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                                                                Exhibit 10.02(c)

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

     This Amended and Restated Registration Rights Agreement (the "Agreement"),
dated as of March 24, 2003 is by and among Occupational Health + Rehabilitation
Inc (the "Company"), and the parties listed under the heading of Investors on
Schedule A attached hereto (the "Investors").

     WHEREAS, the Investors and the Company entered into a Series A
Convertible Preferred Stock Purchase Agreement dated as of November 6, 1996 (the
"Series A Purchase Agreement") pursuant to which the Company issued to the
Investors 1,416,667 shares of Series A Convertible Preferred Stock, par value
$.001 per share, of the Company (the "Series A Preferred Shares"); and

     WHEREAS, the Company agreed to grant to the Investors, as an inducement to
enter into the Series A Purchase Agreement, certain rights with respect to the
Series A Preferred Shares as set forth in a Registration Rights Agreement dated
as of November 6, 1996 (the "Prior Agreement");

     WHEREAS, the Investors and the Company are, on the date hereof, entering
into a Series A Convertible Stock Repurchase Agreement (the "Repurchase
Agreement") pursuant to which the Company shall repurchase the Series A
Preferred Shares held by the Investors in exchange for consideration that
includes shares of the Company's Common Stock, par value $.001 per share;

     WHEREAS, the Investors and the Company have agreed that it is in the best
interest of the Company to amend and restate the Prior Agreement to provide for
certain rights with respect to the shares of Common Stock issued pursuant to the
Repurchase Agreement; and

     WHEREAS, pursuant to Section 13(d) of the Prior Agreement, amendments to
the Prior Agreement may be made with the written consent of the Company and the
holders of a majority of the aggregate number of outstanding shares of
Restricted Stock (as defined therein) held of record by the Holders (as defined
therein) or their permitted successors and assigns.

     NOW, THEREFORE, in consideration of the premises set forth herein, the
parties hereto hereby agree as follows:

     1. Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:

     "Commission" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.

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     "Common Stock" shall mean the Common Stock, $.001 par value, of the
Company, as constituted as of the date of this Agreement.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

     "Holder" shall mean the person who is the then record owner of Restricted
Stock.

     "Registrable Shares" shall mean the shares of Restricted Stock.

     "Registration Expenses" shall mean the expenses so described in Section 8.

     "Restricted Stock" shall mean the shares of Common Stock issued to the
Investors pursuant to the Repurchase Agreement, and any shares of capital stock
received in respect thereof, excluding shares which have been (a) registered
under the Securities Act pursuant to an effective registration statement filed
thereunder and disposed of in accordance with the registration statement
covering them or (b) publicly sold pursuant to Rule 144 under the Securities
Act.

     "Securities Act" shall mean the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

     2. Restrictive Legend.

     Each certificate representing the Restricted Stock shall bear a legend
stating in substance:

     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.

     A certificate shall not be required to bear such legend if, in the opinion
of counsel satisfactory to the Company, the securities represented thereby may
be publicly sold without registration under the Securities Act.

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     3. Notice of Proposed Transfer.

     Prior to any proposed transfer of any Restricted Stock (other than under
the circumstances described in Section 4, 5 or 6), the Holder thereof shall give
written notice to the Company of its intention to effect such transfer. Each
such notice shall describe the manner of the proposed transfer and, if requested
by the Company, shall be accompanied by an opinion of counsel satisfactory to
the Company to the effect that the proposed transfer may be effected without
registration under the Securities Act, whereupon the Holder of such stock shall
be entitled to transfer such stock in accordance with the terms of its notice;
provided, however, that no such opinion of counsel shall be required for a
distribution by a partnership to its partners or a limited liability company to
its members of such stock in respect of such interest. Each certificate for
shares of Restricted Stock transferred as above provided shall bear the legend
set forth in Section 2, except that such certificate shall not bear such legend
if (i) such transfer is in accordance with the provisions of Rule 144 (or any
other rule permitting public sale without registration under the Securities Act)
or (ii) the opinion of counsel referred to above is to the further effect that
the transferee and any subsequent transferee (other than an affiliate of the
Company) would be entitled to transfer such securities in a public sale without
registration under the Securities Act. The restrictions provided for in this
Section 3 shall not apply to securities which are not required to bear the
legend prescribed by Section 2 in accordance with the provisions of that
Section.

     4. Required Registration.

          (a) The Holders of Registrable Shares constituting at least 51% of the
     total shares of Registrable Shares then outstanding may request the Company
     to register under the Securities Act all or any portion of the Registrable
     Shares held by such requesting Holder or Holders for sale in the manner
     specified in such notice, provided that the Registrable Shares for which
     registration has been requested shall constitute at least 25% of the total
     Registrable Shares originally issued pursuant to the Repurchase Agreement
     if such Holder or Holders shall request the registration of less than all
     Registrable Shares then held by such Holder or Holders. Notwithstanding
     anything to the contrary contained herein, no request may be made under
     this Section 4 within 180 days after the effective date of a registration
     statement filed by the Company covering a firm commitment underwritten
     public offering in which the Holders of Registrable Shares shall have been
     entitled to join pursuant to Section 5 or 6 and in which there shall have
     been effectively registered all Registrable Shares to which registration
     shall have been requested.

          (b) Following receipt of any notice under this Section 4, the Company
     shall immediately notify all Holders of Registrable Shares from whom notice
     has not been received and shall use its reasonable best efforts to register
     under the Securities Act, for public sale in accordance with the method of
     disposition specified in such notice from requesting Holders, the number of
     Registrable Shares specified in such notice (and in all notices received by
     the Company from other Holders within 30 days after the giving of such
     notice by the Company). If such method of disposition shall be an
     underwritten public offering, the Holders of a majority of the Registrable
     Shares to be sold in such offering may designate the managing underwriter
     of

<PAGE>

     such offering, subject to the approval of the Company, which approval shall
     not be unreasonably withheld or delayed. The Company shall be obligated to
     register Registrable Shares pursuant to this Section 4 on two occasions
     only, provided, however, that such obligation shall be deemed satisfied
     only when a registration statement, which covers all Registrable Shares
     specified in notices received as aforesaid and with respect to which the
     request for registration has not been withdrawn and provides for sale of
     such shares in accordance with the method of disposition specified by the
     requesting Holders, shall have become effective and, if such method of
     disposition is a firm commitment underwritten public offering, all such
     shares shall have been sold pursuant thereto.

          (c) The Company shall be entitled to include in any registration
     statement referred to in this Section 4, for sale in accordance with the
     method of disposition specified by the requesting Holders, shares of Common
     Stock to be sold by the Company for its own account, except as and to the
     extent that, in the opinion of the managing underwriter (if such method of
     disposition shall be an underwritten public offering), such inclusion would
     adversely affect the marketing of the Registrable Shares to be sold. Except
     for registration statements on Form S-4, S-8 or any successor thereto, the
     Company will not file with the Commission any other registration statement
     with respect to its Common Stock, whether for its own account or that of
     other stockholders, from the date of receipt of a notice from requesting
     Holders pursuant to this Section 4 (the "Demand Holders") until the first
     to occur of (i) withdrawal of such registration statement or (ii) the
     effectiveness of such registration statement unless such registration
     statement relates to a firm commitment underwritten public offering, then
     the completion of the period of distribution of the registration
     contemplated thereby; provided, however, that following receipt of any
     notice under this Section 4, the Company shall immediately notify all
     holders of the Company's Common Stock who have contractual rights to demand
     registrations pursuant to the terms of any other registration rights
     agreement to which the Company is a party. Upon the written request of such
     demand rights holders constituting the requisite percentages of shares to
     initiate a demand under such other registration rights agreement specifying
     the number of shares to be registered, which request shall be deemed to be
     an exercise of a demand right under the terms of the registration rights
     agreement to which they are parties, such demand rights holders shall be
     deemed to be Demand Holders and the shares requested to be registered by
     such Demand Holders shall be deemed to be Registrable Shares, in each case,
     for purposes of Section 4(d), provided that such written request is
     received by the Company within 30 days of the giving of notice by the
     Company.

          (d) If, in the opinion of the managing underwriter, the inclusion in a
     registration statement to be filed under this Section of any shares other
     than the Registrable Shares requested to be registered under this Section
     by Demand Holders would adversely affect the marketing of such shares,
     then, in such event (a) such other shares may be included in such
     registration only if all of the Registrable Shares requested to be
     registered by Demand Holders hereunder are included, and (b) such other
     shares shall be subject to the provisions of Section 5 and the first
     sentence of Section 4(c) as to priority of inclusion. If, in the opinion of
     the managing underwriter, the inclusion of the Registrable Shares requested
     to be registered under this Section by Demand Holders would adversely
     affect the marketing of such Registrable Shares, Registrable Shares to be
     sold by the Demand Holders shall be excluded in such manner

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- 5 -

     that the Registrable Shares to be excluded shall first be the Registrable
     Shares of Demand Holders who are not affiliates (as defined in Rule 144 of
     the Securities Act) of the Company (the "Affiliate Holders") and whose
     Registrable Shares are then saleable under Rule 144(e) or Rule 144(k) under
     the Securities Act and then pro rata among them, and if further reduction
     is necessary, shall next be pro rata among the remaining Registrable Shares
     of the Demand Holders who are Affiliate Holders or whose Registrable Shares
     are not then saleable under Rule 144(e) or Rule 144(k), provided, however,
     that, notwithstanding anything in this Agreement to the contrary, in
     respect of the first underwritten public offering following the date of
     this Agreement, no reduction shall reduce the number of shares which may be
     sold by requesting Holders to less than 25% of the shares to be sold in
     such offering.

     5. Incidental Registration.

     If the Company at any time (other than pursuant to Section 4 or Section 6)
proposes to register any of its securities under the Securities Act for sale to
the public, whether for its own account or for the account of other
securityholders or both (except with respect to registration statements on Forms
S-4, S-8 or another form not available for registering the Restricted Stock for
sale to the public), each such time the Company will give written notice to all
Holders of outstanding Restricted Stock of its intention to do so. Upon the
written request of any such Holder received by the Company within 30 days of the
giving of any such notice by the Company to register any of such Holder's
Restricted Stock (which request shall state the intended method of disposition
thereof), the Company will use its reasonable best efforts to cause the
Restricted Stock as to which registration shall have been so requested to be
included in the securities to be covered by the registration statement proposed
to be filed by the Company, all to the extent requisite to permit the sale or
other disposition by the Holder (in accordance with such Holder's written
request) of such Restricted Stock so registered. In the event that any
registration pursuant to this Section 5 shall be, in whole or in part, an
underwritten public offering of Common Stock, the number of shares of Restricted
Stock to be included in such an underwriting may be reduced if and to the extent
that the managing underwriter shall be of the opinion that such inclusion would
adversely affect the marketing of the securities to be sold by the Company or
the requesting party therein or that such reduction is otherwise advisable,
provided, however, that after any shares to be sold by holders that do not have
contractual rights to have shares included in such registration have been
excluded, shares to be sold by the Holders shall be excluded in such manner that
the shares to be excluded shall first be the shares of selling Holders and other
requesting holders who, in each case, are not Affiliate Holders and whose shares
are then saleable under Rule 144(e) or Rule 144(k) under the Securities Act and
then pro rata among them, and if further reduction is necessary, shall next be
pro rata among the remaining shares of the selling Holders and other requesting
holders who are Affiliate Holders or whose shares are not then saleable under
Rule 144(e) or Rule 144(k), unless such registration is pursuant to the exercise
of a demand right of another securityholder, in which event such securityholder
shall be entitled to include all shares it desires to have so included before
any shares of Restricted Stock or shares of any other holder are included
therein and provided, however, that, notwithstanding anything in this Agreement
to the contrary, in respect of the first underwritten public offering following
the date of this Agreement, no reduction shall reduce the

<PAGE>

number of shares which may be sold by requesting Holders to less than 25% of the
shares to be sold in such offering.

     6. Registration on Form S-3.

     If (i) a Holder or Holders of Registrable Shares request that the Company
file a registration statement on Form S-3 or any successor thereto for a public
offering of all or any portion of the Registrable Shares held by such requesting
Holder or Holders, the reasonably anticipated aggregate price to the public of
at least $500,000, and (ii) the Company is a registrant entitled to use Form S-3
or any successor thereto to register such shares, then the Company shall use its
reasonable best efforts to register under the Securities Act on Form S-3 or any
successor thereto, for public sale in accordance with the method of disposition
specified in such notice, the number of Registrable Shares specified in such
notice. Whenever the Company is required by this Section 6 to use its reasonable
best efforts to effect the registration of Registrable Shares, each of the
procedures and requirements of Section 4 (including but not limited to the
requirement that the Company notify all Holders of Registrable Shares from whom
notice has not been received and provide them with the opportunity to
participate in the offering) shall apply to such registration, provided,
however, that there shall be up to five (5) registrations on Form S-3 which may
be requested and obtained under this Section 6, and the Company shall not be
obligated to register Registrable Shares pursuant to this Section 6 on more than
one occasion per twelve (12) month period, and provided, further, however, that
the requirements contained in the first sentence of Section 4(a) shall not apply
to any registration on Form S-3 which may be requested and obtained under this
Section 6.

     7. Registration Procedures.

     If and whenever the Company is required by the provisions of Section 4, 5
or 6 to use its reasonable best efforts to effect the registration of any shares
of Restricted Stock under the Securities Act, the Company will, as expeditiously
as possible:

          (a) prepare and file with the Commission a registration statement
     (which, in the case of an underwritten public offering pursuant to Section
     4, shall be on Form S-1 or other form of general applicability satisfactory
     to the managing underwriter selected as therein provided) with respect to
     such securities and use its reasonable best efforts to cause such
     registration statement to become and remain effective for the period of the
     distribution contemplated thereby (determined as hereinafter provided);

          (b) prepare and file with the Commission such amendments and
     supplements to such registration statement and the prospectus used in
     connection therewith as may be necessary to keep such registration
     statement effective for the period specified in paragraph (a) above and
     comply with the provisions of the Securities Act with respect to the
     disposition of all Restricted Stock covered by such registration statement
     in accordance with the sellers' intended method of disposition set forth in
     such registration statement for such period;

<PAGE>


          (c) furnish to each seller of Restricted Stock and to each underwriter
     such number of copies of the registration statement and the prospectus
     included therein (including each preliminary prospectus) as such persons
     reasonably may request in order to facilitate the public sale or other
     disposition of the Restricted Stock covered by such registration statement;

          (d) use its reasonable best efforts to register or qualify the
     Restricted Stock covered by such registration statement under the
     securities or "blue sky" laws of such jurisdictions as the sellers of
     Restricted Stock or, in the case of an underwritten public offering, the
     managing underwriter reasonably shall request, provided, however, that the
     Company shall not for any such purpose be required to qualify generally to
     transact business as a foreign corporation in any jurisdiction where it is
     not so qualified or to consent to general service of process in any such
     jurisdiction;

          (e) use its reasonable best efforts to list the Restricted Stock
     covered by such registration statement with any securities exchange on
     which the Common Stock is then listed;

          (f) immediately notify each seller of Restricted Stock and each
     underwriter under such registration statement, at any time when a
     prospectus relating thereto is required to be delivered under the
     Securities Act, of the happening of any event of which the Company has
     knowledge as a result of which the prospectus contained in such
     registration statement, as then in effect, includes an untrue statement of
     a material fact or omits to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the circumstances then existing, and promptly prepare and furnish to
     such seller a reasonable number of copies of a prospectus supplemented or
     amended so that, as thereafter delivered to the purchasers of such
     Restricted Stock, such prospectus shall not include 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 not misleading in light
     of the circumstances then existing;

          (g) if the offering is underwritten and at the request of any seller
     of Restricted Stock as provided herein, use its reasonable best efforts to
     furnish on the date that Restricted Stock is delivered to the underwriters
     for sale pursuant to such registration: (i) an opinion dated such date of
     counsel representing the Company for the purposes of such registration,
     addressed to the underwriters and to such seller, stating that such
     registration statement has become effective under the Securities Act and
     that (A) to the knowledge of such counsel, no stop order suspending the
     effectiveness thereof has been issued and no proceedings for that purpose
     have been instituted or are pending or threatened under the Securities Act,
     (B) the registration statement, the related prospectus and each amendment
     or supplement thereof comply as to form in all material respects with the
     requirements of the Securities Act (except that such counsel need not
     express any opinion as to financial statements, schedules and other
     financial or statistical information contained therein) and (C) to such
     other effects as reasonably may be requested by counsel for the
     underwriters or by such seller or its counsel; and (ii) a letter dated such
     date from the independent public accountants retained by the Company,
     addressed to the underwriters and to such seller, stating that they are
     independent public accountants within the meaning of the Securities Act and
     that, in the opinion of such accountants, the financial statements of the
     Company included in the registration statement or the prospectus, or any
     amendment or

<PAGE>

     supplement thereof, comply as to form in all material respects with the
     applicable accounting requirements of the Securities Act, and such letter
     shall additionally cover such other financial matters (including
     information as to the period ending no more than five business days prior
     to the date of such letter) with respect to such registration as such
     underwriters reasonably may request;

          (h) make available for inspection by each seller of Restricted Stock,
     any underwriter participating in any distribution pursuant to such
     registration statement, and any attorney, accountant or other agent
     retained by such seller or underwriter, all financial and other records,
     pertinent corporate documents and properties of the Company, and cause the
     Company's officers, directors and employees to supply all information
     reasonably requested by any such seller, underwriter, attorney, accountant
     or agent in connection with such registration statement;

          (i) cooperate with the selling holders of Restricted Stock and the
     managing underwriters, if any, to facilitate the timely preparation and
     delivery of certificates representing Restricted Stock to be sold, such
     certificates to be in such denominations and registered in such names as
     such holders or the managing underwriters may request at least two business
     days prior to any sale of Restricted Stock; and

          (j) permit any holder of Restricted Stock which holder, in the sole
     and exclusive judgment, exercised in good faith, of such holder, might be
     deemed to be a controlling person of the Company, to participate in good
     faith in the preparation of such registration or comparable statement and
     to require the insertion therein of material, furnished to the Company in
     writing, which in the reasonable judgment of such holder and its counsel
     should be included.

     For purposes of Section 7(a) and 7(b) and of Section 4(c), the period of
distribution of Restricted Stock included therein shall be deemed to extend
until the first to occur of (i) each underwriter's completion of the
distribution of all securities purchased by it, and (ii) either (A) two years,
if the Company is qualified to file a registration statement on Form S-3 or any
successor thereto, or (B) 120 days if the Company is not qualified to file a
registration statement on Form S-3 or any successor thereto.

     In connection with each registration hereunder, the sellers of Restricted
Stock will furnish to the Company in writing such information with respect to
themselves and the proposed distribution by them as reasonably shall be
necessary in order to assure compliance with federal and applicable state
securities laws.

     In connection with each registration pursuant to Section 4, 5 or 6 covering
an underwritten public offering, the Company and each seller agree to enter into
a written agreement with the managing underwriter selected in the manner herein
provided in such form and containing such provisions as are customary in the
securities business for such an arrangement between such underwriter and
companies of the Company's size and investment stature.

     No Holder of shares of Restricted Stock included in a registration
statement shall (until further notice) effect sales thereof after receipt of
telegraphic or written notice from the Company

<PAGE>


to suspend sales to permit the Company to correct or update a registration
statement or prospectus; but the obligations of the Company with respect to
maintaining any registration statement current and effective shall be extended
by a period of days equal to the period such suspension is in effect unless (i)
such extension would result in the Company's inability to use the financial
statements in the registration statement as initially filed and (ii) such
correction or update did not result from the Company's acts or failures to act.

     At the end of the period during which the Company is obligated to keep the
registration statement current and effective as described above (and any
extensions thereof required by the preceding sentence), the Holders of shares of
Restricted Stock included in the registration statement shall discontinue sales
of shares pursuant to such registration statement upon receipt of notice from
the Company of its intention to remove from registration the shares covered by
such registration statement which remain unsold, and such Holders shall notify
the Company of the number of shares registered which remain unsold immediately
upon receipt of such notice from the Company.

     8. Expenses.

     All expenses incurred by the Company in complying with Sections 4, 5 and 6,
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel and independent public accountants
for the Company, fees and expenses (including counsel fees) incurred in
connection with complying with state securities or "blue sky" laws, fees of the
National Association of Securities Dealers, Inc., transfer taxes, fees of
transfer agents and registrars, costs of insurance, and fees and disbursements
of one counsel for the sellers of Restricted Stock, but excluding any Selling
Expenses, are called "Registration Expenses." All underwriting discounts and
selling commissions applicable to the sale of Restricted Stock are called
"Selling Expenses."

     The Company will pay all Registration Expenses in connection with each
registration statement under Sections 4, 5 or 6. All Selling Expenses in
connection with each registration statement under Sections 4, 5 or 6 shall be
borne by the participating sellers in proportion to the number of shares sold by
each, or by such participating sellers other than the Company (except to the
extent the Company shall be a seller) as they may agree.

     9. Indemnification and Contribution.

          (a) In the event of a registration of any of the Restricted Stock
     under the Securities Act pursuant to Sections 4, 5 or 6, the Company will
     indemnify and hold harmless each seller of such Restricted Stock
     thereunder, its officers and directors, each underwriter of such Restricted
     Stock thereunder and each other person, if any, who controls such seller or
     underwriter within the meaning of the Securities Act, against any losses,
     claims, damages or liabilities, joint or several, to which such seller,
     officer, director, underwriter or controlling person may become subject
     under the Securities Act or otherwise, insofar as such losses, claims,
     damages or liabilities (or actions in respect thereof) arise out of or are
     based upon (i) any untrue statement or alleged untrue statement of any
     material fact contained in any registration statement


<PAGE>

     under which such Restricted Stock was registered under the Securities Act
     pursuant to Sections 4, 5 or 6, any preliminary prospectus or final
     prospectus contained therein, or any amendment or supplement thereof, (ii)
     any blue sky application or other document executed by the Company
     specifically for that purpose or based upon written information furnished
     by the Company filed in any state or other jurisdiction in order to qualify
     any or all of the Restricted Stock under the securities laws thereof (any
     such application, document or information herein called a "Blue Sky
     Application"), (iii) the omission or alleged omission to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, (iv) any violation by the Company or its
     agents of any rule or regulation promulgated under the Securities Act
     applicable to the Company or its agents and relating to action or inaction
     required of the Company in connection with such registration, or (v) any
     failure to register or qualify the Restricted Stock in any state where the
     Company or its agents has affirmatively undertaken or agreed in writing
     that the Company (the undertaking of any underwriter chosen by the Company
     being attributed to the Company) will undertake such registration or
     qualification on the seller's behalf (provided that in such instance the
     Company shall not be so liable if it has undertaken its best efforts to so
     register or qualify the Restricted Stock) and will reimburse each such
     seller, and such officer and director, each such underwriter and each such
     controlling person for any legal or other expenses reasonably incurred by
     them in connection with investigating or defending any such loss, claim,
     damage, liability or action, provided, however, that the Company will not
     be liable in any such case if and to the extent that any such loss, claim,
     damage or liability arises out of or is based upon an untrue statement or
     alleged untrue statement or omission or alleged omission so made in
     conformity with information furnished by any such seller, any such
     underwriter or any such controlling person in writing specifically for use
     in such registration statement or prospectus, and except that the foregoing
     indemnity agreement is subject to the condition that, insofar as it relates
     to any such untrue statement or alleged untrue statement or omission or
     alleged omission made in the preliminary prospectus but eliminated or
     remedied in the amended prospectus on file with the Commission at the time
     the registration statement becomes effective or in the amended prospectus
     filed with the Commission pursuant to Rule 424(b) or in the prospectus
     subject to completion and term sheet under Rule 434 of the Securities Act,
     which together meet the requirements of Section 10(a) of the Securities Act
     (the "Final Prospectus"), such indemnity agreement shall not inure to the
     benefit of any such seller, any such underwriter or any such controlling
     person, if such seller, underwriter or controlling person was obligated
     under law to provide a copy of the Final Prospectus to the person or entity
     asserting the loss, liability, claim or damage and failed to do so after
     sufficient copies of the Final Prospectus were delivered by the Company to
     such seller, underwriter or controlling person in sufficient time to
     deliver the Final Prospectus within the period required by the Securities
     Act; provided, further, that this indemnity shall not be deemed to relieve
     any underwriter of any of its due diligence obligations.

          (b) To the extent permitted by law, in the event of a registration of
     any of the Restricted Stock under the Securities Act pursuant to Section 4,
     5 or 6, each seller of such Restricted Stock thereunder, severally and not
     jointly, will indemnify and hold harmless the Company, each person, if any,
     who controls the Company within the meaning of the Securities Act, each
     officer of the Company who signs the registration statement, each director
     of the Company, each underwriter and each person who controls any
     underwriter within the meaning of

<PAGE>

     the Securities Act, against all losses, claims, damages or liabilities,
     joint or several, to which the Company or such officer, director,
     underwriter or controlling person may become subject under the Securities
     Act or otherwise, insofar as such losses, claims, damages or liabilities
     (or actions in respect thereof) arise out of or are based upon any untrue
     statement or alleged untrue statement of any material fact contained in any
     registration statement under which such Restricted Stock was registered
     under the Securities Act pursuant to Section 4, 5 or 6, any preliminary
     prospectus or final prospectus contained therein, or any amendment or
     supplement thereof, or arise out of or are based upon the omission or
     alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading in the
     light of the circumstances in which they were made, and will reimburse the
     Company and each such officer, director, underwriter or controlling person
     for any legal or other expenses reasonably incurred by them in connection
     with investigating or defending any such loss, claim, damage, liability or
     action, provided, however, that such seller will be liable hereunder in any
     such case if and only to the extent that any such loss, claim, damage or
     liability arises out of or is based upon an untrue statement or alleged
     untrue statement or omission or alleged omission so made in reliance upon
     and in conformity with information pertaining to such seller furnished in
     writing to the Company by such seller specifically for use in such
     registration statement or prospectus, and provided, further, that the
     foregoing indemnity agreement is subject to the condition that, insofar as
     it relates to any such untrue statement or alleged untrue statement or
     omission or alleged omission made in the preliminary prospectus but
     eliminated or remedied in the amended prospectus on file with the
     Commission at the time the registration statement becomes effective or in
     the Final Prospectus, such indemnity agreement shall not inure to the
     benefit of the Company, any controlling person or any underwriter, if the
     Company, underwriter or controlling person was obligated under law to
     provide a copy of the Final Prospectus to the person or entity asserting
     the loss, liability, claim or damage and failed to do so within the period
     required by the Securities Act; provided, further, that this indemnity
     shall not be deemed to relieve any underwriter of any of its due diligence
     obligations; and provided, further, that in no event shall any indemnity by
     a seller under this Section 9(b) exceed the gross proceeds from the
     offering received by such seller.

          (c) Promptly after receipt by an indemnified party hereunder of notice
     of the commencement of any action, such indemnified party shall, if a claim
     in respect thereof is to be made against the indemnifying party hereunder,
     notify the indemnifying party in writing thereof, but the omission so to
     notify the indemnifying party shall not relieve it from any liability which
     it may have to such indemnified party other than under this Section 9 and
     shall only relieve it from any liability which it may have to such
     indemnified party under this Section 9 if and to the extent the
     indemnifying party is prejudiced by such omission. In case any such action
     shall be brought against any indemnified party and it shall notify the
     indemnifying party of the commencement thereof, the indemnifying party
     shall be entitled to participate in and, to the extent it shall wish, to
     assume and undertake the defense thereof with counsel satisfactory to such
     indemnified party, and, after notice from the indemnifying party to such
     indemnified party of its election so to assume and undertake the defense
     thereof, the indemnifying party shall not be liable to such indemnified
     party under this Section 9 for any legal expenses subsequently incurred by
     such indemnified party in connection with the defense thereof other than
     reasonable costs of investigation and of liaison with counsel so selected,
     provided, however, that, if the defendants in any such action include both
     the indemnified party and the indemnifying party and


<PAGE>

     counsel to the indemnified party shall have reasonably concluded that there
     are reasonable defenses available to the indemnified party which are
     different from or additional to those available to the indemnifying party
     or if the interests of the indemnified party reasonably may be deemed to
     conflict with the interests of the indemnifying party, the indemnified
     party shall have the right to select a separate counsel and to assume such
     legal defenses and otherwise to participate in the defense of such action,
     with the expenses and fees of such separate counsel and other expenses
     related to such participation to be reimbursed by the indemnifying party as
     incurred. No indemnifying party, in the defense of any such claim or
     litigation, shall, except with the consent of each indemnified party,
     consent to entry of any judgment or enter into any settlement which does
     not include as an unconditional term thereof the giving by the claimant or
     plaintiff to such indemnified party of a release from all liability in
     respect to such claim or litigation.

          (d) In order to provide for just and equitable contribution to joint
     liability under the Securities Act in any case in which either (i) any
     Holder of Restricted Stock exercising rights under this Agreement, or any
     controlling person of any such Holder, makes a claim for Indemnification
     pursuant to this Section 9 but it is judicially determined (by the entry of
     a final judgment or decree by a court of competent jurisdiction and the
     expiration of time to appeal or the denial of the last right of appeal)
     that such indemnification may not be enforced in such case notwithstanding
     the fact that this Section 9 provides for indemnification in such case, or
     (ii) contribution under the Securities Act may be required on the part of
     any such selling Holder or any such controlling person in circumstances for
     which indemnification is provided under this Section 9; then, and in each
     such case, the Company and such Holder will contribute to the aggregate
     losses, claims, damages or liabilities to which they may be subject (after
     contribution from others) in such proportion so that such Holder is
     responsible for the portion represented by the percentage that the public
     offering price of its Restricted Stock offered by the registration
     statement bears to the public offering price of all securities offered by
     such registration statement, and the Company is responsible for the
     remaining portion; provided, however, that, in any such case, (A) no such
     Holder will be required to contribute any amount in excess of the public
     offering price of all such Restricted Stock offered by it pursuant to such
     registration statement; and (B) no person or entity guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) will be entitled to contribution from any person or entity who was not
     guilty of such fraudulent misrepresentation.

     10. Changes in Common Stock. If, and as often as, there is any change in
the Common Stock by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof so that the rights and privileges granted hereby shall
continue with respect to the Common Stock as so changed.

     11. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the Restricted Stock to the public without registration, the Company
agrees to:

<PAGE>


          (a) make and keep public information available, as those terms are
     understood and defined in Rule 144 under the Securities Act;

          (b) use its reasonable best efforts to file with the Commission in a
     timely manner all reports and other documents required of the Company under
     the Securities Act and the Exchange Act; and

          (c) furnish to each Holder of Restricted Stock forthwith upon request
     a written statement by the Company as to its compliance with the reporting
     requirements of such Rule 144 and of the Securities Act and the Exchange
     Act, a copy of the most recent annual or quarterly report of the Company,
     and such other reports and documents so filed by the Company as such Holder
     may reasonably request in availing itself of any rule or regulation of the
     Commission allowing such Holder to sell any Restricted Stock without
     registration.

     The Company shall not be required to effect a registration pursuant to
Section 4, 5 or 6 hereof for any Holder desiring to participate in such
registration who (a) may then dispose of all of its shares of Restricted Stock
pursuant to Rule 144 within the three-month period following such proposed
registration; and (b) holds less than 1% of the outstanding capital stock of the
Company (on a common stock-equivalent basis) at the time of such registration.

     12. Representations and Warranties of the Company. The Company represents
and warrants to the Investors as follows:

          (a) The execution, delivery and performance of this Agreement by the
     Company have been duly authorized by all requisite corporate action and
     will not violate any provision of law, any order of any court or other
     agency of government, the Charter or By-laws of the Company or any
     provision of any indenture, agreement or other instrument to which it or
     any or its properties or assets is bound, conflict with, result in a breach
     of or constitute (with due notice or lapse of time or both) a default under
     any such indenture, agreement or other instrument or result in the creation
     or imposition of any lien, charge or encumbrance of any nature whatsoever
     upon any of the properties or assets of the Company.

          (b) This Agreement has been duly executed and delivered by the Company
     and constitutes the legal, valid and binding obligation of the Company,
     enforceable in accordance with its terms (subject, as to enforcement of
     remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
     and similar laws affecting the rights of creditors generally), except to
     the extent the indemnification provisions herein may be deemed not
     enforceable.

          (c) The Company has not granted any registration rights, and no such
     registration rights exist, that conflict with the registrations rights set
     forth herein or contemplated hereby. All registration rights agreements
     relating to the capital stock of the Company permit, or have been amended
     to permit, the transactions and rights set forth herein and contemplated
     hereby.

<PAGE>


     13. Miscellaneous.

          (a) All covenants and agreements contained in this Agreement by or on
     behalf of any of the parties hereto shall bind and inure to the benefit of
     the respective successors and assigns of the parties hereto (including
     without limitation transferees of any of the shares of Restricted Stock),
     whether so expressed or not, provided, however, that registration rights
     conferred herein on the Holders of shares of Restricted Stock shall only
     inure to the benefit of a transferee of shares of Restricted Stock if such
     transferee, in the Company's reasonable judgment, is not a competitor of
     the Company, and (i) there is transferred to such transferee at least 20%
     of the total shares of Restricted Stock originally issued to the direct or
     indirect transferor of such transferee by the Company or (ii) such transfer
     is made in connection with the distribution by a Holder to such Holders
     beneficial owners (including, without limitation, to partners of a general
     or limited partnership, shareholders of a corporation, members of a limited
     liability company, and beneficiaries of a trust) of securities of the
     Holder or to the partners or employees of the Holder, provided that at the
     Company's request, one person shall be designated by such transferees as
     their agent for purposes of their rights hereunder and the provision of a
     notice by the Company to such agent in accordance with the provisions
     hereof shall be deemed compliance with such provisions for all such
     beneficial owners, partners and employees, and following such request by
     the Company, the Company shall have no obligation under said provisions
     with respect to such transferees until it shall have been notified of the
     name and address of such agent.

          (b) Each Holder agrees that it will provide notice to the Company of
     any transfer or assignment of its rights or interests hereunder. Any
     failure by the Company to fulfill a covenant or obligation hereunder which
     is the direct result of a failure by a Holder to provide such notice shall
     not be deemed to be a breach of any covenant or obligation hereunder.

     Nothing in this Agreement shall be construed to create any rights or
obligations except among the parties hereto and their respective and permitted
successors and assigns, and no person or entity shall be regarded as a
third-party beneficiary of this Agreement.

     Except as provided in Section 13(a) above, all notices, requests, consents
and other communications hereunder shall be in writing, shall be addressed to
the receiving party's address set forth below or to such other address as a
party may designate by notice hereunder, and shall be either (i) delivered by
hand, (ii) sent by overnight courier, with a receipt obtained or (iii) sent by
registered or certified mail, return receipt requested, postage prepaid.

         If to the Company:  Occupational Health + Rehabilitation Inc
                             175 Derby Street, Suite 36
                             Hingham, MA 02043-5048
                             Attn: Chief Executive Officer

         If to an Investor:  To such Investor at the address of such Investor
                             set forth in Schedule A attached hereto

<PAGE>


     All notices, requests, consents and other communications hereunder shall be
deemed to have been given (i) if by hand, at the time of the delivery thereof to
the receiving party at the address of such party set forth above, (ii) if sent
by overnight courier, on the next business day following the day such notice is
delivered to the courier service, or (iii) if sent by registered or certified
mail, on the 5th business day following the day such mailing is made.

          (c) This Agreement shall be governed and construed in accordance with
     the law of the Commonwealth of Massachusetts, without giving effect to the
     conflict of laws principles thereof.

          (d) This Agreement may be amended or modified, and any provision
     hereof may be waived in whole or in part, but only by the written consent
     of the Company and the holders of a majority of the aggregate number of
     outstanding shares of Restricted Stock held of record by the Holders or
     their permitted successors and assigns. This Agreement may be terminated by
     written agreement of the Company and the holders of at least a majority of
     the aggregate number of outstanding shares of Restricted Stock held of
     record by the Holders or their permitted successors and assigns.

          (e) This Agreement may be executed in two or more counterparts, each
     of which shall be deemed an original, but all of which together shall
     constitute one and the same instrument.

          (f) Except as otherwise expressly provided herein, the obligations of
     the Company to register shares of Restricted Stock under Section 4, 5 or 6
     as provided herein shall terminate on March 24, 2007.

          (g) If requested by the underwriter or underwriters for an
     underwritten public offering of securities of the Company which offering is
     by the Company, each Holder of Restricted Stock who is a party to this
     Agreement (including, without limitation, a successor or permitted assignee
     of a party) shall agree not to sell, make any short sale of, loan, grant
     any option for the purchase of, or otherwise dispose of any shares of
     Restricted Stock or any other shares of Common Stock (other than shares
     being registered in such offering), without the consent of such underwriter
     or underwriters, for a period of not more than 90 days following the
     effective date of the registration statement relating to such offering
     (unless in any event such underwriter or underwriters shall, based on then
     current market conditions, agree to a shorter period), provided, with
     respect to each such offering, that all persons entitled to registration
     rights in such offering who are not parties to this Agreement, all other
     persons selling shares of Common Stock in such offering and all executive
     officers of the Company shall also have agreed to be bound by provisions
     pertaining to the sale of their shares of Common Stock following such
     offering which provisions are substantially similar to the provisions
     binding upon the Holders of Restricted Stock obligated under this Agreement
     with respect to the sale of their shares following such offering.

          (h) The Company shall be permitted to require any Holders requesting
     registration under Section 4, 5 or 6 to delay any request for registration
     or to cease sales under

<PAGE>

     any effective registration statement if the Company is then contemplating a
     transaction that could reasonably be expected to be adversely affected or
     the Company would be required to make public disclosure of information, the
     disclosure of which at such time could reasonably be expected to cause a
     material adverse effect upon the Company's business.

     In addition, if at the time of any request to register Registrable Shares
pursuant to Section 4 or Section 6 hereof, the Company is engaged or has fixed
plans to engage within ninety (90) days of the time of the request in a
registered public offering as to which such Holders may nclude Registrable
Shares pursuant to Section 5 hereof, then the Company may at its option direct
that such request be delayed.

          (i) If any provision of this Agreement shall be held to be illegal,
     invalid or unenforceable, such illegality, invalidity or unenforceability
     shall attach only to such provision and shall not in any manner affect or
     render illegal, invalid or unenforceable any other provision of this
     Agreement, and this Agreement shall be carried out as if any such illegal,
     invalid or unenforceable provision were not contained herein.

     In the event that any court of competent jurisdiction shall determine that
any provision, or any portion thereof, contained in this Agreement shall be
unreasonable or unenforceable in any respect, then such provision shall be
deemed limited to the extent that such court deems it reasonable and
enforceable, and as so limited shall remain in full force and effect.

          (j) The headings and captions of the various subdivisions of this
     Agreement are for convenience of reference only and shall in no way modify,
     or affect the meaning or construction of any of the terms or provisions
     hereof.

     14. Entire Agreement.

     This Agreement embodies the entire agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes all
prior oral or written agreements and understandings related to the subject
matter hereof, including without limitation the Prior Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>


     IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated
Registration Rights Agreement as a sealed instrument as of the day and year
first written above.

THE COMPANY:                           INVESTORS:

OCCUPATIONAL HEALTH +                  CAHILL, WARNOCK STRATEGIC
 REHABILITATION INC                     PARTNERS FUND, L.P.

By: /s/ Keith G. Frey                  By:  Cahill, Warnock Strategic
    -------------------------------         Partners, L.P.
Title: Chief Financial Officer
       ----------------------------    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


                                       DOUBLE BLACK DIAMOND II, LLC

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


<PAGE>

                                       /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 A

                                    INVESTORS

Cahill, Warnock Strategic 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.
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
c/o Partech International
50 California Street
Suite 3200
San Francisco, CA 94111
Attn: Mr. Thomas G. McKinley

Pantheon Global PCC Limited
Pantheon Ventures, Inc.
Transamerica Center
600 Montgomery Street
23rd Floor
San Francisco, CA  94111
Attn: Jay Pierrepont

<PAGE>

Double Black Diamond II, LLC
c/o Partech International
50 California Street
Suite 3200
San Francisco, CA 94111
Attn:  Mr. Thomas G. McKinley

Vincent Worms
50 California Street
Suite 3200
San Francisco, CA 94111

Asset Management Associates, 1989, L.P.
Alloy Ventures
480 Cowper Street, 2nd Floor
Palo Alto, CA  94301
Attn:  Mr. Craig C. Taylor

Venrock Associates
Room 5508, 30 Rockefeller Plaza
New York, NY  10112
Attn:  Mr. Anthony Evnin

Venrock Associates II, L.P.
Room 5508, 30 Rockefeller Plaza
New York, NY  10112
Attn:  Mr. Anthony Evnin

The Venture Capital Fund of New England, III, L.P.
30 Washington Street
Wellesley Hills, MA  02481-1905
Attn:  Mr. Kevin J. Dougherty

BancBoston Ventures, Inc.
BancBoston Capital
Mail Stop:  MA DE 10210A
175 Federal Street, 10th Floor
Boston, MA  02110
Attn:  Mr. John B. McCormick