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                                                                    Exhibit 10.2

                               FIRST AMENDMENT TO
                       NOTE AND WARRANT PURCHASE AGREEMENT



           This First Amendment (this "Amendment"), dated as of November 21,
2000 is entered into by and between AMN HOLDINGS, INC., a Delaware corporation
(the "Company") and BANCAMERICA CAPITAL INVESTORS SBIC I, L.P., a Delaware
limited partnership ("BACI").

                                R E C I T A L S:

           WHEREAS, the Company and BACI are parties to a Note and Warrant
Purchase Agreement, dated as of November 19, 1999 (as hereafter amended,
restated, supplemented or otherwise modified, the "Note Agreement"); and

           WHEREAS, the Company and BACI (as Required Holder) have agreed to
amend the Note Agreement to modify certain provisions in the manner described
more fully below, subject to the terms and conditions specified in this
Amendment.

           NOW, THEREFORE, in consideration of the foregoing and the agreements,
promises and covenants set forth below, and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

         1. Definitions. Capitalized terms used but not otherwise defined in the
Amendment shall have the respective meanings ascribed to them in the Note
Agreement.

         2. Amendment to the Note Agreement. The Note Agreement is hereby
amended as follows:

         (a) Amendment to Section 9.12. Section 9.12 of the Note Agreement is
hereby deleted in its entirety and replaced with the following:

                     9.12 Capital Expenditures. Holdings will not permit
           Consolidated Capital Expenditures of the Credit Parties for any
           fiscal year to exceed $4,500,000 plus the unused amount available for
           Consolidated Capital Expenditures under this Section 9.12 for the
           immediately preceding fiscal year (excluding any carry forward
           available from any prior fiscal year).

         3. Representations and Warranties/No Default.

         (a) By its execution hereof, the Company hereby certifies that each of
the representations and warranties set forth in the Note Agreement and the other
Transaction Documents is true and correct in all material respects as of the
date hereof as if fully set forth herein (except to the extent such
representations and warranties expressly relate to an earlier date) and that as
of the date hereof no Default or Event of Default under the Note Agreement has
occurred and is continuing after giving effect to this Amendment.

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         (b) By its execution hereof, the Company hereby represents and warrants
that the Company has the right, power and authority and has taken all necessary
corporate and other action to authorize the execution, delivery and performance
of this Amendment in accordance with its terms. This Amendment has been duly
executed and delivered by the duly authorized officers of the Company, and
constitutes the legal, valid and binding obligation of the Company, enforceable
in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity relating to enforceability.

         4. Conditions. This Amendment shall become effective upon satisfaction
of the following conditions:

         (a) Execution of Amendment. This Amendment shall have been duly
executed and delivered by BACI and the Company.

         (b) Additional Items. BACI shall have received any other document or
instrument reasonably requested by it in connection with the execution of this
Amendment.

         5. Expenses. The Company agrees to pay all expenses of BACI, including
reasonable fees and expenses of counsel to BACI, incurred in connection with the
preparation and execution of this Amendment.

         6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

         7. No Further Amendment. Except as expressly set forth herein, all
other provisions of the Note Agreement shall be unmodified and shall continue in
full force and effect.

         8. Counterparts. This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.


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           IN WITNESS WHEREOF, this Amendment has been duly executed as of the
date first written above.

                               AMN HOLDINGS, INC.


                               By:   /s/ Diane K. Stumph
                                     -------------------------------------
                                     Name: Diane K. Stumph
                                           -------------------------------

                                     Title: Senior Vice President
                                            ------------------------------


                               BANCAMERICA CAPITAL INVESTORS SBIC I, L.P.

                               By:  BANCAMERICA CAPITAL
                                    MANAGEMENT SBIC I, LLC, its general partner

                               By:  BANCAMERICA CAPITAL
                                    MANAGEMENT I L.P., its sole member

                               By:  BACM I GP, LLC, its general partner


                                     By: /s/ Walker L. Poole
                                         ---------------------------------
                                                   Walker L. Poole
                                                   Managing Director



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