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                                                                 Exhibit 4.03(b)

                  AMENDED AND RESTATED SECURED PROMISSORY NOTE

$7,250,000.00                                             Dated:  March 18, 2003


     FOR VALUE RECEIVED, the undersigned (collectively and individually
"Borrower") hereby promises to pay to DVI Business Credit Corporation or its
assignee (the "Holder") or order, the principal sum of Seven Million Two Hundred
Fifty Thousand Dollars ($7,250,000.00) or such amount thereof as may be from
time to time advanced hereunder and pursuant to the terms of that certain Loan
and Security Agreement dated as of December 15, 2000 between Holder as Lender,
and Borrower as Borrower (as amended by that certain Amendment No. 1 dated July
19, 2002, Amendment No. 2 dated of even date herewith and as may be hereafter
amended from time to time, the "Agreement"), with interest on the unpaid
principal balance from time to time outstanding until paid at the fluctuating
rate of interest provided in the Agreement; computed on the basis of a 360-day
year and actual days elapsed, until paid. Interest shall be payable on the first
of each month this Note is outstanding in accordance with the terms of the
Agreement, with all unpaid principal and interest due and payable in full on the
expiration of the term of the Agreement. Capitalized terms used but not defined
herein shall have the meanings given them in the Agreement.

     If any part of the interest due on this Note is not paid when due, it shall
be added to the principal amount of this Note and thereafter bear interest at
the rate provided in the Agreement. If the specified interest rate shall at any
time exceed the maximum allowed by law, then the applicable interest rate shall
be reduced to the maximum allowed by law.

     1. Borrower may only have the right to prepay or terminate this Note if and
when such right is expressly provided for in the Agreement.

     2. Principal and interest shall be payable to Holder at 2500 York Road,
Jamison, PA 18929, or such other place as the Holder may, from time to time in
writing, appoint.

     3. This Note is made pursuant to, and secured by, the Collateral and the
Agreement. This Note is also secured by all of the other Loan Documents. The
Agreement and the other Loan Documents create a lien on and security interest in
the Collateral. The Agreement and the other Loan Documents are hereby
incorporated by reference in and made a part of this Note.

     4. The occurrence of any Event of Default shall, at the election of the
Holder, make the entire unpaid balance of the principal amount of this Note and
accrued interest immediately due and payable without notice of default,
presentment or demand for payment, protest or notice of nonpayment or dishonor,
or other notices or demands of any kind or character.

     5. Failure of the Holder to exercise the acceleration option of paragraph 4
of this Note on the occurrence of any of the events enumerated therein shall not
constitute waiver of the right to exercise such option on the subsequent
occurrence of any of the events enumerated therein.

     6. Principal and interest shall be payable in lawful money of the United
States of America which shall be legal tender in payment of all debts and dues,
public and private, at the time of payment. Borrower waives presentment, demand
for payment, notice of nonpayment, protest and notice of protest, and all other
notices and demands in connection with the delivery, acceptance, performance,
default or enforcement of this Note. Borrower consents to any and all
assignments of this Note, extensions of time, renewals and waivers that may be
made or granted by the Holder. Borrower expressly agrees that such assignments,
extensions of time, renewals or waivers shall not affect Borrower's liability.
Borrower agrees that Holder may, without notice to Borrower and without
affecting the liability of Borrower, accept additional or substitute security
for this Note, release any security or any


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party liable for this Note or extend or renew this Note. Borrower may not assign
any of its rights or delegate any of its obligations under this Note. Any such
assignment or delegation by Borrower shall be void.

     7. Upon or after and during the continuance of any Event of Default, in
addition to any and all other remedies available to Holder, the outstanding
principal balance of this Note shall bear interest at a variable rate per annum
equal to the Default Interest Rate until the principal balance of this Note is
paid in full.

     8. If action be instituted on this Note (including without limitation, any
proceedings for collection hereof in any bankruptcy or probate matter or case),
or if proceedings are commenced on or under any of the Loan Documents, Borrower
promises to pay the Holder all costs of collection and enforcement including,
without limitation, reasonable attorneys' fees.

     9. Any and all notices or other communications or payments required or
permitted to be given hereunder shall be effective when received or refused if
given or rendered in writing, in the manner provided in the Agreement.

     10. This Note shall inure to the benefit of the Holder's successors and
assigns. References to the "Holder" shall be deemed to refer to the holder(s) of
this Note at the time such reference becomes relevant.

     11. If any term, provision, covenant, or condition of this Note is held by
a court of competent jurisdiction to be invalid, void, or unenforceable, the
rest of this Note shall remain in full force and effect to the greater extent
permitted by law and shall in no other way be affected, impaired or invalidated.

     12. Nothing contained herein or in any Loan Document shall be deemed to
prevent recourse to and the enforcement against Borrower and the Collateral of
all liabilities, obligations and undertakings contained herein and in the Loan
Documents.

     13. This Note amends and restates in its entirety that certain Secured
Promissory Note, dated December 15, 2000 made by Borrower in favor of Holder, as
may have been amended from time to time; and the undersigned each confirm that
all of the Collateral pledged to Holder as security for the obligations of
Borrower thereunder continues to be and shall be Collateral for the obligations
of Borrower, hereunder.

     14. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE
STATE OF CALIFORNIA AND BORROWER AGREES TO SUBMIT TO THE JURISDICTION OF THE
STATE AND/OR FEDERAL COURTS IN THE STATE OF CALIFORNIA.



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     IN WITNESS WHEREOF, Borrower has executed this Note by their duly
authorized officers in favor of Lender intending to be legally bound effective
as of the date first above written.

BORROWER:                              BORROWER:
OCCUPATIONAL HEALTH +                  OCCUPATIONAL HEALTH PHYSICIANS OF
REHABILITATION INC,                    NEW JERSEY, P.A., A NEW JERSEY
A DELAWARE CORPORATION                 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, A Delaware
Rehabilitation Inc, A Delaware             Corporation, its Member and Manager
Corporation, 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



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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 Amended and
Restated Secured Promissory Note. The undersigned nevertheless acknowledges as
of March 18, 2003 and agrees to the terms and conditions of this Note and
acknowledges 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