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                                                                    Exhibit 10.2


THIS NOTE IS EXECUTED AND DELIVERED IN CONJUNCTION WITH A CERTAIN FIRST
AMENDMENT TO CREDIT AGREEMENT OF EVEN DATE, IS THE SO-CALLED "SOVEREIGN
REPLACEMENT PROMISSORY NOTE" REFERENCED IN THE FIRST AMENDMENT, AND AMENDS AND
RESTATES IN ITS ENTIRETY THAT CERTAIN REVOLVING CREDIT NOTE DATED MARCH 30, 2000
IN THE MAXIMUM PRINCIPAL AMOUNT OF $25,000,000.00 MADE BY THE BORROWER PAYABLE
TO FLEET NATIONAL BANK, BUT DOES NOT EVIDENCE SATISFACTION OF SAME. THIS NOTE IS
ENTITLED TO THE BENEFIT OF THE CREDIT AGREEMENT AND ALL OF THE LOAN DOCUMENTS,
AS REFERENCED IN THE AFORESAID FIRST AMENDMENT.

SOVEREIGN BANK                        AMENDED AND RESTATED REVOLVING CREDIT NOTE
--------------------------------------------------------------------------------
$25,000,000.00                                             June __, 2002

                                                           Boston, Massachusetts





                                                           Boston, Massachusetts

     FOR VALUE RECEIVED, the undersigned, Bright Horizons Family Solutions,
Inc., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the
order of Sovereign Bank, a federal savings bank (the "Lender") the principal sum
of TWENTY FIVE MILLION DOLLARS ($25,000,000.00) (or, if less, the aggregate
unpaid principal amount of all Advances made by the Lender to the Borrower
pursuant to the Credit Agreement as hereinafter defined), together with interest
on the unpaid principal from time to time outstanding at the rate or rates and
computed and payable at the times as described in the Credit Agreement. The
principal amount of this note shall be paid in accordance with the terms and
conditions of the Credit Agreement and the entire balance of outstanding
principal and accrued and unpaid interest shall be paid in full on June 30,
2008.

     This note represents indebtedness for one or more Advances made by the
Lender to the Borrower under the Credit Agreement dated as of March 30, 2000 (as
the same may be amended, modified or supplemented from time to time, the "Credit
Agreement") by and among the Borrower, the Lenders from time to time parties
thereto, and Sovereign Bank as successor-in-interest to Fleet National Bank, as
Agent for the Lenders (the "Agent"). Capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Credit Agreement.

     The Borrower shall have the right, at any time, to voluntarily prepay all
or any part of the outstanding principal amount of this note subject to the
provisions of the Credit Agreement.

     In addition to the payment of interest as provided above, the Borrower
shall, on demand, pay interest on any overdue installments of principal and, to
the extent permitted by applicable law, on overdue installments of interest at
the rate set forth in the Credit Agreement.

     If any payment of principal or interest due hereunder is not made within
ten (10) days of its due date, the Borrower will pay to the Agent for the
account of the Lender, on demand, a late payment charge equal to the amount set
forth in the Credit Agreement.

     The holder of this note is entitled to all the benefits and rights of a
Lender under the Credit Agreement to which reference is hereby made for a
statement of the terms and conditions under which the entire unpaid balance of
this note, or any portion hereof, shall become immediately due and payable.
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     The Borrower hereby waives presentment, demand, notice, protest and other
demands and notices in connection with the delivery, acceptance or enforcement
of this note.

     No delay or omission on the part of the holder of this note in exercising
any right hereunder shall operate as a waiver of such right or of any other
right under this note, and a waiver, delay or omission on any one occasion shall
not be construed as a bar to or waiver of any such right on any future occasion.

     The Borrower hereby agrees to pay on demand all reasonable costs and
expenses, including, without limitation, reasonable attorneys' fees and legal
expenses, incurred or paid by the Agent or the holder of this note in enforcing
this note on default.

     All agreements between the Borrower and the Lender are hereby expressly
limited so that in no contingency or event whatsoever, whether by reason of
acceleration of maturity of the indebtedness evidenced hereby or otherwise,
shall the amount paid or agreed to be paid to the Lender for the use or the
forbearance of the indebtedness evidenced hereby exceed the maximum permissible
under applicable law. As used herein, the term "applicable law" shall mean the
law in effect as of the date hereof; provided, however, that in the event there
is a change in the law which results in a higher permissible rate of interest,
then this note shall be governed by such new law as of its effective date. In
this regard, it is expressly agreed that it is the intent of the Borrower and
the Lender in the execution, delivery and acceptance of this note to contract in
strict compliance with the laws of the Commonwealth of Massachusetts from time
to time in effect. If, under or from any circumstances whatsoever, fulfillment
of any provision hereof at the time of performance of such provision shall be
due, shall involve transcending the limit of such validity prescribed by
applicable law, then the obligation to be fulfilled shall automatically be
reduced to the limits of such validity, and if under or from circumstances
whatsoever the Lender should ever receive as interest an amount which would
exceed the amount collectible at the highest lawful rate, such amount which
would be excessive interest shall be applied to the reduction of the principal
balance evidenced hereby and not to the payment of interest. This provision
shall control every other provision of all agreements between the Borrower and
the Lender.

     EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE BORROWER HEREBY
WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT
OF ANY DISPUTE IN CONNECTION WITH THE CREDIT AGREEMENT, THIS NOTE OR ANY OF THE
OTHER LENDER AGREEMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR
THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY
PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT, OR ATTORNEY OF ANY LENDER OR THE AGENT HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH LENDER OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (B) ACKNOWLEDGES THAT THE AGENT AND
THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS NOTE, THE CREDIT AGREEMENT AND
THE OTHER LENDER AGREEMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS,
THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.


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     This note shall be deemed to be under seal, and all rights and obligations
hereunder shall be governed by the laws of The Commonwealth of Massachusetts
(without giving effect to any conflicts of law provisions contained therein).

Witness:                             Bright Horizons Family Solutions, Inc.

______________________               By:________________________________________
                                                                        Name:
                                            Title:


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