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                                                                   EXHIBIT 10.2

                               AMENDMENT AGREEMENT

         ENTERED INTO by and among AMERICAN HEALTHWAYS SERVICES, INC., a
Delaware corporation ("AHS"), AMERICAN HEALTHWAYS MANAGEMENT, INC., a Delaware
corporation ("AHM"), ARTHRITIS AND OSTEOPOROSIS CARE CENTER, INC., a Delaware
corporation ("AOCC") (herein AHS, AHM, AOCC shall be collectively referred to as
the "Loan Parties"), and SUNTRUST BANK ("Lender"), as of this 12th day of May,
2000.

                                    RECITALS:

         1. Each of the Loan Parties executed in favor of Lender certain
Guarantys and Assignment and Security Agreements dated January 4, 2000 (the
"Loan Documents").

         2. The Loan Documents were executed in connection with certain credit
extended by Lender to American Healthways, Inc., a Delaware corporation,
formerly known as American Healthcorp, Inc.

         3. The Loan Parties and the Lender desire to amend the Loan Documents
as provided herein.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:

         1. Each of the Guarantys and Assignment and Security Agreements shall
be amended as follows:

                  (i) The definition of "Borrower" as used in Section 1.01(a) of
         the Guarantys shall be amended and restated as follows:

                           (a) "Borrower" means American Healthways, Inc., a
                  Delaware corporation, formerly known as American Healthcorp,
                  Inc.

                  (ii) The definition of "Guaranteed Obligations" as used in
         Section 1.01(d) of the Guarantys shall be amended and restated as
         follows:

                           (d) "Guaranteed Obligations" means any and all
                  obligations of any kind and character whatsoever of Borrower
                  to Lender evidenced by or arising out of or in connection
                  with: (i) that certain Revolving Credit Note dated January 4,
                  2000 issued by Borrower to the order of Lender in the original
                  principal amount of $6,000,000.00 and together with all future
                  amendments thereto; (ii) those certain LC Documents as defined
                  in that certain Credit Agreement between Borrower and Lender
                  dated January 4, 2000, as amended from time to time; (iii) all
                  obligations and liabilities of the Borrower to Lender arising
                  under or out of that certain Credit Agreement between Borrower
                  and Lender dated January 4, 2000, as amended from time to
                  time; and (iv) any loan agreement, security agreements,
                  assignments, or other agreements between

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                  Borrower and Lender executed in connection with the
                  above-referenced Credit Agreement.

                  (iii) The definition of "Borrower" as used in each of the
         Assignment and Security Agreements shall mean American Healthways,
         Inc., a Delaware corporation, formerly known as American Healthcorp,
         Inc.

                  (iv) Section 2(a) of each of the Assignment and Security
         Agreements shall be amended and restated as follows:

                           (a) Prompt payment when due (whether at maturity or
                  upon the acceleration of maturity) of: (i) all obligations and
                  liabilities of Borrower to Secured Party arising under or in
                  connection with that certain Credit Agreement executed between
                  Borrower and Secured Party dated January 4, 2000 as such may
                  be amended from time to time thereafter (the "Credit
                  Agreement"); (ii) indebtedness for borrowed money in the
                  original principal amount of $6,000,000 as evidenced by the
                  Revolving Credit Note, as such term is defined in the Credit
                  Agreement, together with all amendments, extensions, or
                  modifications thereof (the "Note"); and (iii) all obligations
                  arising under or in connection with the LC Documents, as such
                  term is defined in the Credit Agreement.

         2. The Loan Documents are not amended in any other respect.

         3. The Loan Parties reaffirm their obligations under the Loan
Documents, and the Loan Parties agree that such obligations are valid and
binding, enforceable in accordance with their respective terms.

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         ENTERED INTO as of the date first above written.


                                    LOAN PARTIES:

                                    AMERICAN HEALTHWAYS SERVICES, INC.


                                    By:
                                       -----------------------------------------

                                    Title:
                                          --------------------------------------


                                    AMERICAN HEALTHWAYS MANAGEMENT, INC.


                                    By:
                                       -----------------------------------------

                                    Title:
                                          --------------------------------------


                                    ARTHRITIS AND OSTEOPOROSIS CARE CENTER, INC.


                                    By:
                                       -----------------------------------------

                                    Title:
                                          --------------------------------------


                                    LENDER:

                                    SUNTRUST BANK

                                    By:
                                       -----------------------------------------

                                    Title:
                                          --------------------------------------