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                                                                Exhibit 10.02(a)



                      SERIES A CONVERTIBLE PREFERRED STOCK
                              REPURCHASE AGREEMENT


                                     Between


                    OCCUPATIONAL HEALTH + REHABILITATION INC


                                       and


                 THE SERIES A CONVERTIBLE PREFERRED STOCKHOLDERS
                               NAMED ON SCHEDULE I


                           Dated as of March 24, 2003

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                                TABLE OF CONTENTS

1.   Authorization; Purchase of Series A Preferred ..........................  1
  1.1  Authorization ........................................................  1
  1.2  Repurchase of Series A Preferred at the Closing ......................  1
2.   Closing; Delivery ......................................................  1
  2.1  The Closing ..........................................................  1
  2.2  Delivery .............................................................  2
3.   Representations and Warranties of the Company ..........................  2
  3.1  Organization and Corporate Power; No Violations ......................  2
  3.2  Authorization ........................................................  3
  3.3  Capitalization .......................................................  4
  3.4  Contracts and Commitments ............................................  5
  3.5  Financial Statements .................................................  5
  3.6  Events Subsequent to the Date of the Balance Sheet ...................  6
  3.7  Litigation; Compliance with Law ......................................  6
  3.8  Loans and Advances ...................................................  7
  3.9  Assumptions, Guaranties, Etc. of Indebtedness of Other Persons .......  7
  3.10 Significant Customers and Suppliers ..................................  7
  3.11 Governmental Approvals ...............................................  7
  3.12 Certain Agreements of Officers .......................................  8
  3.13 No Insolvency ........................................................  8
  3.14 ERISA ................................................................  8
  3.15 Transactions with Affiliates .........................................  9
  3.16 Securities Act of 1933 ...............................................  9
  3.17 Registration Rights ..................................................  9
  3.18 Insurance ............................................................  9
  3.19 Books and Records ....................................................  9
  3.20 Title to Assets ......................................................  9
  3.21 Burdensome Restrictions ..............................................  9
  3.22 Computer Programs .................................................... 10
  3.23 Intellectual Property Rights ......................................... 11
  3.24 Taxes ................................................................ 11
  3.25 Disclosure ........................................................... 11
  3.26 Additional Information ............................................... 11
4.   Covenants ..............................................................  2
5.   Representations and Warranties of the Sellers .......................... 13
6.   Conditions to the Obligations of the Sellers ........................... 14
  6.1  Accuracy of Representations and Warranties ........................... 14
  6.2  Performance .......................................................... 14
  6.3  Documents; Corporate Approvals ....................................... 15
  6.4  Payment of Costs ..................................................... 16
  6.5  Board of Directors ................................................... 16
  6.6  Sellers' Participation ............................................... 16
  6.7  Consents, Waivers, Etc. .............................................. 16

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7.   Conditions to the Obligations of the Company ........................... 16
  7.1  Accuracy of Representations and Warranties ........................... 16
  7.2  Performance .......................................................... 16
  7.3  Approvals ............................................................ 17
  7.4  Stockholders' Agreement, Registration Rights Agreement and
       Subordination Agreement .............................................. 17
  7.5  Sellers' Participation ............................................... 17
8.   Successors and Assigns ................................................. 17
9.   Survival of Representations and Warranties ............................. 17
10.  Costs, Expenses and Taxes .............................................. 17
11.  Notices ................................................................ 17
12.  Brokers ................................................................ 18
13.  Entire Agreement ....................................................... 18
14.  Amendments and Waivers ................................................. 18
15.  Counterparts ........................................................... 19
16.  Captions ............................................................... 19
17.  Severability ........................................................... 19
18.  Waiver of Preemptive Rights ............................................ 19
19.  Governing Law .......................................................... 19

SCHEDULES:

Schedule I   Schedule of Sellers

EXHIBITS:

Exhibit A    Form of Promissory Note
Exhibit B    Disclosure Schedule
Exhibit C    Opinion of Shipman & Goodwin LLP
Exhibit D    Amended and Restated Stockholders' Agreement
Exhibit E    Amended and Restated Registration Rights Agreement
Exhibit F    Subordination Agreement


[The Company agrees to furnish supplementally a copy of any omitted schedule to
the Commission upon request.]



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                         SERIES A CONVERTIBLE PREFERRED
                           STOCK REPURCHASE AGREEMENT

     This Series A Convertible Preferred Stock Repurchase Agreement (the
"Agreement") dated as of March 24, 2003 is between Occupational Health +
Rehabilitation Inc, a Delaware corporation (the "Company"), and the several
holders of Series A Convertible Preferred Stock, par value $.001 per share (the
"Series A Preferred") named in the attached Schedule I (each individually, a
"Seller" and collectively, the "Sellers").

     In consideration of the mutual promises and covenants contained in this
Agreement, and intending to be legally bound by the terms and conditions of this
Agreement, the parties hereto hereby agree as follows:

     1.   Authorization; Purchase of Series A Preferred.

          1.1  Authorization.

               (a) Common Stock. The Company has duly authorized the issuance of
          up to 1,608,247 shares of its previously authorized but unissued
          shares of Common Stock, par value $.001 per share (the "Repurchase
          Stock") to the Sellers.

               (b) The Notes. The Company has duly authorized the issuance of
          the Company's Promissory Notes in the original aggregate principal
          amount of up to $2,699,740.35 (collectively, the "Notes" and
          individually, a "Note") to the Sellers. Each Note will be
          substantially in the form set forth in Exhibit A hereto.

          1.2 Repurchase of Series A Preferred at the Closing. Upon the terms
     and subject to the conditions hereof, at the Closing each Seller agrees,
     severally but not jointly, to sell to the Company all of its shares of
     Series A Preferred as set forth opposite such Seller's name on the attached
     Schedule I under the heading "Series A Preferred Shares", and the Company
     agrees to repurchase all such shares of Series A Preferred. The aggregate
     purchase price of the Series A Preferred being repurchased by the Company
     from each Seller at the Closing is set forth opposite such Seller's name on
     the attached Schedule I and includes: (i) that number of shares of
     Repurchase Stock set forth opposite such Seller's name on the attached
     Schedule I under the heading "Shares of Repurchase Stock"; (ii) a Note in
     the principal amount set forth opposite such Seller's name on the attached
     Schedule I under the heading "Notes"; and (iii) the dollar amount set forth
     opposite such Seller's name on the attached Schedule I under the heading
     "Cash".

     2. Closing; Delivery.

          2.1 The Closing. The closing of the repurchase of the Series A
     Preferred pursuant to this Agreement shall take place by mail and/or
     facsimile at the offices of Testa, Hurwitz & Thibeault, LLP, 125 High
     Street, Boston, Massachusetts 02110 on March 24, 2003,


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     or at such other time, date, and place as are mutually agreeable to the
     Company and the Sellers (the "Closing"). The date of the Closing is
     hereinafter referred to as the "Closing Date."

          2.2 Delivery. At the Closing, upon the terms and subject to the
     conditions hereof, each Seller shall deliver to the Company the
     certificates evidencing the shares of Series A Preferred to be sold by each
     Seller at the Closing accompanied by executed stock powers and, in payment
     therefor, the Company shall deliver to each Seller the certificates
     evidencing the number of shares of Repurchase Stock to be issued to such
     Seller at the Closing or issue on the Closing Date irrevocable instructions
     to the Company's transfer agent to deliver such stock certificates as soon
     as practicable after the Closing, a Note evidencing the aggregate principal
     amount set forth opposite the Seller's name on Schedule I under the heading
     "Notes," and the dollar amounts to be paid to such Seller at the Closing.
     The Company shall make payment of all dollar amounts to be paid at the
     Closing to each Seller by wire transfer in immediately available funds.

     3. Representations and Warranties of the Company. For purposes of this
Section 3, unless otherwise specified, the term Company shall include the
Company and each of its Subsidiaries. Except as disclosed in the Disclosure
Schedule attached hereto as Exhibit B (the "Disclosure Schedule"), the Company
hereby represents and warrants to the Sellers as follows:

          3.1 Organization and Corporate Power; No Violations.

               (a) The Company is a corporation duly organized, validly existing
          and in corporate good standing under the laws of the State of Delaware
          and is qualified to do business as a foreign corporation in each
          jurisdiction in which such qualification is required, except where the
          failure to be so qualified would not have either individually or in
          the aggregate, a material adverse effect on the business, operations,
          affairs or condition (financial or otherwise), assets, liabilities or
          contractual rights of the Company (a "Material Adverse Effect"). The
          Company has all required corporate power and authority to own its
          property, to carry on its business as presently conducted or
          contemplated, to enter into and perform this Agreement, the Amended
          and Restated Stockholders' Agreement (the "Stockholders' Agreement"),
          the Amended and Restated Registration Rights Agreement (the
          "Registration Rights Agreement"), the Subordination Agreement (the
          "Subordination Agreement"), the Notes and the other agreements,
          documents and instruments contemplated hereby or executed in
          connection herewith (collectively with this Agreement, the
          "Transaction Documents"), and generally to carry out the transactions
          contemplated hereby or executed in connection herewith. The copies of
          the Restated Certificate of Incorporation and Certificate of
          Designations (collectively, the "Restated Charter") and By-laws of the
          Company, as amended to date, which have been furnished to the Sellers
          by the Company, are correct and complete at the date hereof.

               (b) The Company is in compliance with the terms and provisions of
          this Agreement and of its Restated Charter and Bylaws, and with all
          mortgages, indentures, leases, agreements and other instruments, if
          any, by which it is bound or to which it or any of its respective
          properties or assets are subject. The Company is in



<PAGE>

          compliance with all judgments, decrees, governmental orders, statutes,
          rules or regulations by which it is bound or to which any of its
          properties or assets are subject. Neither the execution and delivery
          of this Agreement or the other Transaction Documents, or the issuance
          of the Repurchase Stock or Notes, nor the consummation of any
          transaction contemplated by this Agreement or the Transaction
          Documents, has constituted or resulted in or will constitute or result
          in a default or violation of any term or provision of any of the
          foregoing documents, instruments, judgments, agreements, decrees,
          orders, statutes, rules and regulations.

               (c) Section 3.1(c) of the Disclosure Schedule contains a list of
          all subsidiaries of the Company and its equity interest therein.
          Except for such subsidiaries, the Company does not (i) own of record
          or beneficially, directly or indirectly, (A) any shares of capital
          stock or securities convertible into capital stock of any other
          corporation or (B) any participating interest in any partnership,
          joint venture or other non-corporate business enterprise or (C) any
          assets comprising the business or obligations of any other
          corporation, partnership, joint venture or other non-corporate
          business enterprise, or (ii) control, directly or indirectly, any
          other entity. Each of the Company's corporate subsidiaries and limited
          liability company subsidiaries is a corporation or limited liability
          company duly incorporated or organized, as the case may be, validly
          existing and in good standing under the laws of its respective
          jurisdiction of incorporation or organization, as the case may be, and
          is duly licensed or qualified to transact business as a foreign
          corporation or limited liability company, as the case may be, and is
          in good standing in each jurisdiction in which the nature of the
          business transacted by it or the character of the properties owned or
          leased by it requires such licensing or qualification, except where
          the failure to be so qualified would not have a Material Adverse
          Effect. Each of the subsidiaries referenced above has the corporate
          power or entity power, as the case may be, and authority to own and
          hold its properties and to carry on its business as now conducted and
          as proposed to be conducted. All of the outstanding shares of capital
          stock or equity interests, as the case may be, of each of the
          subsidiaries are owned beneficially and of record by the Company, one
          of its other wholly-owned subsidiaries, or any combination of the
          Company and/or one or more of its other wholly-owned subsidiaries, in
          each case free and clear of any liens, charges, restrictions, claims
          or encumbrances of any nature whatsoever; and there are no outstanding
          subscriptions, warrants, options, convertible securities, or other
          rights (contingent or other) pursuant to which any of the subsidiaries
          is or may become obligated to issue any shares of its capital stock or
          equity interests, as the case may be, to any person other than the
          Company or one of the other subsidiaries.

          3.2 Authorization. The Transaction Documents are valid and binding
     obligations of the Company, enforceable in accordance with their respective
     terms. The execution, delivery and performance of the Transaction Documents
     have been duly authorized by all necessary corporate or other action of the
     Company. The issuance and delivery of the Repurchase Stock, the Notes and
     the cash in accordance with this Agreement has been duly authorized and
     reserved for issuance, as the case may be, by all necessary corporate
     action on the part of the Company. The Repurchase Stock, when issued and
     delivered against the shares of


<PAGE>

     Series A Preferred therefor in accordance with the provisions of this
     Agreement, will be duly authorized and validly issued, fully paid and
     non-assessable, is not subject to preemptive rights or other preferential
     rights in any present or future stockholders of the Company, will not be
     subject to any lien, and will not conflict with any provision of any
     agreement or instrument to which the Company is a party or by which it or
     its property is bound. The Notes, when issued and delivered against the
     shares of Series A Preferred therefor in accordance with the provisions of
     this Agreement, will be duly authorized and validly issued, and will not
     conflict with any provision of any agreement or instrument to which the
     Company is a party or by which it or its property is bound. No consent,
     approval or authorization of, or designation, declaration or filing with,
     any governmental authority or any other person or entity is required in
     connection with the execution, delivery and performance of the Transaction
     Documents, or the issuance and delivery of the Repurchase Stock and Notes
     in accordance with the terms of this Agreement or the consummation of any
     other transaction contemplated hereby or by the other Transaction Documents
     other than (i) filings pursuant to federal and state securities laws (all
     of which filings have been made by the Company, other than those which are
     required to be made after the Closing and which will be duly made on a
     timely basis) in connection with the issuance of the Repurchase Stock and
     (ii) with respect to the Registration Rights Agreement, the registration of
     the shares covered thereby with the Commission and filings pursuant to
     state securities laws.

          3.3 Capitalization. The authorized capital stock of the Company
     consists of (i) 5,000,000 shares of Preferred Stock, par value $.001 per
     share (the "Preferred Stock"), of which 1,666,667 shares have been
     designated Series A Preferred, and (ii) 10,000,000 shares of Common Stock.
     Immediately prior to the Closing, 1,479,864 shares of Common Stock will be
     validly issued and outstanding, fully paid and nonassessable with no
     personal liability attaching to the ownership thereof and 1,416,667 shares
     of Series A Preferred will be validly issued and outstanding, fully paid
     and nonassessable with no personal liability attaching to the ownership
     thereof. All the outstanding shares of capital stock of the Company have
     been duly authorized, and are validly issued, fully paid and
     non-assessable. The designations, powers, preferences, rights,
     qualifications, limitations and restrictions in respect of each class and
     series of authorized capital stock of the Company are as set forth in the
     Restated Charter and all such designations, powers, preferences, rights,
     qualifications, limitations and restrictions are valid, binding and
     enforceable and in accordance with all applicable laws. Except as set forth
     in the attached Disclosure Schedule, (i) no subscription, warrant, option,
     convertible security, or other right (contingent or other) to purchase or
     otherwise acquire equity securities of the Company is authorized or
     outstanding and (ii) there is no commitment by the Company to issue shares,
     subscriptions, warrants, options, convertible securities, or other such
     rights or to distribute to holders of any of its equity securities any
     evidence of indebtedness or asset. Except as provided for in the Restated
     Charter or as set forth in the attached Disclosure Schedule, the Company
     has no obligation (contingent or other) to purchase, redeem or otherwise
     acquire any of its equity securities or any interest therein or to pay any
     dividend or make any other distribution in respect thereof. Except for the
     Stockholders' Agreement, there are no voting trusts or agreements,
     stockholders' agreements, pledge agreements, buy-sell agreements, rights of
     first refusal, preemptive rights or proxies relating to any securities of
     the Company or any of its subsidiaries (whether or not the Company or any
     of its subsidiaries is a party thereto). All of the outstanding


<PAGE>


     securities of the Company were issued in compliance with all applicable
     federal and state securities laws and no stockholder has a right of
     rescission with respect thereto.

          3.4 Contracts and Commitments. Except as set forth on the Disclosure
     Schedule or as filed as an exhibit to the Company's periodic reports filed
     pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), the Company (i) is not a party to any oral or written contract,
     obligation, instrument, corporate restriction or commitment which involves
     a potential commitment in excess of $150,000 or which is otherwise material
     and not entered into in the ordinary course of business, and (ii) does not
     have any oral or written employment or consulting contracts; stock
     redemption or purchase agreements; registration rights agreements;
     non-competition agreements; financing agreements; licenses; contracts
     regarding intellectual property; agreements with officers, directors,
     employees or shareholders of the Company or persons or organizations
     related to or affiliated with any such persons (except for agreements
     between the Company and the Series A Preferred); leases; or agreements
     relating to product development.

          The Company and, to the Company's knowledge, each other party thereto
     have in all material respects performed all the actions required to be
     performed by them to date, have received no notice of default and are not
     in default under any lease, agreement or contract now in effect to which
     the Company is a party or by which it or its property may be bound. The
     Company has no present expectation or intention of not fully performing all
     its respective material obligations under each such lease, contract or
     other agreement, and the Company has no knowledge of any material breach or
     anticipated breach by the other party to any contract or commitment to
     which the Company is a party.

          3.5 Financial Statements. The Company has furnished to the Sellers the
     unaudited consolidated balance sheet of the Company and its subsidiaries as
     of September 30, 2002 (the "Balance Sheet") and the related unaudited
     consolidated statements of income, stockholders' equity and cash flows of
     the Company and its subsidiaries for the nine-months ended September 30,
     2002, All such financial statements have been prepared in accordance with
     United States generally accepted accounting principles consistently applied
     (except that such unaudited financial statements do not contain all of the
     required footnotes and interim statements do not contain year-end
     adjustments), or where different from generally accepted accounting
     principles, SEC requirements, and fairly present the consolidated financial
     position of the Company and its subsidiaries as of September 30, 2002 and
     December 31, 2001, respectively, and the consolidated results of
     operations, cash flows and stockholders' equity of the Company and its
     subsidiaries for the nine months ended September 30, 2002 and the year
     ended December 31, 2001, respectively. Since the date of the Balance Sheet,
     (i) there has been no change in the business, assets, liabilities or
     condition (financial or otherwise) of the Company and its subsidiaries (on
     a consolidated basis) from that reflected in the Balance Sheet except for
     changes in the ordinary course of business which in the aggregate have not
     been materially adverse and (ii) none of the business, prospects, financial
     condition, operations, property or affairs of the Company and its
     subsidiaries (on a consolidated basis) has been materially adversely
     affected by any occurrence or development, individually or in the
     aggregate, whether or not insured against.


<PAGE>

     The Company does not have any material liability, contingent or otherwise,
     not adequately reflected in or reserved against in the aforesaid financial
     statements or in the notes thereto.

          3.6 Events Subsequent to the Date of the Balance Sheet. Since the date
     of the Balance Sheet, the Company has not (i) issued any stock, bond or
     other corporate security, (ii) borrowed any amount or incurred or become
     subject to any liability (absolute, accrued or contingent), except current
     liabilities incurred and liabilities under contracts entered into in the
     ordinary course of business, (iii) discharged or satisfied any lien or
     encumbrance or incurred or paid any obligation or liability (absolute,
     accrued or contingent) other than current liabilitiesshown on the Balance
     Sheet and current liabilities incurred since the date of the Balance Sheet
     in the ordinary course of business, (iv) declared or made any payment or
     distribution to stockholders or purchased or redeemed any share of its
     capital stock or other security, (v) mortgaged, pledged, encumbered or
     subjected to lien any of its assets, tangible or intangible, other than
     liens of current real property taxes not yet due and payable, (vi) sold,
     assigned or transferred any of its tangible assets except in the ordinary
     course of business, or cancelled any debt or claim, (vii) sold, assigned,
     transferred or granted any exclusive license with respect to any patent,
     trademark, trade name, service mark, copyright, trade secret or other
     intangible asset, (viii) suffered any loss of property or waived any right
     of substantial value whether or not in the ordinary course of business,
     (ix) made any change in officer compensation except in the ordinary course
     of business and consistent with past practice, (x) made any material change
     in the manner of business or operations of the Company, (xi) entered into
     any transaction except in the ordinary course of business or as otherwise
     contemplated hereby or (xii) entered into any commitment (contingent or
     otherwise) to do any of the foregoing.

          3.7 Litigation; Compliance with Law. There is no (i) action, suit,
     claim, proceeding or investigation pending or, to the best of the Company's
     knowledge, threatened against or affecting the Company, any of its
     respective properties or assets, or against an officer, employee or holder
     of more than 5% of the capital stock of the Company relating to the
     business of the Company, at law or in equity, or before or by any federal,
     state, municipal or other governmental department, commission, board,
     bureau, agency or instrumentality, domestic or foreign (including, without
     limitation, an action which directly or indirectly challenges the validity
     of this Agreement, or any action taken or to be taken pursuant hereto or
     pursuant to any Transaction Document), (ii) arbitration proceeding relating
     to the Company pending under collective bargaining agreements or otherwise
     or (iii) governmental inquiry pending or, to the best of the Company's
     knowledge, threatened against or affecting the Company (including without
     limitation any inquiry as to the qualification of the Company to hold or
     receive any license or permit), in each case, which would be required to be
     disclosed in the Company's periodic reports under the Exchange Act and, to
     the best of the Company's knowledge, there is no basis for any of the
     foregoing. The Company has not received any opinion or memorandum or legal
     advice from legal counsel to the effect that it is exposed, from a legal
     standpoint, to any liability or disadvantage which may be material to its
     business, prospects, financial condition, operations, property or affairs.
     The Company is not in default with respect to any order, writ, injunction
     or decree of any court or of any federal, state, municipal or other
     governmental department, commission, board, bureau, agency or
     instrumentality, domestic or foreign. There is no action or suit by the
     Company pending, or threatened or contemplated against others. The


<PAGE>

     Company has complied in all material respects with all laws, rules,
     regulations and orders applicable to its business, operations, properties,
     assets, products and services, the Company has all necessary permits,
     licenses and other authorizations required to conduct its business as
     conducted and as proposed to be conducted, and the Company has been
     operating its business pursuant to and in compliance with the terms of all
     such permits, licenses and other authorizations. There is no existing law,
     rule, regulation or order, and the Company after due inquiry is not aware
     of any proposed law, rule, regulation or order, whether federal, state,
     county or local, which would prohibit or restrict the Company from, or
     otherwise materially adversely affect the Company in, conducting its
     business in any jurisdiction in which it is now conducting business or in
     which it proposes to conduct business. The foregoing includes, without
     limitation, actions pending or, to the knowledge of the Company, threatened
     (or any basis therefor) involving the prior employment of any of the
     Company's officers or employees or their use in connection with the
     Company's business of any information or techniques allegedly proprietary
     to any of their former employers.

          3.8 Loans and Advances. The Company does not have any outstanding
     loans or advances to any person and is not obligated to make any such loans
     or advances, except, in each case, for advances to employees of the Company
     in respect of reimbursable business expenses anticipated to be incurred by
     them in connection with their performance of services for the Company.

          3.9 Assumptions, Guaranties, Etc. of Indebtedness of Other Persons.
     The Company has not assumed, guaranteed, endorsed or otherwise become
     directly or contingently liable on any indebtedness of any other person
     (including, without limitation, liability by way of agreement, contingent
     or otherwise, to purchase, to provide funds for payment, to supply funds to
     or otherwise invest in the debtor, or otherwise to assure the creditor
     against loss), except for guaranties by endorsement of negotiable
     instruments for deposit or collection in the ordinary course of business.

          3.10 Significant Customers and Suppliers. No customer or supplier
     which was significant to the Company during the period covered by the
     financial statements referred to in Section 3.5 or which has been
     significant to the Company thereafter, has terminated, materially reduced
     or threatened to terminate or materially reduce its purchases from or
     provision of products or services to the Company, as the case may be.

          3.11 Governmental Approvals. Subject to the accuracy of the
     representations and warranties of the Sellers set forth in Section 4, no
     registration or filing with, or consent or approval of or other action by,
     any federal, state or other governmental agency or instrumentality is or
     will be necessary for the valid execution, delivery and performance by the
     Company of this Agreement and the other Transaction Documents, the issuance
     and delivery of the Repurchase Stock, the issuance and delivery of the
     Notes, or for the performance by the Company of its obligations hereunder
     and under the other Transaction Documents other than (i) filings pursuant
     to federal and state securities laws (all of which filings have been made
     by the Company, other than those which are required to be made after the
     Closing and which will be duly made on a timely basis) in connection with
     the issuance of the Repurchase Stock and (ii) with respect to the


<PAGE>

     Registration Rights Agreement, the registration of the shares covered
     thereby with the Commission and filings pursuant to state securities laws.

          3.12 Certain Agreements of Officers.

               (a) The Company is not a party to or obligated in connection with
          its business with respect to (i) any contracts with officers, agents,
          consultants or advisers or (ii) collective bargaining agreements or
          contracts with any labor union or other representative of employees or
          any employee benefits provided for by any such agreement.

               (b) To the knowledge of the Company, no officer of the Company is
          in violation of any term of any employment contract, patent disclosure
          agreement, proprietary information agreement, noncompetition
          agreement, or any other contract or agreement or any restrictive
          covenant relating to the right of any such officer to be employed by
          the Company because of the nature of the business conducted or to be
          conducted by the Company or relating to the use of trade secrets or
          proprietary information of others, and the continued employment of the
          Company's officers does not subject the Company or any Seller to any
          liability to third parties.

               (c) To the knowledge of the Company, no officer of the Company
         has expressed any present intention of terminating his employment with
         the Company.

          3.13 No Insolvency. No insolvency proceeding of any character,
     including, without limitation, bankruptcy, receivership, reorganization,
     composition or arrangement with creditors, voluntary or involuntary,
     affecting the Company or any of its assets or properties, is pending or, to
     the knowledge of the Company, threatened. The Company has not taken any
     action in contemplation of, or that would constitute the basis for, the
     institution of any such insolvency proceedings.

          3.14 ERISA. Each "Employee Benefit Plan" (within the meaning of
     Section 3(3) of the Employee Retirement Income Security Act of 1974, as
     amended ("ERISA")) and each benefit arrangement including any plan,
     contract, arrangement or policy providing for severance benefits, insurance
     coverage, workers' compensation, disability benefits, vacation benefits,
     retirement benefits or for deferred compensation, profit-sharing, bonuses,
     stock options, stock appreciation rights or other forms of incentive
     compensation or post-retirement insurance, compensation or benefits has
     been maintained in substantial compliance with its terms and with the
     applicable requirements prescribed by any and all statutes, orders, rules
     and regulations, including but not limited to ERISA and the Code. Each
     Employee Benefit Plan which is intended to be qualified under Section
     401(a) of the Code is so qualified and has been so qualified during the
     period from its adoption to date. Neither the Company nor any entity that
     would be considered to be under common control with the Company under
     Section 414 of the Code maintains or has ever maintained or contributed to
     any "multiemployer plan" as defined in Section 3(37) of ERISA or any
     Employee Benefit Plan subject to Title IV of ERISA.


<PAGE>


          3.15 Transactions with Affiliates. Except as contemplated hereby,
     there are no loans, leases, royalty agreements or other continuing
     transactions between the Company and (a) any officer, employee or director
     of the Company, or (b) any Person owning 5% or more of any class of capital
     stock of the Company, or (c) any member of the immediate family of such
     officer, employee, director or stockholder, or (d) any corporation or other
     entity controlled by such officer, employee, director or stockholder or a
     member of the immediate family of such officer, employee, director or
     stockholder.

          3.16 Securities Act of 1933. The Company has complied and will comply
     with all applicable federal and state securities laws in connection with
     the offer, issuance and delivery of the Repurchase Stock and Notes. Neither
     the Company nor anyone acting on its behalf has or will sell, offer to
     sell, solicit offers to buy, issue or deliver the Repurchase Stock or
     Notes, or solicit offers with respect thereto from, or enter into any
     preliminary conversations or negotiations relating thereto with, any
     Person, so as to bring the issuance and delivery of Repurchase Stock or
     Notes under the registration provisions of the Securities Act and
     applicable state securities laws.

          3.17 Registration Rights. Except for the rights granted to the Sellers
     pursuant to the Registration Rights Agreement, no Person has demand or
     other rights to cause the Company to file any registration statement under
     the Securities Act relating to any securities of the Company or any right
     to participate in any such registration statement.

          3.18 Insurance. The Company has in full force and effect fire, general
     casualty, and liability insurance covering its properties and business, in
     such amounts, and against such losses and risks, as are generally
     maintained for comparable businesses and properties.

          3.19 Books and Records. The books of account, ledgers, order books,
     records and documents of the Company accurately and completely reflect all
     material information relating to the business of the Company, the location
     and collection of its assets, and the nature of all transactions giving
     rise to the obligations or accounts receivable of the Company.

          3.20 Title to Assets. The Company has good and marketable title in fee
     to such of its fixed assets, if any, as are real property, and good and
     marketable title to all of its other assets and properties, free of any
     mortgages, pledges, charges, liens, security interests or other
     encumbrances of any kind. The Company enjoys peaceful and undisturbed
     possession under all leases under which it is operating, and all said
     leases are valid and subsisting and in full force and effect.

          3.21 Burdensome Restrictions. The Company is not obligated under any
     contract or agreement or subject to any charter or other corporate
     restriction which materially and adversely affects or in the future may
     reasonably be expected to materially adversely affect its financial
     condition, results of operations, assets, liabilities or business.

<PAGE>


          3.22 Computer Programs.

               (a) Set forth in the Disclosure Schedule is a list and brief
          description of the computer programs (other than off-the-shelf
          computer programs) owned, licensed or otherwise used by the Company
          that are material in the continued operation of its business as
          currently conducted or proposed to be conducted (such computer
          programs being referred to herein as the "Company Software"),
          identifying with respect to each such Computer Program whether it is
          owned, licensed or otherwise used by the Company. The Disclosure
          Schedule identifies all material agreements relating to the Company
          Software (the "Software Contracts") and further classifies each such
          Software Contract under one of the following categories: (A) license
          to use third party software; (B) development contract, work-for-hire
          agreement, or consulting agreement; (C) distributor, dealer or value
          added reseller agreement; (D) license or sublicense to a third party
          (including agreements with end-users); (E) maintenance, support or
          enhancement agreement; or (F) other.

               (b) The computer programs included in the Company Software are
          (i) owned by the Company, (ii) currently in the public domain or
          otherwise available to the Company without the approval or consent of
          any third party, or (iii) licensed or otherwise used by the Company
          pursuant to the terms of valid, binding written agreements.

               (c) The Company Software owned, designed or developed by the
          Company or any of its employees, consultants or agents conforms in all
          material respects to the technical specifications for the design,
          performance, operation, test, support and maintenance of the Software,
          and all other documentation relating to such technical specifications.
          No portion of the Company Software sold or licensed by the Company
          directly or indirectly to end users contained, on the date of shipment
          by the Company, no portion of the Company Software currently for sale
          or license directly or indirectly to end users contains, and, to the
          knowledge of the Company, no portion of any other Company Software
          contains any software routines or hardware components designed to
          permit unauthorized access; to disable or erase software, hardware or
          data; or to perform any other such actions.

               (d) All personnel, including employees, agents, consultants, and
          contractors, who have contributed to or participated in the conception
          and development of any of the Company Software either (i) have been
          party to a "work-for-hire" arrangement or agreement with the Company,
          whether in accordance with applicable federal and state law, domestic
          or foreign, or otherwise, that has accorded the Company full,
          effective, exclusive and original ownership of all tangible and
          intangible property thereby arising, or (ii) have executed appropriate
          instruments of assignment in favor of the Company as assignee that
          have conveyed to the Company full, effective and exclusive ownership
          of all tangible and intangible property thereby arising.

<PAGE>


          3.23 Intellectual Property Rights. The Company owns or possesses or
     otherwise has the legally enforceable perpetual right to use, and has the
     right to bring actions for infringement of, all intellectual property
     rights necessary or required for the conduct of its business as currently
     conducted or proposed to be conducted, including all intellectual property
     rights pertaining to the Company Software.

          3.24 Taxes. The Company has filed all tax returns, federal, state,
     county and local, domestic and foreign, required to be filed by it, and the
     Company has paid all taxes shown to be due by such returns as well as all
     other taxes, assessments and governmental charges which have become due or
     payable, including without limitation all taxes which the Company is
     obligated to withhold from amounts owing to employees, creditors and third
     parties. The Company has established adequate reserves for all taxes
     accrued but not yet payable to the extent required by generally accepted
     accounting principles. All material tax elections of any type which the
     Company has made as of the date hereof are set forth in the audited
     financial statements referred to in Section 3.5. No deficiency assessment
     with respect to the Company's federal, state, county or local taxes,
     domestic and foreign, is pending or, to the knowledge of the Company,
     threatened. No proposed adjustment of the Company's federal, state, county,
     local taxes, domestic and foreign, is pending or, to the knowledge of the
     Company, threatened. There is no tax lien (other than for current taxes not
     yet due and payable), whether imposed by any federal, state, county or
     local taxing authority, domestic or foreign, outstanding against the
     assets, properties or business of the Company. Neither the Company nor any
     of its present or former stockholders has ever filed an election pursuant
     to Section 1362 of the Internal Revenue Code of 1986 (the "Code"), that the
     Company be taxed as an S corporation.

          3.25 Disclosure. Neither this Agreement (including any Schedule or
     Exhibit to this Agreement) nor the Transaction Documents or any other
     agreement, statement, document, certificate or other items prepared or
     supplied by the Company with respect to the transactions contemplated
     hereby or thereby contains an untrue statement of a material fact or omits
     a material fact necessary to make the statements contained herein or
     therein not misleading. There is no fact which the Company has not
     disclosed to the Sellers and their counsel in writing and of which the
     Company is aware which could have a Material Adverse Effect.

          3.26 Additional Information. The Company has filed in a timely manner
     all documents that the Company was required to file under the Exchange Act
     during the 12 months preceding the date of this Agreement. The following
     documents complied in all material respects with the requirements of the
     Exchange Act as of their respective filing dates, and the information
     contained therein was true and correct in all material respects as of the
     date of such documents, and each of the following documents as of the date
     thereof did not contain an untrue statement of a material fact or omit to
     state a material fact required to be stated therein or necessary to make
     the statements therein, in light of the circumstances under which they were
     made, not misleading:

               (a) The Company's Annual Report on Form 10-K for the year ended
          December 31, 2001;


<PAGE>


               (b) The Company's Quarterly Reports on Form 10-Q for the quarters
          ended March 31, 2002, June 30, 2002 and September 30, 2002; and

               (c) all other documents, if any, filed by the Company with the
          Securities and Exchange Commission (the "Commission") since the filing
          of the Quarterly Report on Form 10-Q for the fiscal quarter ended
          September 30, 2002 pursuant to the reporting requirements of the
          Exchange Act.

     4. Covenants. The Company, together with its subsidiaries, covenants and
agrees with each of the Sellers that:

               (a) The affirmative vote of both of the directors designated by
          Cahill, Warnock Strategic Partners Fund, L.P. and Strategic Associates
          L.P. pursuant to the terms of the Stockholders' Agreement shall be
          required to (i) amend or modify the terms of the Restated Charter; and
          (ii) issue any series of preferred stock, or other securities of the
          Company, which has preference or priority over the Common Stock as to
          the right to receive either dividends or amounts distributable upon
          liquidation, dissolution, or winding up of the Company.

               (b) The membership of each committee of the Company's Board of
          Directors shall include one of the directors designated by Cahill,
          Warnock Strategic Partners Fund, L.P. and Strategic Associates L.P.

               (c) The next annual meeting of the stockholders of the Company
          shall include a vote to approve an amendment to the Restated Charter
          to eliminate the terms of the Series A Preferred.

               (d) The Company shall maintain and cause each of its subsidiaries
          (if any) to maintain, their respective corporate or legal existence,
          rights and franchises in full force and effect.

               (e) The Company shall maintain and cause each of its subsidiaries
          (if any) to maintain as to their respective properties and business,
          with financially sound and reputable insurers, insurance against such
          casualties and contingencies and of such types and in such amounts as
          is customary for companies similarly situated, which insurance shall
          be deemed by the Company to be sufficient.

               (f) Neither the Company nor any of its subsidiaries shall become
          a party to any agreement which by its terms restricts the Company's
          performance of this Agreement, the other Transaction Documents or the
          Restated Charter.

               (g) Except for transactions contemplated by this Agreement or as
          otherwise approved by the Board of Directors, neither the Company nor
          any of its subsidiaries shall enter into any transaction with any
          director, officer, employee or holder of more than 5% of the
          outstanding capital stock of any class or series of capital stock of
          the Company or any of its subsidiaries, member of the family of any
          such person, or any corporation, partnership, trust or

<PAGE>


          other entity in which any such person, or member of the family of any
          such person, is a director, officer, trustee, partner or holder of
          more than 5% of the outstanding capital stock thereof, except for
          transactions on customary terms related to such person's employment.

               (h) The Company shall promptly reimburse in full all directors of
          the Company who are not employees of the Company for all of his or her
          reasonable out-of-pocket expenses incurred in attending each meeting
          of the Board of Directors of the Company or any Committee thereof.

               (i) The Company shall use its best efforts to ensure that
          meetings of its Board of Directors are held at least four times each
          year and at least once each quarter.

               (j) The Company shall comply, and cause each subsidiary to
          comply, with all applicable laws, rules, regulations and orders,
          noncompliance with which could materially adversely affect its
          business or condition, financial or otherwise.

               (k) The Company shall keep, and cause each subsidiary to keep,
          adequate records and books of account, in which complete entries will
          be made in accordance with generally accepted accounting principles
          consistently applied, reflecting all financial transactions of the
          Company and such subsidiary, and in which, for each fiscal year, all
          proper reserves for depreciation, depletion, obsolescence,
          amortization, taxes, bad debts and other purposes in connection with
          its business shall be made.

               (l) The transactions contemplated by this Agreement are intended
          to qualify as a reorganization within the meaning of Section 368(a) of
          the Code, and the Company shall not take any action inconsistent with
          such treatment.

     5. Representations and Warranties of the Sellers. Each Seller, severally
and not jointly, represents and warrants to the Company as follows:

               (a) Each Seller has good title to such Seller's shares of Series
          A Preferred, free and clear of all liens, security interests and
          adverse interests in favor of any person or entity.

               (b) (i) It will acquire the Repurchase Stock and the Note to be
          acquired by it for its own account and that the Repurchase Stock and
          the Note are being and will be acquired by it for the purpose of
          investment and not with a view to distribution or resale thereof; (ii)
          it is an "accredited investor" within the meaning of Rule 501 of
          Regulation D promulgated under the Securities Act and was not
          organized for the specific purpose of acquiring the Repurchase Stock
          or Note; (iii) it has taken no action which would give rise to any
          claim by any other person for any brokerage commissions, finders' fees
          or the like relating to this Agreement or the transactions
          contemplated hereby; (iv) it has sufficient knowledge and experience
          in investing in companies similar to the Company in terms of the
          Company's stage of development so as to be able to evaluate the risks
          and merits of its investment in the Company and it is able financially
          to bear the risks thereof; (v) without limiting the representations or
          warranties of the Company in Section 3 hereof, it has had an
          opportunity to discuss the Company's business, management and

<PAGE>


          financial affairs with the Company's management, and it has been
          furnished with copies of documents which it has requested, and (vi) it
          is making the decision to acquire the Repurchase Stock and the Note in
          the jurisdiction set forth in its address on Schedule I.

               (c) (i) It has full right, power, authority and capacity to enter
          into the Agreement and the other Transaction Documents and to
          consummate the transactions contemplated hereby and thereby and has
          taken all necessary action to authorize the execution, delivery and
          performance of the Agreement and the other Transaction Documents, and
          (ii) upon the execution and delivery of the Agreement and the other
          Transaction Documents, the Agreement and the other Transaction
          Documents to which it is a party shall constitute a valid and binding
          obligation of the Seller enforceable in accordance with their
          respective terms, except as enforceability may be limited by
          applicable bankruptcy, insolvency, reorganization, moratorium or
          similar laws affecting creditors' and contracting parties' rights
          generally and except as enforceability may be subject to general
          principles of equity (regardless of whether such enforceability is
          considered in a proceeding in equity or at law) and except as the
          indemnification agreements of the Seller herein may be legally
          unenforceable.

               (d) It understands and agrees that, until registered under the
          Securities Act or transferred pursuant to the provisions of Rule 144
          as promulgated by the SEC, all certificates evidencing any of the
          Repurchase Stock, whether upon initial issuance or upon any transfer
          thereof, shall bear a legend, prominently stamped or printed thereon,
          reading substantially as follows, together with any legends that may
          be required under applicable state securities laws:

                    "The securities represented by this certificate have not
               been registered under the Securities Act of 1933 or applicable
               state securities laws. These securities have been acquired for
               investment and not with a view to distribution or resale, and may
               not be sold, mortgaged, pledged, hypothecated or otherwise
               transferred [for non U.S. persons add: in the United States or to
               U.S. persons] without an effective registration statement for
               such securities under the Securities Act of 1933 and applicable
               state securities laws, or the availability of an exemption from
               the registration provisions of the Securities Act of 1933 and
               applicable state securities laws."

     6. Conditions to the Obligations of the Sellers. The obligation of each
Seller under this Agreement is subject to the fulfillment to the Seller's
satisfaction, or the waiver by such Seller, of each of the conditions set forth
in this Section 6 on or before the Closing Date.

          6.1 Accuracy of Representations and Warranties. Each of the
     representations and warranties of the Company set forth in Section 3 hereof
     shall be true and correct on the date of the Closing.

          6.2 Performance. All covenants, agreements and conditions contained in
     this Agreement to be performed or complied with by the Company at or prior
     to the Closing shall have been performed or complied with by the Company.

<PAGE>


          6.3 Documents; Corporate Approvals. The Sellers shall have received
     prior to or at the Closing all of the following documents or instruments,
     or evidence of completion thereof, each in form and substance satisfactory
     to the Sellers and their counsel:

               (a) A copy of the Restated Charter, certified by the Secretary of
          State of the State of Delaware together with a certified copy of the
          Certificate of Designations, a copy of the resolutions of the Board of
          Directors evidencing the approval of this Agreement and the other
          Transaction Documents, the issuance of the Repurchase Stock and Notes
          and the other matters contemplated hereby and thereby, and a copy of
          the By-laws of the Company, all of which shall have been certified by
          the Secretary of the Company to be true, complete and correct in every
          particular, and certified copies of all documents evidencing other
          necessary corporate or other action and governmental approvals, if
          any, with respect to this Agreement, the Repurchase Stock and the
          Notes.

               (b) An opinion of Shipman & Goodwin LLP, counsel to the Company,
          in the form set forth in Exhibit C.

               (c) A certificate of the Secretary or an Assistant Secretary of
          the Company which shall certify the names of the officers of the
          Company authorized to sign the Transaction Documents, the certificates
          for the Repurchase Stock, the Notes and the other documents,
          instruments or certificates to be delivered pursuant to this Agreement
          by the Company or any of its officers, together with the true
          signatures of such officers. The Sellers may conclusively rely on such
          certificate until they shall receive a further certificate of the
          Secretary or an Assistant Secretary of the Company canceling or
          amending the prior certificate and submitting the signatures of the
          officers named in such further certificate.

               (d) A certificate of the President of the Company stating that
          the representations and warranties of the Company contained in Section
          3 hereof and otherwise made by the Company in writing in connection
          with the transactions contemplated hereby are true and correct and
          that all conditions required to be performed prior to or at the
          Closing have been performed as of the Closing.

               (e) The Stockholders' Agreement in the form set forth in Exhibit
          D shall have been duly executed and delivered by the parties named
          therein.

               (f) The Registration Rights Agreement in the form set forth in
          Exhibit E shall have been duly executed and delivered by the parties
          named therein.

               (g) Certificates of Good Standing for the Company from the
          Secretaries of State of Delaware, Massachusetts, Rhode Island,
          Vermont, Maine, New Jersey, New York, Pennsylvania and all other
          jurisdictions in which the Company is qualified to do business as a
          foreign corporation.

<PAGE>


               (h) The Sellers, the Company and DVI Business Credit Corporation
          shall have duly executed and delivered a Subordination Agreement in
          the form set forth in Exhibit F.

               (i) The Company shall have duly executed and delivered a Note to
          each Seller in the form set forth in Exhibit A.

          6.4 Payment of Costs. The Company shall have paid for the costs,
     expenses, taxes and filing fees as required in Section 10.

          6.5 Board of Directors. The Board of Directors of the Company
     following the Closing shall consist of seven (7) members, of which the
     members shall be: John C. Garbarino, Angus M. Duthie, Kevin J. Dougherty,
     Steven W. Garfinkle, Frank H. Leone, Donald W. Hughes and Edward L. Cahill.
     Each committee of the Board of Directors shall include either Donald W.
     Hughes or Edward L. Cahill as one of its members.

          6.6 Sellers' Participation. All Sellers specified on Schedule I hereto
     shall participate in the transactions contemplated hereby.

          6.7 Consents, Waivers, Etc. Prior to the Closing, the Company shall
     have obtained all consents or waivers, if any, necessary to execute and
     deliver this Agreement, issue the Repurchase Stock and the Notes and to
     carry out the transactions contemplated hereby and thereby, and all such
     consents and waivers shall be in full force and effect. All corporate and
     other action and governmental filings necessary to effectuate the terms of
     this Agreement, the Repurchase Stock and the Notes and other agreements and
     instruments executed and delivered by the Company in connection herewith
     shall have been made or taken, except for any post-sale filing that may be
     required under federal or state securities laws. In addition to the
     documents set forth above, the Company shall have provided to the Sellers
     any other information or copies of documents that they may reasonably
     request.

     7. Conditions to the Obligations of the Company. The obligation of the
Company under this Agreement is subject to the fulfillment to the Company's
satisfaction, or the waiver in writing by the Company, of each of the conditions
set forth in this Section 7 on or before each Closing Date.

          7.1 Accuracy of Representations and Warranties. Each of the
     representations and warranties of the Sellers set forth in Section 4 hereof
     shall be true and correct on the date of the Closing.

          7.2 Performance. All covenants, agreements and conditions contained in
     this Agreement to be performed or complied with by the Sellers at or prior
     to the Closing shall have been performed or complied with by the Sellers.


<PAGE>


          7.3 Approvals. The Company shall have received prior to or at Closing
     from each Seller a certificate of an authorized person of such Seller
     stating that the representations and warranties of such Seller contained in
     Section 4 hereof and otherwise made by such Seller in writing in connection
     with the transactions contemplated hereby are true and correct and that all
     conditions required to be performed prior to or at the Closing have been
     performed as of the Closing.

          7.4 Stockholders' Agreement, Registration Rights Agreement and
     Subordination Agreement. The Stockholders' Agreement, Registration Rights
     Agreement and Subordination Agreement shall have been duly executed and
     delivered by the Sellers.

          7.5 Sellers' Participation. All Sellers specified on Schedule I hereto
     shall participate in the transactions contemplated hereby.

     8. Successors and Assigns. The provisions of this Agreement shall bind and
inure to the benefit of the respective successors and permitted assigns of the
parties hereto.

     9. Survival of Representations and Warranties. All representations and
warranties shall survive and remain in full force and effect after the Closing
with respect to the Company.

     10. Costs, Expenses and Taxes. The Company agrees to pay in connection with
the preparation, execution and delivery of this Agreement and the other
Transaction Documents and the issuance of the Repurchase Stock and the Notes,
the reasonable fees and out-of-pocket expenses collectively of Testa, Hurwitz &
Thibeault, LLP, special counsel for the Sellers. In addition, the Company shall
pay any and all stamp and similar transfer taxes payable or determined to be
payable in connection with the execution and delivery of this Agreement and the
Transaction Documents, the issuance of the Repurchase Stock and the Notes and
the other instruments and documents to be delivered hereunder or thereunder, and
agrees to save the Sellers harmless from and against any and all liabilities
with respect to or resulting from any delay in paying or omission to pay such
taxes.

     11. Notices. All notices, requests, consents and other communications under
this Agreement shall be in writing (including facsimile communication) and shall
be delivered by hand, by telecopier, by express overnight courier service or
mailed by first class mail, postage prepaid, and shall be given,

          if to Company, to:

               175 Derby Street, Suite 36
               Hingham, MA  02043
               Attention: President             Fax: (781) 741-5499

<PAGE>



          with a copy to:

               Donna L. Brooks, Esq.
               Shipman & Goodwin LLP
               One American Row
               Hartford, CT  06103              Fax: (860) 251-5999

          if to any Seller, to:

               To the applicable address and fax number set forth in
               Schedule I.

          with a copy to:

               Barbara M. Johnson, Esq.
               Testa, Hurwitz & Thibeault, LLP
               125 High Street
               Boston, MA  02110                Fax: (617) 790-0144

or at such other address as to which such party may inform the other parties in
writing in compliance with the terms of this Section.

     Notices provided in accordance with this Section 11 shall be deemed
delivered upon personal delivery, receipt by telecopy, or overnight mail, or 48
hours after deposit in the mail in accordance with the above.

     12. Brokers. The Company and the Sellers (i) represent and warrant to the
other that they have retained no finder or broker in connection with the
transactions contemplated by this Agreement, and (ii) shall indemnify and hold
harmless the other from and against any and all claims, liabilities, or
obligations with respect to brokerage or finders' fees or commissions or
consulting fees in connection with the transactions contemplated by this
Agreement, asserted by any person on the basis of any statement or
representation alleged to have been made by such indemnifying party.

     13. Entire Agreement. This Agreement, together with the instruments and
other documents hereby contemplated to be executed and delivered in connection
herewith, contains the entire agreement and understanding of the parties hereto,
and supersedes any prior agreements or understandings between or among them,
with respect to the subject matter hereof, including the Series A Convertible
Preferred Stock Purchase Agreement dated November 6, 1996, which will be of no
further force or effect.

     14. Amendments and Waivers. Except as otherwise expressly set forth in this
Agreement, any term of this Agreement may be amended and the observance of any
term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), with the written consent of
the Company and holders of at least a majority of the

<PAGE>


outstanding Repurchase Stock. No waivers of or exceptions to any term, condition
or provision of this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition
or provision.

     15. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. A facsimile signature shall constitute
an original signature hereto.

     16. Captions. The captions of the sections, subsections and paragraphs of
this Agreement have been added for convenience only and shall not be deemed to
be a part of this Agreement.

     17. Severability. Each provision of this Agreement shall be interpreted in
such manner as to validate and give effect thereto to the fullest lawful extent,
but if any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable under applicable law, such provision
shall be ineffective only to the extent so determined and such invalidity or
unenforceability shall not affect the remainder of such provision or the
remaining provisions of this Agreement.

     18. Waiver of Preemptive Rights. The Sellers representing the holders of at
least a majority in interest of the Series A Preferred hereby by waive any
rights of first refusal pursuant to Article VI of the Series A Convertible
Preferred Stock Purchase Agreement dated as of November 6, 1996, including any
notice requirements related thereto, with respect to the issuance and sale of
the Repurchase Stock.

     19. Governing Law. This Agreement shall be governed by and interpreted and
construed in accordance with the laws of the State of Delaware. Each of the
parties hereby irrevocably submits to the jurisdiction of any United States
federal court sitting in the State of Delaware (or, if such court shall not
accept such jurisdiction, any state court sitting in Delaware) in any action,
suit or proceeding brought against it by the other party under this Agreement.

                  [Remainder of page intentionally left blank]

<PAGE>

     IN WITNESS WHEREOF, the Company and the Sellers have executed this
Agreement as of the day and year first above written.

                           OCCUPATIONAL HEALTH + REHABILITATION INC


                           By:  /s/ Keith G. Frey
                                ------------------------------------------------
                           Name:  Keith G. Frey
                                  ----------------------------------------------
                           Title:  Chief Financial Officer
                                   ---------------------------------------------


                           SELLERS:

                           CAHILL, WARNOCK STRATEGIC PARTNERS FUND, L.P.

                           By:  Cahill, Warnock Strategic Partners, L.P.

                           By: /s/ Donald W. Hughes
                               -------------------------------------------------
                           Title:  General Partner
                                 -----------------------------------------------


                           STRATEGIC ASSOCIATES, L.P.

                           By:  Cahill, Warnock Strategic Partners, L.P.

                           By: /s/ Donald W. Hughes
                               -------------------------------------------------
                           Title:  General Partner
                                 -----------------------------------------------


                           AXA U.S. GROWTH FUND LLC

                           By: /s/ Thomas G. McKinley
                               -------------------------------------------------
                           Title: Managing Member
                                  ----------------------------------------------


                           PANTHEON GLOBAL PCC LIMITED

                           By: /s/ Sarita Keen
                               -------------------------------------------------
                           Title: Alternate Director
                                  ----------------------------------------------

<PAGE>

                           DOUBLE BLACK DIAMOND II, LLC

                           By:  /s/Thomas G. McKinley
                                ------------------------------------------------
                           Title:  Managing Member
                                 -----------------------------------------------


                           /s/ Thomas G. McKinley
                           -----------------------------------------------------
                           Vincent Worms, signed by Thomas G. McKinley
                           pursuant to a power of attorney


                           THE VENTURE CAPITAL FUND OF NEW ENGLAND III, L.P.

                           By:  FH & Co. III, L.P., its General Partner

                           By: /s/ Kevin J. Dougherty
                               -------------------------------------------------
                           Title: General Partner
                                  ----------------------------------------------


                           BANCBOSTON VENTURES, INC.

                           By: /s/John B. McCormick
                               -------------------------------------------------
                           Title: Vice President
                                  ----------------------------------------------


                           VENROCK ASSOCIATES
                           VENROCK ASSOCIATES II, L.P.

                           By: /s/Anthony B. Evnin
                               -------------------------------------------------
                           Title:  General Partner
                                   ---------------------------------------------


                           ASSET MANAGEMENT ASSOCIATES, 1989, L.P.

                           By:  AMC Partners 89, L.P., General Partner

                           By: /s/ Craig C. Taylor
                               -------------------------------------------------
                           Title: General Partner
                                  ----------------------------------------------

<PAGE>

                                                                      SCHEDULE I
<TABLE>
<CAPTION>
                                  Series A                                       Shares of
Name and                         Preferred                                      Repurchase
Address of Sellers                 Shares        Cash            Notes             Stock
------------------               ---------       ----            -----             -----
<S>                               <C>         <C>             <C>                 <C>
Cahill, Warnock Strategic        679,042     $1,294,049.41   $1,294,049.41       770,871
Partners Fund, L.P.
One South Street
Suite 2150
Baltimore, Maryland 21202
Attn:  Mr. Donald W. Hughes

     with copy to:
     ------------
     Edward L. Cahill
     HLM Management
     222 Berkley Street
     Boston, MA  02116

Strategic Associates, L.P.        37,625          71,701.91      $71,701.91        42,713
One South Street
Suite 2150
Baltimore, Maryland 21202
Attn: Mr. Donald W. Hughes

     with copy to:
     ------------
     Edward L. Cahill
     HLM Management
     222 Berkley Street
     Boston, MA  02116

AXA U.S. Growth Fund LLC          86,667         165,161.18     $165,161.18        98,387
c/o Partech International
50 California Street
Suite 3200
San Francisco, CA 94111
Attn:  Mr. Thomas G. McKinley

Pantheon Global PCC Limited      173,334         330,322.37     $330,322.37       196,775
Pantheon Ventures, Inc.
Transamerica Center
600 Montgomery Street
23rd Floor
San Francisco, CA  94111
Attn: Jay Pierrepont

Double Black Diamond II, LLC      16,667         $31,762.28      $31,762.28        18,921
c/o Partech International
50 California Street
Suite 3200
San Francisco, CA 94111
Attn:  Mr. Thomas G. McKinley
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                  Series A                                       Shares of
Name and                         Preferred                                      Repurchase
Address of Sellers                 Shares        Cash            Notes             Stock
------------------               ---------       ----            -----             -----
<S>                               <C>         <C>             <C>                 <C>
Vincent Worms                      6,665         $12,701.48      $12,701.48         7,566
50 California Street
Suite 3200
San Francisco, CA 94111

Asset Management Associates,      83,333        $158,807.58     $158,807.58        94,602
1989, L.P.
Alloy Ventures
480 Cowper Street, 2nd Floor
Palo Alto, CA  94301
Attn:  Mr. Craig C. Taylor

Venrock Associates                66,667        $127,047.21     $127,047.21        75,683
Room 5508
30 Rockefeller Plaza
New York, New York 10112
Attn:  Mr. Anthony Evnin

Venrock Associates II, L.P.      100,000        $190,569.86     $190,569.86       113,523
Room 5508
30 Rockefeller Plaza
New York, New York 10112
Attn:  Mr. Anthony Evnin

The Venture Capital Fund of       66,667        $127,047.21     $127,047.21        75,683
New England, III, L.P.
30 Washington Street
Wellesley Hills, MA  02481-1905
Attn:  Mr. Kevin J. Dougherty

BancBoston Ventures, Inc.        100,000        $190,569.86     $190,569.86       113,523
BancBoston Capital
Mail Stop:  MA DE  10210A
175 Federal Street,
Apt. 10th Floor
Boston, MA  02110
Attn:  Mr. John B. McCormick

         TOTAL                 1,416,667      $2,699,740.35   $2,699,740.35     1,608,247

</TABLE>

<PAGE>

                                                                       EXHIBIT A

                             FORM OF PROMISSORY NOTE

<PAGE>

                                                                       EXHIBIT B

                               DISCLOSURE SCHEDULE

<PAGE>

                                                                       EXHIBIT C

                        OPINION OF SHIPMAN & GOODWIN LLP

<PAGE>

                                                                       EXHIBIT D

                   AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

<PAGE>

                                                                       EXHIBIT E

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

<PAGE>

                             SUBORDINATION AGREEMENT