<PAGE>


                                                                 Exhibit 4.03(d)

                                 AMENDMENT NO. 2
                                       TO
                           LOAN AND SECURITY AGREEMENT
                       DATED DECEMBER 15, 2000, AS AMENDED
                                      AMONG
                    OCCUPATIONAL HEALTH + REHABILITATION INC
                CM OCCUPATIONAL HEALTH, LIMITED LIABILITY COMPANY
                                  OHR-SSM, LLC
               OCCUPATIONAL HEALTH PHYSICIANS OF NEW JERSEY, P.A.
                                       AND
                         DVI BUSINESS CREDIT CORPORATION

     This Amendment No. 2 ("Amendment") to the Loan and Security Agreement is
made and entered into effective as of March 18, 2003, by and among Occupational
Health + Rehabilitation Inc, a Delaware corporation; CM Occupational Health,
Limited Liability Company, a Maine limited liability company; OHR-SSM, LLC, a
Missouri limited liability company; and Occupational Health Physicians of New
Jersey, P.A., a New Jersey professional service corporation (collectively
referred to as "Borrowers" and individually as "Borrower") and DVI Business
Credit Corporation ("Lender").

                                    RECITALS

          A.   Borrowers and Lender entered into that certain Loan and Security
               Agreement dated December 15, 2000, and all amendments thereto
               (collectively referred to as the "Agreement") pursuant to which
               Borrowers obtained a revolving credit line facility from Lender.

          B.   Borrowers and Lender desire to amend certain terms of the
               Agreement on and subject to the terms of this Amendment.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are being acknowledged and affirmed, the parties hereto
agree as follows:

          1. Amendments.

               (a) The first sentence in Section 2.8 of the Agreement is hereby
          amended in its entirety to read as follows: "The term of this
          Agreement is for the period from the Effective Date through March 31,
          2004 ("Initial Term") and is non-cancelable."

               b) Section 9.20 Financial Covenants (a) shall be amended in its
          entirety to read as follows: "(a) OHR, on a consolidated basis, shall
          maintain the following financial covenants, measured in accordance
          with GAAP: (i) minimum Tangible Net Worth of no less than: (A)
          $2,500,000 at March 31, 2003 and at the end of each calendar quarter
          through March 31, 2004; (B) in the event the Loan is renewed in
          accordance with the terms set forth in the Agreement, $2,500,000 at
          June 30, 2004 and at the end of each calendar quarter through
          September 30, 2004, and $3,000,000 at December 31, 2004 and at the end
          of each calendar quarter through the remainder of the term, (ii)
          Maximum Leverage Coverage Ratio of 5.0 to 1.0, and (iii) Fixed Charge
          Coverage of not less than 1.25 to 1.0."

          2. Conditions to Closing. As of the execution date of this Amendment,
     Borrower will have delivered to Lender the following, in form and content
     satisfactory to Lender:

<PAGE>

               (a) Amended and Restated Secured Promissory Note;

               (b) Secretary Certificates for all Borrowers;

               (c)  Such other and further documents and instruments as Lender
                    may request to implement the provisions of this Amendment
                    and the Agreement and to perfect and protect the Liens and
                    security interests created by the Loan Documents.

          3. No Waiver or Delay. Lender is entering into this Amendment without
     any forbearance, and without waiver or prejudice of defaults, events of
     default, and any rights or remedies Lender has or may have under the
     Agreement and applicable law. Accept as otherwise agreed to in writing,
     Lender hereby expressly reserves the right to declare a default in
     accordance with the Agreement and exercise all of Lender's rights and
     remedies thereunder.

          4. Miscellaneous. All capitalized terms used herein and not otherwise
     defined herein shall have the same meaning as in the Agreement. Any
     provision in this Amendment that may be contrary to any provision of the
     Agreement shall prevail and override the Agreement. Except as expressly set
     forth herein, all other provisions of the Agreement shall remain in full
     force and effect. Each Borrower and Lender warrant to each other that this
     Amendment has been authorized and duly executed and is binding on all
     parties hereto as of the date first above written.

     IN WITNESS WHEREOF, Borrowers and Lender have executed this Amendment by
their duly authorized officers intending to be legally bound effective as of the
date first above written.

                                           LENDER:
                                           DVI BUSINESS CREDIT CORPORATION


                                           By:  /s/ Gerald A. Hayes, Jr.
                                              ----------------------------------
                                           Print Name: Gerald A. Hayes, Jr.
                                           Title: Executive Vice President &
                                                  Chief Operating Officer

BORROWER:                                  BORROWER:
OCCUPATIONAL HEALTH + REHABILITATION INC,  OCCUPATIONAL HEALTH PHYSICIANS OF
A DELAWARE CORPORATION                     NEW JERSEY, P.A., A NEW JERSEY
                                           PROFESSIONAL SERVICE CORPORATION

By: /s/ Keith G. Frey                      By: /s/ Keith G. Frey
    -----------------------------------        ---------------------------------
Print Name: Keith G. Frey                  Print Name: Keith G. Frey
Title: CFO                                 Title: Vice President


BORROWER:                                  BORROWER:
CM OCCUPATIONAL HEALTH, LIMITED            OHR-SSM, LLC, A MISSOURI LIMITED
LIABILITY COMPANY, A MAINE LIMITED         LIABILITY COMPANY
LIABILITY COMPANY

By: Occupational Health +                  By: Occupational Health +
Rehabilitation Inc,                        Rehabilitation Inc,
A Delaware Corporation,                    A Delaware Corporation,
Its Member and Manager                     its Member and Manager

By: /s/ Keith G. Frey                      By: /s/ Keith G. Frey
    --------------------------------       ------------------------------------
Print Name: Keith G. Frey                  Print Name: Keith G. Frey
Title: CFO                                 Title: CFO

<PAGE>

GUARANTOR ACKNOWLEDGEMENT:

The undersigned acknowledges that Lender has no obligation to provide it with
notice of, or to obtain its consent to, the terms of the foregoing Amendment to
the Agreement. The undersigned nevertheless acknowledges and agrees to the
terms and conditions of this Amendment and acknowledges as of March 18, 2003
that its Guaranty remains fully valid, binding and enforceable against it in
accordance with its terms.

GUARANTOR:                                 GUARANTOR:
SPORTS MEDICINE SYSTEMS PHYSICAL           OCCUPATIONAL HEALTH PHYSICIAN OF
THERAPY, INC.                              NEW YORK, P.C.

By: /s/ Matthew D. Flynn                   By: /s/ William B. Patterson
    -------------------------------        -----------------------------------
Print Name: Matthew D. Flynn               Print Name: William B. Patterson, MD
Title: President                           Title: President

GUARANTOR:                                 GUARANTOR:
OCUPATIONAL HEALTH PHYSICIANS, INC.        OHP-VT, INC.

By:  /s/ Dana Sparhawk                     By: /s/ William Mercia
     ------------------------------            ---------------------------------
Print Name: Dana Sparhawk                  Print Name: William Mercia, MD
Title: President                           Title: Secretary