Second Amended and Restated Term Note



 Exhibit 10.3 
  
 SECOND AMENDED AND RESTATED TERM NOTE 
  

			
	$25,000,000	 	June 28, 2005

  
 FOR VALUE RECEIVED,
the undersigned (the “Borrowers”), jointly and severally, hereby promise to pay to the order of Healthcare Business Credit Corporation, a Delaware corporation (the “Lender”), the principal amount of Twenty
Five Million United States Dollars (US $25,000,000), to be paid at such times and in the manner specified for the Term Loan in the Loan Agreement (referred to below); provided, however, that all amounts due hereunder (including principal, interest,
unpaid fees and Expenses and any other amounts then due and payable) shall be repaid in full on or before the Term Loan Maturity Date. 
  
 This Note is issued under and secured by a certain Second Amended and Restated Loan and Security Agreement of even date herewith, by and among the
Borrowers and the Lender (as from time to time amended, restated, supplemented or otherwise modified, the “Loan Agreement”). Terms used herein and not defined herein are used with the respective meanings set forth in the Loan Agreement.

  
 Interest on the outstanding principal amount of the loan
evidenced by this Note shall accrue at the applicable rate or rates specified in, and be payable in accordance with the terms of, the Loan Agreement. 
  
 The Loan Agreement provides for the acceleration of the payment of principal of and interest on this Note upon the happening of certain Events of Default
as defined in the Loan Agreement. 
  
 Borrowers each waive
presentment, demand for payment, notice of dishonor or acceleration, protest and notice of protest, and any and all other notices or demands in connection with this Note, except any notice expressly required by the Loan Agreement. 
  
 This Note is an amendment and restatement of, but not issued in satisfaction
of, that certain Term Note dated January 9, 2003 in the principal sum of $10,000,000.00, as amended and restated on September 30, 2003 ( the “Original Note”). This Note is delivered in substitution of the Original Note, and upon proper
execution and delivery hereof, the Original Note shall be deemed null and void. 
  
 This Note shall be governed by and construed in accordance with the substantive laws of the State of New Jersey. The provisions of this Note are to be deemed severable, and the invalidity or unenforceability of any
provision shall not affect or impair the remaining provisions which shall continue in full force and effect. 
  
 SIGNATURES ON FOLLOWING PAGES 








							
	 BORROWERS:
  
	 	 
	THE PROVIDENCE SERVICE CORPORATION	 	PROVIDENCE OF ARIZONA, INC.
				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
		
	 PROVIDENCE SERVICE
 CORPORATION OF OKLAHOMA,
INC.
	 	 PROVIDENCE SERVICE
 CORPORATION OF TEXAS,
INC.

				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
		
	 PROVIDENCE SERVICE
 CORPORATION OF MAINE,
INC.
	 	FAMILY PRESERVATION SERVICES, INC.
				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
		
	 FAMILY PRESERVATION SERVICES
 OF NORTH
CAROLINA, INC.
	 	 FAMILY PRESERVATION SERVICES
 OF FLORIDA,
INC.

				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
		
	 FAMILY PRESERVATION SERVICES
 OF WEST
VIRGINIA, INC.
	 	CAMELOT CARE CORPORATION
				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
		
	CYPRESS MANAGEMENT SERVICES, INC.	 	 PROVIDENCE SERVICE
 CORPORATION OF DELAWARE,
INC.

				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO

  
 $25,000,000 Second Amended and Restated Term Note 








							
	 FAMILY PRESERVATION SERVICES
 OF WASHINGTON
D.C., INC.
	 	RIO GRANDE MANAGEMENT COMPANY, LLC
				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
		
	DOCKSIDE SERVICES, INC.	 	 POTTSVILLE BEHAVIORAL
 COUNSELING GROUP, INC.

				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
		
	PROVIDENCE COMMUNITY SERVICES, LLC	 	COLLEGE COMMUNITY SERVICES
				
	By:	 	 /s/ Michael Deitch

	 	By:	 	 /s/ Michael Deitch


	Name:	 	Michael Deitch	 	Name:	 	Michael Deitch
	Title:	 	Secretary	 	Title:	 	Secretary
		
	CHOICES GROUP, INC.	 	 PROVIDENCE MANAGEMENT
 CORPORATION OF
FLORIDA

				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Chris Reinecker


	Name:	 	Fletcher McCusker	 	Name:	 	Chris Reinecker
	Title:	 	CEO	 	Title:	 	Secretary

  
 $25,000,000 Second Amended and Restated Term Note 








							
	CHILDREN’S BEHAVIORAL HEALTH, INC.	 	CAMELOT CARE CENTERS, INC.
				
	By:	 	 /s/ Fletcher McCusker

	 	By:	 	 /s/ Fletcher McCusker


	Name:	 	Fletcher McCusker	 	Name:	 	Fletcher McCusker
	Title:	 	CEO	 	Title:	 	CEO
			
	THE BEHAVIORAL ASSESSMENT CENTER, INC.	 	 	 	 
				
	By:	 	 /s/ Fletcher McCusker

	 	 	 	 
	Name:	 	Fletcher McCusker	 	 	 	 
	Title:	 	CEO	 	 	 	 

  
 $25,000,000 Second Amended and Restated Term Note