EXHIBIT 10.2


                                   EXHIBIT A

                             REVOLVING CREDIT NOTE

$_____________________                                     Nashville, Tennessee
                                                                 May ____, 2002


         FOR VALUE RECEIVED, the undersigned, AMERICAN HEALTHWAYS, INC., a
Delaware corporation (the "BORROWER"), hereby promises to pay to
__________________________ (the "LENDER") or its registered assigns, at the
office of _______________________ ("___________________") at ________________ ,
on the Commitment Termination Date (as defined in the Revolving Credit
Agreement dated as of May ________, 2002, (as the same may be amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),
among the Borrower, the lenders from time to time party thereto and SunTrust
Bank, as administrative agent for the lenders, the lesser of (i) the principal
sum of _____________________________ and 00/100 ($___________) or (ii) the
aggregate unpaid principal amount of all Revolving Loans made by the Lender to
the Borrower pursuant to the Credit Agreement, in lawful money of the United
States of America in immediately available funds, and to pay interest from the
date hereof on the principal amount thereof from time to time outstanding, in
like funds, at said office, at the rate or rates per annum and payable on such
dates as provided in the Credit Agreement. In addition, should legal action or
an attorney-at-law be utilized to collect any amount due hereunder, the
Borrower further promises to pay all costs of collection, including the
reasonable attorneys' fees of the Lender.

         The Borrower promises to pay interest, on demand, on any overdue
principal and, to the extent permitted by law, overdue interest from their due
dates at a rate or rates provided in the Credit Agreement.

         In no event (i) shall Advances be made hereunder in excess of the
Borrowing Base, nor (ii) shall amounts outstanding hereunder be permitted to
exceed the Borrowing Base.

         All borrowings evidenced by this Revolving Credit Note and all
payments and prepayments of the principal hereof and the date thereof shall be
endorsed by the holder hereof on the schedule attached hereto and made a part
hereof or on a continuation thereof which shall be attached hereto and made a
part hereof, or otherwise recorded by such holder in its internal records;
provided that the failure of the holder hereof to make such a notation or any
error in such notation shall not affect the obligations of the Borrower to make
the payments of principal and interest in accordance with the terms of this
Revolving Credit Note and the Credit Agreement.

         Anything in this Note or in any of the other Loan Documents to the
contrary notwithstanding, in no event whatsoever, whether by reason of
advancement of proceeds hereunder, acceleration of the maturity of the unpaid
balance hereunder or otherwise, shall the





interest and loan charges agreed to be paid to any Lender for the use of the
money advanced or to be advanced hereunder exceed the maximum amounts
collectible under applicable laws in effect from time to time. It is understood
and agreed by the parties that, if for any reason whatsoever the interest or
loan charges paid or contracted to be paid by Borrower in respect of this Note
shall exceed the maximum amounts collectible under applicable laws in effect
from time to time, then ipso facto, the obligation to pay such interest and/or
loan charges shall be reduced to the maximum amounts collectible under
applicable laws in effect from time to time, and any amounts collected by the
Lender that exceed such maximum amounts shall be applied to the reduction of
the principal balance hereunder and/or refunded to Borrower so that at no time
shall the interest or loan charges paid or payable in respect of the
indebtedness evidenced herein exceed the maximum amounts permitted from time to
time by applicable law.

         This Revolving Credit Note is issued in connection with, and is
entitled to the benefits of, the Credit Agreement which, among other things,
contains provisions for the acceleration of the maturity hereof upon the
happening of certain events, for prepayment of the principal hereof prior to
the maturity hereof and for the amendment or waiver of certain provisions of
the Credit Agreement, all upon the terms and conditions therein specified. THIS
REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF TENNESSEE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.


                                    AMERICAN HEALTHWAYS, INC.


                                    By:
                                       ----------------------------------------
                                           Name:
                                           Title:

                                                     [SEAL]





                               LOANS AND PAYMENTS




                                                                   Unpaid Principal          Name of Person
                      Amount and                 Payments of          Balance of                 Making
Date                 Type of Loan                 Principal              Note                   Notation