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                                                                    EXHIBIT 10.2

                       FIFTH AMENDMENT TO CREDIT AGREEMENT

         ENTERED into by and between CHILDREN'S COMPREHENSIVE SERVICES, INC., a
Tennessee corporation (the "Borrower"), SUNTRUST BANK, successor-in-interest to
SunTrust Bank, Nashville, N.A., in its capacity as agent for Lenders ("Agent"),
SUNTRUST BANK, successor-in-interest to SunTrust Bank, Nashville, N.A. ("STB"),
and AMSOUTH BANK, successor-in-interest to First American National Bank
("AMSOUTH") (STB and AMSOUTH shall be referred to herein as "Lenders"), as of
this 21st day of April, 2000.

                                    RECITALS

         1.       The Borrower, the Lenders, and the Agent entered into a Credit
Agreement dated as of December 1, 1998, as amended by a First Amendment to
Credit Agreement dated as of December 31, 1998, a Second Amendment to Credit
Agreement dated as of April 20, 1999, a Third Amendment to Credit Agreement
dated as of September 27, 1999, and Fourth Amendment to Credit Agreement dated
as of January 15, 2000 (herein collectively the "Credit Agreement").

         2.       The Borrower, the Lenders, and the Agent desire to amend the
Credit Agreement as set forth herein.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:

         1.       The definition of "Acquisition" as used in Section 1.1 of the
Credit Agreement shall be amended and restated as follows:

                  "Acquisition" shall mean the acquisition by any Consolidated
         Company of any of the following: (a) the controlling interest in any
         Person, (b) a Consolidated Company, or (c) substantially all of the
         Property of any Person, or (d) assets or Property of any Person in
         which the consideration paid or exchanged exceeds $2,000,000.

         2.       The definition of "Applicable Margin" as used in Section 1.1
of the Credit Agreement shall be amended and restated as follows:

                  Applicable Margin" shall mean the number of basis points per
         annum determined in accordance with the table set forth below based on
         the fiscal quarter-end ratio of Borrower's Funded Debt to EBITDA:

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<TABLE>
<CAPTION>
                                  TIER I                   TIER II                   TIER III                   TIER IV
                                  ------                   -------                   --------                   -------
<S>                          <C>                      <C>                        <C>                        <C>
Ratio of Funded                 < 1.5 to 1.0            >=1.5 to 1.0 and         >=2.00 to 1.0 and           >=2.5 to 1.0
Debt to EBITDA                                           < 2.00 to 1.0              < 2.5 to 1.0

Applicable                   30 basis points;         30 basis points             50 basis points           50 basis points
Margin for                       per annum                 per annum                  per annum                 per annum
Facility Fee

Applicable                   125 basis points         167.5 basis points          200 basis points          250 basis points
Margin for                       per annum                 per annum                  per annum                 per annum
Eurodollar
Advances

Applicable                    25 basis points          67.5 basis points          100 basis points          150 basis points
Margin for Base                  per annum                 per annum                  per annum                 per annum
Rate Advances
</TABLE>


         3.       The definition of "Consolidated EBITDA" as used in Section
1.1 of the Credit Agreement shall be amended and restated as follows:

                  "Consolidated EBITDA" shall mean for any fiscal period of
         Borrower, an amount equal to the sum of (A) Consolidated EBIT, plus (B)
         depreciation and amortization expenses to the extent deducted in
         determining such Consolidated EBIT as determined on a consolidated
         basis in accordance with GAAP, plus (C) for the fiscal quarter ending
         March 31, 2000 only an amount equal to the Borrower's write-down of
         uncollectible receivables related to Helicon, Inc. and the costs
         associated with a loan guarantee of Borrower related to Helicon, Inc.,
         not to exceed in the aggregate $2,368,000 plus (D) the historical
         consolidated EBITDA of any Person adjusted for known and detailed
         expense cuts acceptable to Agent for such period which accrued prior to
         the date such Person became a Consolidated Company or was merged into
         and consolidated with the Borrower or any other Consolidated Company or
         such Person's assets were acquired by the Borrower or any other
         Consolidated Company (and the underlying records of such Person shall
         be audited to the extent the Borrower is required pursuant to
         Regulation S-X of the SEC to present audited financial information for
         such Person in documents filed by it with the SEC). If audited
         financial records are not available for acquired companies, pro-forma
         financial statements (subject to review and acceptance by the Agent)
         will be substituted.

         4.       Section 7.1(a) of the Credit Agreement is amended and
restated as follows:

                  (a)      Funded Debt to EBITDA. Suffer or permit, as of the
         last day of any fiscal quarter, the ratio of (A) Consolidated Funded
         Debt to (B) the sum of (i) Consolidated EBITDA minus (ii) dividends
         paid, to exceed 3.0 to 1.0, as calculated for the most recently
         concluded fiscal quarter and the immediately three (3) preceding fiscal
         quarters.


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         5.       Section 7.1(b) of the Credit Agreement is amended and restated
as follows:

                  (b)      Fixed Charge Coverage Ratio. (i) From the date hereof
         through the fiscal quarter ending December 31, 2001 and as calculated
         for the most recently concluded fiscal quarter and the immediately
         three (3) preceding fiscal quarters, suffer or permit, the ratio of (A)
         the sum of (1) Consolidated EBIT, plus, (2) for the fiscal quarter
         ending March 31, 2000 only an amount equal to the Borrower's write-down
         of uncollectible receivables related to Helicon, Inc. and costs
         associated with a loan guarantee of Borrower related to Helicon, Inc.,
         not to exceed in the aggregate $2,368,000, plus (3) Consolidated Rental
         Expense, minus (4) dividends paid, to (B) the sum of (1) Consolidated
         Interest Expense, plus (2) Consolidated Rental Expense, plus (3)
         principal payments paid on the Term Loans to be less than 2.5 to 1.0,
         and (ii) commencing with the fiscal quarter ending March 31, 2002 and
         throughout the term of this Agreement, as calculated for the most
         recently concluded fiscal quarter and the immediately three (3)
         preceding fiscal quarters, suffer or permit, as of the last day of any
         fiscal quarter, the ratio of (A) the sum of: (1) Consolidated EBIT,
         plus (2) Consolidated Rental Expense, minus (3) dividends paid to (B)
         the sum of (1) Consolidated Interest Expense, plus (2) Consolidated
         Rental Expense, plus (3) principal payments paid on Term Loans to be
         less than 2.0 to 1.0.

         6.       Section 7.1(c) of the Credit Agreement is amended and
restated as follows:

                  (c)      Consolidated Funded Debt to Total Capitalization
         Ratio.  Permit, as of last day of any fiscal quarter, the ratio of
         Consolidated Funded Debt to Total Capitalization to be greater than .45
         to 1.0.

         7.       Section 7.8(g) of the Credit Agreement shall be deleted.

         8.       Section 7.12 of the Credit Agreement shall be amended and
restated as follows:

         SECTION 7.12 ACQUISITIONS.

                  (a)      Without the prior written consent of the Required
         Lenders, the Borrower will not, and will not permit any Consolidated
         Company, to make, Acquisitions where the total aggregate consideration
         paid in such Acquisitions exceeds during any four (4) consecutive
         fiscal quarters an amount equal to $10,000,000. For the purpose hereof,
         the consideration paid shall include the sum of: (A) all cash paid
         and/or Debt assumed, plus (B) the principal amount of any promissory
         notes given, plus (C) the value of any stock given, and (D) the value
         of any other Property given or transferred in respect of such
         Acquisition. Provided further that for the purpose of this provision,
         Borrower's Acquisition in Mecklenberg County, North Carolina to be
         completed prior to July 31, 2000 shall be excluded.

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                  (b)      The Borrower will not, and will not permit any
         Consolidated Company, to make Acquisitions where the consideration paid
         to the seller is in excess of $5,000,000, provided that this provision
         may be waived by the Required Lenders at the request of Borrower and in
         the sole discretion of Required Lenders, and provided that in
         connection with any request by the Borrower that the Required Lenders
         waive this provision, the Borrower provides to the Agent and the
         Lenders an information package to include, but not be limited to,
         historical financial statements on the Person being acquired showing
         the impact of the acquisition on the Borrower's historical operating
         performance and existing balance sheet, projections detailing the
         expected performance of the Consolidated Companies going forward, a
         detailed listing of the assets being purchased in the transaction, a
         certificate executed by Borrower's chief financial officer showing the
         effect on a pro forma basis of any Acquisition on the financial
         covenants set forth in Section 7.1. herein, any other information
         requested by Agent, and a statement that the proposed acquisition will
         not create a Default or Event of Default. For the purpose hereof, the
         consideration paid shall include the sum of: (A) all cash paid and/or
         Debt assumed, plus (B) the principal amount of any promissory notes
         given, plus (C) the value of any stock given, and (D) the value of any
         other Property given or transferred in respect of such Acquisition.
         For the purposes of this provision, Borrower's Acquisition in
         Mecklenberg County, North Carolina to be completed prior to July 31,
         2000 shall be excluded.

         9.       The Credit Agreement shall be amended to include new Section
7.16 to read as follows:

                  7.16 TREASURY STOCK.

                  Neither the Borrower nor any of its Subsidiaries shall
         purchase shares of its own stock or the stock of any Subsidiary.

         10.      The Credit Agreement is not amended in any other respect.

         11.      The Borrower reaffirms its obligations as set forth in the
Credit Agreement, as amended hereby, and the Borrower agrees that its
obligations thereunder are valid and binding, enforceable in accordance with its
terms, subject to no defense, counterclaim, or objection.

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         ENTERED INTO as of the date first above written.

                                    BORROWER:

                                    CHILDREN'S COMPREHENSIVE
                                    SERVICES, INC.


                                    By: /s/ Donald B. Whitfield
                                        ----------------------------------------

                                    Title:  VP-Finance/CEO
                                            ------------------------------------

                                    AGENT:

                                    SUNTRUST BANK, Agent

                                    By: /s/ Stephen C. Baird
                                        ----------------------------------------

                                    Title:   Corporate Banking Officer
                                            ------------------------------------


                                    LENDERS:

                                    SUNTRUST BANK

                                    By: /s/ Stephen C. Baird
                                        ----------------------------------------

                                    Title:  Corporate Banking Officer
                                            ------------------------------------

                                    AMSOUTH BANK, successor-in-interest to
                                    FIRST AMERICAN NATIONAL BANK

                                    By: /s/ Allison H. Jones
                                        ----------------------------------------

                                    Title:   Senior Vice President
                                            ------------------------------------


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