<PAGE>

                                                                Exhibit 4.03 (b)
                                                                ----------------

                            SECURED PROMISSORY NOTE

                            Dated December 15, 2000

     FOR VALUE RECEIVED, the undersigned ("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)
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
the date hereof between Holder as Lender and Borrower as Borrower (as 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 4041 MacArthur
Blvd., Suite 401, Newport Beach, CA 92660, 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 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.

                                       36
<PAGE>

     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 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.

THIS NOTE CONTAINS JURY TRIAL WAIVER AND EXEMPLARY AND PUNITIVE DAMAGES WAIVER
PROVISIONS

<TABLE>
<S>                                                    <C>
OCCUPATIONAL HEALTH + REHABILITATION INC               CM OCCUPATIONAL HEALTH,
                                                       LIMITED LIABILITY COMPANY
                                                       By: Occupational Health + Rehabilitation Inc
                                                       Its Member and Manager

By:    ________________________________                By:    ________________________________
Print Name: ___________________________                Print Name: ___________________________
Title: ________________________________                Title: ________________________________

OHR-SSM, LLC                                           OCCUPATIONAL HEALTH CONNECTION, LLC
By: Occupational Health + Rehabilitation Inc           By:  Occupational Health + Rehabilitation Inc
Its Member and Manager                                 Its Member and Manager

By:    ________________________________                By:    ________________________________
Print Name: ___________________________                Print Name: ___________________________
Title: ________________________________                Title: ________________________________
</TABLE>

                                       37