii) the non-surviving Restricted
         Subsidiary as permitted pursuant to the proviso set forth in Section
         10.5(l) shall without any amendment or other modification to the Loan
         Documents be terminated.

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 4

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         Section 2.9. Amendment to Section 10.5 - INVESTMENTS. Section 10.5 of
the Agreement is amended by: (a) replacing the words "ProCare One Nurses, LLC"
in subsections (a)(ii) and (a)(iii) with the word "ProCare"; (b) replacing the
words "an Insignificant Subsidiary" in clauses (a) and (l) and subsection
(a)(vi) with the words "a Restricted Group Member"; (c) replacing the dollar
amount "Five Hundred Thousand Dollars ($500,000)" with the dollar amount "Two
Hundred Fifty Thousand Dollars ($250,000)" in clause (l); (d) replacing the
words "Insignificant Subsidiaries" in clause (l) with the words "Restricted
Group Members"; and (e) amending the proviso in clause (l) in its entirety to
read as set forth below:

         provided, however, Parent and the Subsidiaries may, (i) make additional
         capital contributions, loans, and advances to and/or investments in or
         purchase any stocks, bonds, or other equity securities authorized to be
         issued under Section 10.6 of HBS CA if the aggregate amount thereof
         made during the period from the closing date under the Existing Credit
         Agreement through the Termination Date does not exceed the lesser of
         (A) One Million Five Hundred Thousand Dollars ($1,500,000) or (B) the
         minimum amount necessary for HBS CA to maintain compliance with the
         tangible net equity requirements of Fifty Thousand Dollars ($50,000)
         set forth in Section 1300.76 of Title 10 of the California Code of
         Regulations and (ii) in addition to the Purchase Price paid by HBS for
         its acquisition of Insights in accordance with the terms of Section
         10.5, make additional capital contributions, loans, and advances to
         and/or investments in or purchase any stocks, bonds, or other equity
         securities authorized to be issued under Section 10.6 of Insights if
         the aggregate amount thereof made during the period from the closing
         date under the Existing Credit Agreement through the Termination Date
         does not exceed One Million Dollars ($1,000,000);

         Section 2.10. Amendment to Section 11.3 - FIXED CHARGE COVERAGE. The
definition of "Consolidated Net Income" set forth in Section 11.3 of the
Agreement is amended by: (a) replacing the words "but excluding" appearing after
the third comma in such definition with the words "but excluding without
duplication"; (b) renumbering clauses (m), (n), (o), (p), and (q) to be clauses
(n), (o), (p), (q) and (r), respectively; and (c) adding a new clause (m) which
shall read in its entirety as set forth in clause (m) below:

                  (m) the income (or loss) of any Restricted Subsidiary;
         provided, however, that (i) Consolidated Net Income shall include
         amounts in respect of the income of such Restricted Subsidiary when
         actually received in cash by the Parent in the form of dividends or
         similar distributions and (ii) Consolidated Net Income shall be reduced
         by the aggregate amount of all investments, regardless of the form
         thereof, made by the Parent or any of its Subsidiaries in such
         Restricted Subsidiaries for the purpose of funding any deficit or loss
         of such Restricted Subsidiary;

         Section 2.11. Amendment to Section 11.4 - INDEBTEDNESS TO ADJUSTED
EBITDA. Clause (c) of Section 11.4 of the Agreement is amended in its entirety
to read as follows:

                  (c) on a pro forma basis, the pro forma EBITDA of each Prior
         Target or, as applicable, the EBITDA of a Prior Target attributable to
         the assets acquired from such Prior Target, for any portion of such
         Subject Period occurring prior to the date of the acquisition of such
         Prior Target or the related assets; provided that, (i) the EBITDA for a
         Prior Target will not be included unless it can be established in a
         manner satisfactory to Agent based on financial statements of the Prior
         Target prepared in accordance with GAAP without adjustment for expense
         or other charges that will be eliminated after the acquisition; and
         (ii) if such Prior Target has become a Restricted Subsidiary, then in

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 5

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         calculating its pro forma EBITDA, any income which could not be
         distributed to its parent as a result of restrictions arising under
         governing documents, agreement, applicable law or otherwise shall not
         be included.

         Section 2.12. Amendment to Exhibit C - COMPLIANCE CERTIFICATE. Exhibit
C to the Agreement is amended in its entirety to read as set forth on Exhibit A
attached hereto.

         Section 2.13. Amendment to Schedules 8.14 and 8.14A - LIST OF
SUBSIDIARIES AND ORGANIZATIONAL CHART. Schedules 8.14 and 8.14A to the Agreement
is amended in its entirety to read as set forth on Schedule 1 attached hereto.

         Section 2.14. Amendment to JPMorgan Chase Bank Description. Any
reference in the Agreement, the Security Documents, or any other Loan Document
to JPMorgan Chase Bank (as successor in interest by merger to The Chase
Manhattan Bank, who was the successor in interest by merger to Chase Bank of
Texas, National Association, who was formerly known as Texas Commerce Bank
National Association) is hereby amended to be a reference to JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank, who was the successor in interest
by merger to Chase Bank of Texas, National Association, who was formerly known
as Texas Commerce Bank National Association).

                                  ARTICLE III.

                              Conditions Precedent


         Section 3.1. Conditions. The effectiveness of Article 2 of this
Amendment is subject to the satisfaction of the following conditions precedent:

                  (a) The Agent shall have received all of the following, each
dated (unless otherwise indicated) the date of this Amendment, in form and
substance satisfactory to the Agent:

                           (i) Amendment Fee. Payment of the amendment fee
required by Section 4.6 of this Amendment.

                           (ii) Additional Information. Such additional
documentation, approvals, opinions, and information as Agent or its legal
counsel Jenkens & Gilchrist, a Professional Corporation, may request; and

                  (b) The representations and warranties contained herein and in
all other Loan Documents, as amended hereby, shall be true and correct in all
material respects as of the date hereof as if made on the date hereof, except
for such representations and warranties limited by their terms to a specific
date;

                  (c) No Default or Event of Default shall have occurred and be
continuing; and

                  (d) All proceedings taken in connection with the transactions
contemplated by this Amendment, the Stock Purchase Agreement, and all
documentation and other legal matters incident thereto shall be satisfactory to
the Agent and its legal counsel Jenkens & Gilchrist, a Professional Corporation.

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 6

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                                  ARTICLE IV.

                                  Miscellaneous

         Section 4.1. Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect.

         Section 4.2. Representations and Warranties. Borrower hereby represents
and warrants to the Agent and the Banks as follows: (a) after giving effect to
this Amendment and the Acquisition, no Default exists; (b) after giving effect
to this Amendment and the Acquisition, the representations and warranties set
forth in the Loan Documents are true and correct in all material respects on and
as of the date hereof with the same effect as though made on and as of such date
except with respect to any representations and warranties limited by their terms
to a specific date; and (c) the execution, delivery, and performance of this
Amendment and the consummation of the Acquisition have been duly authorized by
all necessary action on the part of Parent, Borrower, and each Obligated Party
and does not and will not (i) violate any provision of law applicable to the
Borrower, the Parent, Insights, or any Obligated Party, the certificate of
incorporation, bylaws, partnership agreement, membership agreement, or other
applicable governing document of the Borrower, the Parent, Insights, or any
Obligated Party or any order, judgment, or decree of any court or agency of
government binding upon the Borrower, the Parent, Insights, or any Obligated
Party, (ii) conflict with, result in a breach of or constitute (with due notice
of lapse of time or both) a default under any material contractual obligation of
the Borrower, the Parent, Insights, or any Obligated Party, (iii) result in or
require the creation or imposition of any material lien upon any of the assets
of the Borrower, the Parent, Insights, or any Obligated Party, or (iv) require
any approval or consent of any Person under any material contractual obligation
of the Borrower, the Parent, Insights, or any Obligated Party.

         IN ADDITION, TO INDUCE THE AGENT AND THE BANKS TO AGREE TO THE TERMS OF
THIS AMENDMENT, THE BORROWER, THE PARENT, AND EACH OBLIGATED PARTY (BY IT
EXECUTION BELOW) REPRESENTS AND WARRANTS THAT AS OF THE DATE OF ITS EXECUTION OF
THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR
COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE
THEREWITH IT:

                  (a) WAIVER. WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSES
         OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE
         OF ITS EXECUTION OF THIS AMENDMENT AND

                  (b) RELEASE. RELEASES AND DISCHARGES THE AGENT AND THE BANKS,
         AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
         SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE "RELEASED
         PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES,
         CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN
         OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE
         BORROWER OR ANY OBLIGATED PARTY EVER HAD, NOW HAS, CLAIMS TO HAVE OR
         MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF
         AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS
         CONTEMPLATED THEREBY.

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 7

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         Section 4.3. Survival of Representations and Warranties. All
representations and warranties made in this Amendment shall survive the
execution and delivery of this Amendment, and no investigation by the Agent or
any Bank or any closing shall affect the representations and warranties or the
right of the Agent or any Bank to rely upon them.

         Section 4.4. Reference to Agreement. Each of the Loan Documents,
including the Agreement, are hereby amended so that any reference in such Loan
Documents to the Agreement shall mean a reference to the Agreement as amended
hereby.

         Section 4.5. Expenses of Agent. As provided in the Agreement, the
Borrower agrees to pay on demand all costs and expenses incurred by the Agent in
connection with the preparation, negotiation, and execution of this Amendment,
including without limitation, the costs and fees of the Agent's legal counsel.

         Section 4.6. Amendment Fee. The Borrower agrees to pay to each Bank, on
the date hereof, an amendment fee in the amount of $10,000 each, in
consideration for the Banks' agreement to enter into this Amendment.

         Section 4.7. Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

         Section 4.8. Applicable Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas and the applicable
laws of the United States of America.

         Section 4.9. Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of the Agent, each Bank and the Borrower and their
respective successors and assigns, except the Borrower may not assign or
transfer any of its rights or obligations hereunder without the prior written
consent of the Banks.

         Section 4.10. Counterparts. This Amendment may be executed in one or
more counterparts and on telecopy counterparts, each of which when so executed
shall be deemed to be an original, but all of which when taken together shall
constitute one and the same agreement.

         Section 4.11. Effect of Waiver. No consent or waiver, express or
implied, by the Agent or any Bank to or for any breach of or deviation from any
covenant, condition or duty by the Borrower or any Obligated Party shall be
deemed a consent or waiver to or of any other breach of the same or any other
covenant, condition or duty.

         Section 4.12. Headings. The headings, captions, and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

         Section 4.13. ENTIRE AGREEMENT. THIS AMENDMENT EMBODIES THE FINAL,
ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR
COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR
ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 8

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         Executed as of the date first written above.

                                    PARENT AND BORROWER:

                                    HORIZON HEALTH CORPORATION
                                    HORIZON MENTAL HEALTH MANAGEMENT, INC.


                                    By:
                                       ---------------------------------------
                                    Name:
                                         -------------------------------------
                                         Authorized Officer for both Parent and
                                         Borrower


                                    AGENT AND BANKS:

                                    JPMORGAN CHASE BANK (formerly known as The
                                    Chase Manhattan Bank, who was successor-in-
                                    interest by merger to the Chase Bank of
                                    Texas, National Association who was formerly
                                    known as TEXAS COMMERCE BANK NATIONAL
                                    ASSOCIATION), individually as a Bank, as
                                    Agent, and as Issuing Bank


                                    By:
                                        --------------------------------------
                                        D. Scott Harvey, Senior Vice President


                                    BANK OF AMERICA, NATIONAL ASSOCIATION


                                    By:
                                       ---------------------------------------
                                       Daniel H. Penkar, Senior Vice President

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 9

<PAGE>


                             OBLIGATED PARTY CONSENT

         Each Obligated Party (i) consents and agrees to this First Amendment to
Second Amended and Restated Credit Agreement; (ii) agrees that the Guaranty,
Subsidiary Security Agreement, and the Subsidiary Pledge Agreement to which it
is a party shall remain in full force and effect and shall continue to be the
legal, valid, and binding obligation of such Obligated Party enforceable against
it in accordance with its terms; (iii) agrees that the "Obligations" as defined
in the Agreement as amended hereby (including, without limitation, all
obligations, indebtedness, and liabilities arising in connection with the
Letters of Credit) are "Obligations" as defined in the Guaranty; and (iv) agrees
that any reference to the "Borrower" in the Guaranty, Subsidiary Security
Agreement or Subsidiary Pledge Agreement shall mean Horizon Mental Health
Management, Inc. as the "Borrower" hereunder successor by assumption to the
obligations of the Parent.


                               OBLIGATED PARTIES:

                               MENTAL HEALTH OUTCOMES, INC.
                               SPECIALTY REHAB MANAGEMENT, INC.
                               HHMC PARTNERS, INC.
                               HORIZON BEHAVIORAL SERVICES, INC.
                               FLORIDA PSYCHIATRIC ASSOCIATES, INC.
                               HORIZON BEHAVIORAL SERVICES OF FLORIDA, INC.
                               FPMBH OF TEXAS, INC.
                               HMHM OF TENNESSEE, INC.
                               OCCUPATIONAL HEALTH CONSULTANTS OF AMERICA, INC.
                               EMPLOYEE ASSISTANCE SERVICES, INC.
                               HORIZON BEHAVIORAL SERVICES IPA, INC.
                               HORIZON BEHAVIORAL SERVICES OF NEW JERSEY, INC.
                               HORIZON BEHAVIORAL SERVICES OF NEW YORK, INC.
                               PROCARE ONE NURSES, LLC


                               By:
                                  ---------------------------------------------
                               Name:
                                    -------------------------------------------
                                    Authorized Officer for each Obligated Party


FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 10

<PAGE>


                                   EXHIBIT A
                                       TO
                           HORIZON HEALTH CORPORATION
        FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                             Compliance Certificate
























EXHIBIT A - Cover Page

<PAGE>


                             COMPLIANCE CERTIFICATE
                                     for the
                     Fiscal Quarter ending ________ __, ____

To:  JPMorgan Chase Bank
     P.O. Box 660197
     Dallas, Texas 75266-0197
     Fax No.:  (972) 888-7837
     Telephone No.:  (972) 888-7802
     Attention: D. Scott Harvey
                Steve Lewis

Ladies and Gentlemen:

         This Compliance Certificate (the "Certificate") is being delivered
pursuant to Section 9.1(c) of that certain Second Amended and Restated Credit
Agreement (as amended, the "Agreement") dated as of May 23, 2002, among the
Horizon Health Corporation ("Parent"), Horizon Mental Health Management, Inc.
("Borrower"), the banks and lending institutions named therein (the "Banks") and
JPMorgan Chase Bank, as agent for the Banks ("Agent"). All capitalized terms,
unless otherwise defined herein, shall have the same meanings as in the
Agreement. All the calculations set forth below shall be made pursuant to the
terms of the Agreement.

         The undersigned, as an authorized financial officer of Parent, and not
individually, does hereby certify to the Agents and the Banks that:

<Table>
<S>                                                                                           <C>    <C>   <C>
1.       DEFAULT.

         No Default has occurred and is continuing or if a Default has occurred
         and is continuing, I have described on the attached Exhibit A the
         nature thereof and the steps taken or proposed to remedy such Default.



2.      SECTION 9.1 - FINANCIAL STATEMENTS AND RECORDS

        (a)  Annual audited financial statements of Parent and the                            Yes     No   N/A
             Subsidiaries on or before ninety (90) days after the end
             of each Fiscal Year.

        (b)  Quarterly unaudited financial statements of Parent and the                       Yes     No   N/A
             Subsidiaries within forty-five (45) days after the end of
             each Fiscal Quarter

        (c)  Financial Projections of Parent and Subsidiaries within                          Yes     No   N/A
             forty-five (45) days after the beginning of each Fiscal
             Year.

3.       SECTION 9.10(d) - INSIGNIFICANT SUBSIDIARIES

         EBITDA for the Insignificant Subsidiaries for the most
         recently completed four Fiscal Quarter period not to exceed:          $250,000
         Actual EBITDA for the Insignificant Subsidiaries for the most
         recently completed four Fiscal Quarter period:
                                                                               $
                                                                                -------
                                                                                              Yes          No
</Table>


Compliance Certificate - Page 1

<PAGE>


<Table>
<S>                                                                                           <C>    <C>   <C>
4.      SECTION 9.10(e)  - RESTRICTED SUBSIDIARIES
         EBITDA for the Restricted Subsidiaries for the most
         recently completed four Fiscal Quarter period not to
         exceed 10% of line 12(f):                                             $
                                                                                ----------
         Actual EBITDA for the Restricted Subsidiaries for the
         most recently completed four Fiscal Quarter period:                   $              Yes          No
                                                                                ----------

5.      SECTION 10.1  - DEBT

        (a)  Purchase money not to exceed:                                     $   500,000
             Actual Outstanding:                                               $              Yes          No
                                                                                 ---------

        (b)  Guarantees of surety, appeal bonds, etc. not to
             exceed:                                                           $ 1,000,000
             Actual Outstanding:                                               $              Yes          No
                                                                                ----------

        (c)  Aggregate Debt of newly acquired or merged
             Subsidiaries not to exceed:                                       $ 1,000,000
             Actual Outstanding:                                               $              Yes          No
                                                                                ----------

        (d)  Other Debt not to exceed:                                         $   250,000
             Actual Outstanding:                                               $              Yes          No
                                                                                ----------

6.      SECTION 10.4 - RESTRICTIONS ON DIVIDENDS AND OTHER
        DISTRIBUTIONS
         The total aggregate amount of redemptions or
         repurchases exercised by employees and directors in
         connection with the exercise by such Person of stock
         options granted to such Person under Parent's benefit
         programs in any Fiscal Year shall not exceed:                         $ 1,000,000     Yes          No
         Actual Expended:                                                      $
                                                                                ----------

7.      SECTION 10.5 - INVESTMENTS

        (a)  Aggregate amount of loans to physicians employed by
             a Subsidiary not to exceed (calculated net of bad
             debt reserve):                                                    $   500,000
             Actual Outstanding:                                               $               Yes          No
                                                                                ----------

        (b)  Aggregate amount of investments in or
             contributions to wholly owned Subsidiaries not to
             exceed:                                                           $   250,000
             Actual Outstanding:                                               $               Yes          No
                                                                                ----------

        (c)  Gross aggregate amount of loans, advances, and
             investments in or contributions to Valley
             Rehabilitation Hospital, LLP not to exceed:                       $ 1,500,000

             Actual Aggregate Amount:                                          $               Yes          No
                                                                                ----------

        (d)  Aggregate amount of investments in HBS CA not
             to exceed the lesser of $1,500,000 or the minimum
             amount for compliance with minimum net worth
             requirements under Knox Keene Act:                                $
                                                                                ----------

</Table>

Compliance Certificate - Page 2

<PAGE>


<Table>
<S>                                                                                           <C>    <C>   <C>
             Actual Aggregate Amount:                                          $               Yes          No
                                                                                ----------
        (e)  Aggregate amount of investments in Insights in
             addition to the Purchase Price paid for Insights not
             to exceed:                                                        $ 1,000,000

             Actual Aggregate Amount:                                          $               Yes          No
                                                                                ----------

8.      SECTION 10.8 - ASSET DISPOSITIONS

        (a)  Aggregate book value of assets disposed during any
             12-month period not to exceed:                                    $   500,000

        (b)  Total book value of asset dispositions for 12-month
             period most recently ending:                                      $               Yes          No
                                                                                ----------

9.       SECTION 10.11 - PREPAYMENT OF DEBT

        (a)  Aggregate amount of Debt, other than the Obligations,
             prepaid or optionally redeemed during period from the
             Closing Date to the Termination Date not to exceed:               $  300,000

        (b)  Total amount of Debt, other than the Obligations,
             prepaid or optionally redeemed:                                   $               Yes          No
                                                                                ----------
10.     SECTION 11.1 - CONSOLIDATED NET WORTH

        (a)  Base Consolidated Net Worth                                       $

        (b)  The lesser of (i) $500,000 or (ii) aggregate amount of            $
             non-cash losses attributable to  impairment of goodwill            ----------
             and incurred and reported on Parent's 8/31/02 financial
             statement for such fiscal year which have resulted from
             Parent's compliance with statement number 142 of FASB

        (c)  Cumulative positive Net Income since 2/28/02
             Fiscal Quarter end                                                $
                                                                                ----------
        (d)  50% of 9(c)                                                       $
                                                                                ----------
        (e)  Aggregate amount of net cash proceeds or other
             Capital Contribution to Parent since 2/28/02                      $
                                                                                ----------

        (f)  Required Consolidated Net Worth:                                  $
             9(a) minus 9(b) plus 9(d) plus 9(e)                               ----------

        (g)  Actual Consolidated Net Worth                                     $               Yes          No
                                                                                ----------

11.     SECTION 11.2 - INDEBTEDNESS TO CAPITALIZATION

        (a)  Debt for borrowed money                                           $
                                                                                ----------

        (b)  Debt evidenced by bonds, notes, etc.                              $
                                                                                ----------

        (c)  Capital Lease Obligations                                         $
                                                                                ----------

        (f)  Reimbursement obligations for letters of credit                   $
                                                                                ----------

        (e)  North Central Development Company debt                            $
                                                                                ----------

        (f)  Sum of 10(a) through 10(e)                                        $
                                                                                ----------

        (g)  Actual Consolidated Net Worth                                     $
                                                                               ----------
</Table>


Compliance Certificate - Page 3

<PAGE>


<Table>
<S>                                                                                           <C>    <C>   <C>
             (from Section 11.1)
        (h)  10(f) plus 10(g)                                                  $
                                                                                ----------

        (j)  10(f) : 10(h) =                                                         :1.00
                                                                                -----

        (k)  Maximum Indebtedness to Capitalization                              0.50:1.00     Yes          No



12.     SECTION 11.3 - FIXED CHARGE COVERAGE

        (a)  Parent and the Subsidiaries' Consolidated Net Income for
             last four Fiscal Quarters (from Schedule 1)                       $
                                                                                ----------

        (b)  Plus provisions for tax                                           $
                                                                                ----------

        (c)  less benefit from tax                                             $
                                                                                ----------

        (d)  Plus interest expense                                             $
                                                                                ----------
        (e)  Plus amortization and depreciation                                $
                                                                                ----------

        (f)  Parent and the Subsidiaries' EBITDA:                              $
             (11(a) plus 11(b) minus 11(c) plus 11(d) plus 11(e))
                                                                                ----------
        (g)  provisions for taxes                                              $
                                                                                ----------
        (h)  plus benefit from taxes                                           $
                                                                                ----------
        (i)  minus cash dividends and other distributions made on              $
             account of the Parent's capital stock
                                                                                ----------
        (j)  aggregate amount of non-cash losses which have not already        $
             been excluded in determining Consolidated Net Income and           ----------
             which are attributable to impairment of Parent's goodwill
             incurred and reported by Parent on its financial
             statements which have resulted from Parent's compliance
             with statement number 142 of FASB
        (k)  Cash Flow                                                         $
                                                                                ----------
        (11(f) plus 11(h) minus 11(g) minus 11(i) plus 11(j))

        (l)  Fixed Charges
             (i)   Cash interest expense for last four Fiscal Quarters        $
                                                                                ----------

             (ii)  as of each date of determination (A) prior to the
                   Revolving Termination Date, one-fifth of the
                   outstanding balance of Loans and (B) on and after the
                   Revolving Termination Date, current maturities of
                   long term debt reflected on Parent's consolidated
                   balance sheet, excluding 2/3 of the final principal
                   installment due on the Termination Date                     $
                                                                                ----------

             (iii) Aggregate amount of Capital Expenditures for last
                   four Fiscal Quarters                                       $
                                                                                ----------

             (iv)  Payments made pursuant to Capital Lease Obligations
                   for last four Fiscal Quarters                               $
                                                                                ----------

             (v)   Sum of 11(l)(i) through (iv)                               $
                                                                                ----------

        (m)  Actual Fixed Charge Coverage (11(k) : 11(l)(v))=                        :1.00
                                                                                -----

        (n)  Minimum Fixed Charge Coverage                                       1.20:1.00     Yes          No
</Table>


Compliance Certificate - Page 4

<PAGE>


<Table>
<S>                                                                                           <C>    <C>   <C>
13.     SECTION 11.4 - INDEBTEDNESS TO ADJUSTED EBITDA

        (a)  Indebtedness (from 10(f))                                         $
                                                                                ----------

        (b)  Actual EBITDA (from 11(f))                                        $
                                                                                ----------
        (c)  Goodwill Impairment (from 11(i))                                  $
                                                                                ----------
        (d)  Prior Period/Prior Target EBITDA; provided that, (i) the          $
             EBITDA for a Prior Target will not be included unless it           ----------
             can be established in a manner satisfactory to Agent based
             on financial statements of the Prior Target prepared in
             accordance with GAAP without adjustment for expense or
             other charges that will be eliminated after the
             acquisition;  and (ii) if such Prior Target has become a
             Restricted Subsidiary, then in calculating its pro forma
             EBITDA, any income which could not be distributed to its
             parent as a result of restrictions arising under governing
             documents, agreement, applicable law or otherwise shall
             not be included

        (e)  Adjusted EBITDA (12(b) plus 12(c) plus 12(d))                     $
                                                                                ----------

        (f)  12(a) : 12(e)                                                           :1.00
                                                                                -----

        (g)  Maximum Indebtedness to Adjusted EBITDA allowed by Credit
             Agreement                                                           2.25:1.00          Yes     No

14.     SECTION 11.5 - CURRENT RATIO

        (a)  Consolidated current assets from balance sheet of Parent          $
                                                                                ----------

        (b)  Consolidated current liabilities from balance sheet of
             Parent                                                            $
                                                                                ----------

        (c)  Outstanding Principal balance of the Loans to the extent
             included in 13(b)                                                 $
                                                                                ----------

        (d)  Total Current Liabilities (13(b) minus 13(c))                     $
                                                                                ----------

        (e)  Actual Ratio of Current Assets to Current Liabilities
             (13(a) : 13(d))                                                         :1.00

        (f)  Minimum Ratio of Current Assets to Current Liabilities              1.00:1.00          Yes     No


15.     SECTION 11.6 - MANAGED CARE CONTRACTS

        (a)  Gross revenue during the immediately preceding 12 month           $
             period from contracts providing exclusively for                    ----------
             managed care

        (b)  Gross revenue during the immediately preceding 12 month           $
             period from the managed care portions of contracts                 ----------
             providing for EAS and managed care

        (c)  Total Managed Care Gross Revenue (14(a) plus (14(b))              $
                                                                                ----------


        (d)  Total Gross Revenue during such 12 month period                   $
                                                                                ----------

        (e)  35% of 14(d)                                                      $
                                                                                ----------


        (f)  Maximum Permitted Gross Revenue from Managed Care Contracts        14(c) greater       Yes     No
                                                                                than 14(e)
</Table>


Compliance Certificate - Page 5

<PAGE>

16.      ATTACHED SCHEDULES

         Attached hereto as schedules are the calculations supporting the
         computation set forth above in this Certificate. All information
         contained herein and on the attached schedules is true and correct.

17.      FINANCIAL STATEMENTS

         The unaudited financial statements attached hereto were prepared in
         accordance with GAAP (excluding footnotes) and fairly present (subject
         to year end audit adjustments) the financial conditions and the results
         of the operations of the Persons reflected thereon, at the date and for
         the periods indicated therein.

18.      CONFLICT

         In the event of any conflict between the definitions or covenants
         contained in the Credit Agreement and as they may be interpreted or
         abbreviated in the Compliance Certificate, the Credit Agreement shall
         control.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate
effective this _______ day of _________________, ________.


                                              HORIZON HEALTH CORPORATION



                                              By:
                                                 ------------------------------
                                                 Name:
                                                      -------------------------
                                                 Title:
                                                       ------------------------

Compliance Certificate - Page 6

<PAGE>


                                   Schedule 1
                                       to
                             Compliance Certificate

                         Parent Consolidated Net Income
                 for period ______________ to _________________

<Table>
<S>                                                                                      <C>
1.      GAAP for Parent (the "Subject Person") excluding the following
        consolidated net income                                                          $
                                                                                          ----------

        (a)  extraordinary gains or losses or nonrecurring revenue
             or expenses                                                                  ----------

        (b)  gains on sale of securities
                                                                                          ----------
        (c)  losses on sale of securities
                                                                                          ----------

        (d)  any gains or losses in respect of the write-up of any asset at
             greater than original cost or write-down at less than original
             cost;                                                                        ----------

        (e)  any gains or losses realized upon the sale or other disposition of
             property, plant, equipment or intangible assets which is not sold or
             otherwise disposed of in the ordinary course of business;
                                                                                          ----------

        (f)  any gains or losses from the disposal of a discontinued business;
                                                                                          ----------

        (g)  any net gains or losses arising from the extinguishment of any debt;
                                                                                          ----------

        (h)  any restoration to income of any contingency reserve for long
             term asset or long term liabilities, except to the extent that
             provision for such reserve was made out of income accrued
             during such period;
                                                                                          ----------

        (i)  the cumulative effect of any change in an accounting principle
             on income of prior periods;
                                                                                          ----------

        (j)  any deferred credit representing the excess of equity in any
             acquired company or assets at the date of acquisition over the
            cost of the investment in such company or asset;
                                                                                          ----------

        (k)  the income from any sale of assets in which the book value of such
             assets prior to their sale had been the book value inherited;
                                                                                          ----------

        (l)  the income (or loss) of any Person (other than a subsidiary) in
             which the Subject Person or a subsidiary has an ownership
             interest; provided, however, that (i) Consolidated Net Income
             shall include amounts in respect of the income of such Person
             when actually received in cash by the Subject Person or such
             subsidiary in the form of dividends or similar distributions
             and (ii) Consolidated Net Income shall be reduced by the
             aggregate amount of all investments, regardless of the form
             thereof, made by the Subject Person or any of its subsidiaries
             in such Person for the purpose of funding any deficit or loss
             of such Person;
                                                                                          ----------

        (m)  the income (or loss) of any Restricted Subsidiary; provided,
             however, that (i) Consolidated Net Income shall include
             amounts in respect of the income of such Restricted Subsidiary
             when actually received in cash by the Parent in the form of
             dividends or similar distributions and (ii) Consolidated Net
             Income shall be reduced by the aggregate amount of all
</Table>


Schedule 1 to Compliance Certificate - Page 1

<PAGE>


<Table>
<S>                                                                                      <C>
             investments, regardless of the form thereof, made by the
             Parent or any of its Subsidiaries in such Restricted
             Subsidiaries for the purpose of funding any deficit or loss of
             such Restricted Subsidiary;
                                                                                          ----------
        (n)  the income of any subsidiaries to the extent the payment of such
             income in the form of a distribution or repayment of any Debt
             to the Subject Person or a Subsidiary is not permitted,
             whether on account of any restriction in by-laws, articles of
             incorporation or similar governing document, any agreement or
             any law, statute, judgment, decree or governmental order, rule
             or regulation applicable to such Subsidiary;
                                                                                          ----------

        (o)  any reduction in or addition to income tax expense resulting
             from an increase or decrease in a deferred income tax asset
             due to the anticipation of future income tax benefits;
                                                                                          ----------

        (p)  any reduction in or addition to income tax expense due to the
             change in a statutory tax rate resulting in an increase or
             decrease in a deferred income tax asset or in a deferred
             income tax liability;
                                                                                          ----------

        (q)  any gains or losses attributable to returned surplus assets of
             any pension-benefit plan or any pension credit attributable to
             the excess of (i) the return on pension-plan assets over (ii)
             the pension obligation's service cost and interest cost;
                                                                                          ----------

        (r)  the income or loss of any Person acquired by the Subject Person
             or a subsidiary for any period prior to the date of such
             acquisition; and
                                                                                          ----------

        (s)  the income from any sale of assets in which the accounting
             basis of such assets had been the book value of any Person
             acquired by the Subject Person or a subsidiary prior to the
             date such Person became a subsidiary or was merged into or
             consolidated with the Subject Person or a subsidiary.
                                                                                          ----------
TOTAL:                                                                                   $
                                                                                          ==========
</Table>


Schedule 1 to Compliance Certificate - Page 2


<PAGE>


                                   SCHEDULE 1
                                       TO
                           HORIZON HEALTH CORPORATION
         FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                              List of Subsidiaries









Schedule 1 - Cover Page


<PAGE>


                                  SCHEDULE 8.14
                                       TO
                           HORIZON HEALTH CORPORATION
                      AMENDED AND RESTATED CREDIT AGREEMENT

                              List of Subsidiaries
<Table>
<Caption>
                           I. FIRST TIER SUBSIDIARIES

                                                                                                   Equity      Equity Issued
       Subsidiary         Parent    % Ownership    Type         Jurisdiction     Type            Authorized    and Outstanding
       ----------         ------    -----------    ----         ------------     ----            ----------    ---------------
<S>                       <C>       <C>          <C>            <C>            <C>               <C>           <C>
 1. Mental Health                                                              Common stock
    Outcomes, Inc.        Parent       100%      Corporation      Delaware     $.01 par value      10,000          1,000

 2. Specialty Rehab                                                            Common stock
    Management, Inc.      Parent       100%      Corporation      Delaware     $.01 par value      10,000          9,494

 3. Horizon Mental
    Health
    Management, Inc.                                                           Common stock
    ("Borrower")          Parent       100%      Corporation      Texas        $.01 par value       1,000          1,000

 4. Horizon
    Behavioral
    Services, Inc.                                                             Common stock
    ("HBS")               Parent       100%      Corporation      Delaware     $.01 par value       1,000          1,000

                                                 Limited
 5. ProCare One                                  liability                     Membership
    Nurses, LLC           Parent       100%      company          Delaware     Interest               N/A            N/A


                                                    SECOND TIER SUBSIDIARIES

 6. HHMC Partners,                                                             Common stock
    Inc. ("HHMC")         Borrower     100%      Corporation      Delaware     $.10 par value      10,000         1,000
</Table>


Schedule 8.14 - List of Subsidiaries
<PAGE>

<Table>
<Caption>

                                                                                                   Equity      Equity Issued
       Subsidiary         Parent    % Ownership    Type         Jurisdiction     Type            Authorized    and Outstanding
       ----------         ------    -----------    ----         ------------     ----            ----------    ---------------
<S>                       <C>       <C>          <C>            <C>            <C>               <C>           <C>

                                                    SECOND TIER SUBSIDIARIES

 7. HMHM of                                                                    Common stock       10,000
    Tennessee, Inc.       Borrower     100%      Corporation      Tennessee    $.01 par value    400,000:         1,000


 8. Florida Psychiatric                                                        Common stock      200,000
    Management, Inc.      HBS          100%      Corporation      Florida      $.10 par value    Class A
                                                                                                 Voting
                                                                                                 200,000
                                                                                                 CLASS B
                                                                                                 NON-VOTING      64,956 Class A

 9. FPMBH of Texas,                                                            Common stock
    Inc. ("Texas")        HBS          100%      Corporation      Delaware     $.01 par value       1,000         1,000

10. Florida Psychiatric                                                        Common stock
    Associates, Inc.      HBS          100%      Corporation      Florida      $1.00 par value      7,500           300

11. Horizon
    Behavioral
    Services of
    California, Inc.      HBS          100%      Corporation      California         N/A           10,000         1,000

12. Occupational
    Health Consultants
    of America,
    Inc. ("OHCA")         HBS          100%      Corporation      Tennessee    Common stock         1,000         1,000

13. Horizon
    Behavioral                                                                 Common stock
    Services IPA, Inc.    HBS          100%      Corporation      New York     $.01 par value         200           100

14. Horizon
    Behavioral
    Services of New                                                            Common stock
    Jersey, Inc.          HBS          100%      Corporation      New Jersey   $.01 par value      10,000         1,000
</Table>


Schedule 8.14 - List of Subsidiaries
<PAGE>

<Table>
<Caption>

                                                                                                   Equity      Equity Issued
       Subsidiary         Parent    % Ownership    Type         Jurisdiction     Type            Authorized    and Outstanding
       ----------         ------    -----------    ----         ------------     ----            ----------    ---------------
<S>                       <C>       <C>          <C>            <C>            <C>               <C>           <C>

                                                    SECOND TIER SUBSIDIARIES
15. Horizon
    Behavioral
    Services of New                                                            Common stock
    York, Inc.            HBS          100%      Corporation      New York     $.01 par value         200           100


                                                  II. THIRD TIER SUBSIDIARIES

16. FPM Behavioral
    Health Services,                             Non-Profit                    Membership
    Inc.                 Texas         100%      Corporation      Delaware     Interest               None        None

                                                 General                       General partner
17. AHG Partnership       HHMC          60%      Partnership      Texas        interest                N/A         N/A

18. Employee
    Assistance                                                                 Common
    Services, Inc.        OHCA         100%      Corporation      Kentucky     No par value           2,000        100


19. Resources EAP,                                                             Common
    Inc.                  OHCA         100%      Corporation      Florida      $10 par value        20,000          10
</Table>

The organizational structure of Parent and the Subsidiaries can be graphically
depicted as reflected on Schedule 8.14A.


Schedule 8.14 - List of Subsidiaries
<PAGE>


                                 SCHEDULE 8.14A
                                       TO
                           HORIZON HEALTH CORPORATION
                      AMENDED AND RESTATED CREDIT AGREEMENT

                              Organizational Chart

                            As of September 25, 2002



                                    [CHART]




Schedule 8.14A - Organizational Chart - Solo Page