EXHIBIT 10.2

                       License Agreement

     This  License Agreement, dated as of January 1, 2003, is  by
and between Baptist Health System ("Baptist"), a Texas non-profit
corporation, and VHS San Antonio Partners, L.P. (the  "Company"),
a Delaware limited partnership.

      Whereas, Baptist, the Baptist Health System Foundation, the
Company  and  Vanguard  Health  Systems,  Inc.  ("Vanguard")  are
parties  to a Purchase and Sale Agreement dated as of October  8,
2002 (the "Purchase Agreement"), pursuant to which Baptist agreed
to  transfer  to the Company substantially all of the  assets  of
Seller used in the conduct of the hospitals owned by Baptist  and
located in and around San Antonio, Texas (the "Hospitals"); and

     Whereas, Baptist and Vanguard Health Financial Company, Inc.
("VHFC")   are   parties  to  an  Agreement  (the   "Shareholders
Agreement")  dated of even date herewith between the Shareholders
of VHS Acquisition Subsidiary Number 5, Inc., the general partner
of  the Company (the "General Partner"), pursuant to which, among
other  things, the parties set forth certain agreements regarding
the  organization  and  capitalization  of  and  the  conduct  of
business  by  the  General Partner, as  general  partner  of  the
Company; and

     Whereas,  Baptist has retained all right, title and interest
in  and  to  the name "Baptist" (the "Name") and any  derivatives
including the Name used in the operation of the Hospitals; and

     Whereas, the Company desires to continue using the  Name  in
connection  with  its operation of the Hospitals  and  the  other
healthcare businesses developed or acquired by the Company in and
around  the  San  Antonio metropolitan  area  on  the  terms  and
conditions hereinafter set forth.

     Now, Therefore, in consideration of the foregoing and of the
mutual  promises  hereinafter set forth,  the  parties  agree  as
follows:

     1.    Grant  of  License.  On the terms and subject  to  the
conditions  of  this Agreement, Baptist grants to the  Company  a
perpetual,  exclusive  right  and license  to  use  the  Name  in
connection  with  the conduct of the Company's  business  in  and
around San Antonio, Texas.

     2.    Royalty.  Concurrently with the execution  hereof  the
Company shall pay to Baptist as a non-refundable royalty the  sum
of  $10.00, the receipt and adequacy of which are acknowledged by
Baptist.   Such  sum shall be deemed fully earned when  paid  and
shall  not  be  subject to any offset or credit of  any  kind  or
nature.

     3.   Ownership of Name.  The Company acknowledges that there
is  substantial value to the goodwill associated with  the  Name,
that  the  Name  and  that nothing in this  Agreement  gives  the
Company  any right, title or interest in the Name other than  the
right to use the Name in accordance with this Agreement.

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     4.    Future  Uses.   The Company shall  use  the  Name  in
connection  with  the  acquisition  or  development  of   another
hospital  or  other healthcare facility in Bexar  County,  Texas,
subject to the provisions of the Shareholders Agreement.

      5.    Marketing Activities.   Except as expressly  provided
under  this Agreement, and provided that all uses of the Name  in
advertising  and marketing are in accordance with the  terms  and
conditions  of  this Agreement, the Company shall have  the  full
right,  power  and  authority  to expend  any  advertising  funds
desired  to be expended by the Company in any media, and  in  any
form  that  it  wishes,  and  Baptist  shall  have  no  right  or
obligation to direct such expenditures in any manner whatsoever.

     6.    Protection  Against Infringement.  The  Company  shall
assist  Baptist  to  the  extent  reasonably  necessary  in   the
procurement of any protection of, or to protect any of  Baptist's
rights  in  and to, the Name.  The Company shall promptly  notify
Baptist of any infringements or imitations by others of the Name,
or  of the use of any trade name or trademark that is the same as
or  similar to those covered by this Agreement that come  to  the
Company's attention.  The Company shall not institute any suit or
take  any  action  on  account  of  any  such  infringements   or
imitations and as between Baptist and the Company, Baptist  shall
be  solely responsible for defending and protecting the Name  and
prosecuting infringements thereof.

     7.    Reservation  of  Rights.  Nothing  contained  in  this
Agreement  shall be construed as a consignment or  grant  to  the
Company  of  any right, title or interest in or to the  Name,  it
being understood that all rights relating thereto are reserved by
Baptist  excepting only the right and license granted  herein  to
use  the  Name as specifically provided in this Agreement.   Upon
the termination of this Agreement, the Company will be deemed  to
have  assigned, transferred and conveyed to Baptist  any  rights,
equities, goodwill and other rights in and to the Name which  may
have been obtained by the Company or which may have vested in the
Company  in pursuance of any endeavors covered hereby,  and  that
the Company will execute any instruments requested by Baptist  to
accomplish  or  confirm  the  foregoing.   Any  such  assignment,
transfer or conveyance shall be without other consideration other
than the mutual covenants and consideration of this Agreement.

     8.   Term and Termination.

     (a)   This Agreement shall continue in force and effect from
the  date  hereof and shall automatically terminate (i) upon  the
Company's   bankruptcy  or  insolvency,  whether   voluntary   or
involuntary,  or  (ii) upon the appointment of  any  receiver  or
trustee to take possession of the properties of the Company.

     (b)   Baptist may terminate this Agreement immediately  upon
notice  to  the  Company if the Company, Vanguard,  VHFC  or  any
successor thereto, breaches in a material respect any obligations
of  such  entity under this Agreement, the Purchase Agreement  or
the  Shareholders Agreement, which breach has not been  cured  by
such  entity  responsible for such breach within  30  days  after
Baptist  gives written notice thereof to the Company or, in  case
the  breach  is not capable of being cured within  30  days,  the
person  responsible for such breach commences the cure within  30
days and diligently prosecutes such cure to completion.

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     (c)   In  addition,  Baptist  may terminate  this  Agreement
immediately upon notice to the Company if any event, activity  or
circumstance  occurs relating to the Company's operation  of  the
Hospitals,  or  relating  to the operation  by  any  person  that
directly or indirectly controls or is controlled by, or is  under
common control with, the Company ("Company Affiliate") of any  of
such  Company  Affiliate's businesses, which event,  activity  or
circumstance   Baptist  reasonably  determines   is   likely   to
compromise the integrity or the ongoing business or reputation of
Baptist  and  which  has not been cured by  the  Company  or  the
applicable  Company Affiliate within 30 days after Baptist  gives
written notice thereof to the Company.

     (d)  Upon the termination of this Agreement pursuant to this
Section  8, the Company shall immediately discontinue the further
use  of  the  Name and shall not thereafter use the Name  in  any
manner or for any purpose, directly or indirectly, provided  that
the  Company may continue to use letterhead, business  cards  and
other   supplies  and  disposables  existing  at  the   time   of
termination for a period not to exceed 90 days.

     9.    Indemnification  by the Company.   The  Company  shall
defend, indemnify and hold harmless Baptist from and against  any
and all suits, actions, claims, judgments, debts, obligations  or
rights  of  action, of any nature or description, and  all  costs
(including  attorneys'  fees) incurred by Baptist  in  connection
therewith, arising out of or relating to the Company's use of the
Name  in  the  conduct of its business, whether such  use  is  in
compliance with or in violation of this Agreement.  Baptist shall
notify  the  Company of any such suit, action,  claim,  judgment,
debt,  obligation  or  right of action, promptly  upon  receiving
notice  or  being informed of the existence thereof.   Upon  such
notice  from  Baptist, the Company shall, at its  sole  cost  and
expense, promptly take such action as may be necessary to protect
and  defend  Baptist against such suit, action, claim,  judgment,
debt,  obligation or right of action.  Subject to  the  Company's
compliance with its obligations hereunder, Baptist shall not have
any  power  or authority to settle or compromise any  such  suit,
action, claim, judgment, debt, obligation or right of action, and
Baptist shall cooperate reasonably with the Company in connection
with  the  defense thereof.    Baptist shall have  the  right  to
employ   separate  counsel  and  participate  in   the   defense,
settlement or compromise of any claim or action at its  own  cost
and expense.

     10.   Indemnification  by Baptist.   Baptist  shall  defend,
indemnify and hold harmless the Company from and against any  and
all  suits,  actions,  claims, judgments, debts,  obligations  or
rights  of  action, of any nature or description, and  all  costs
(including attorneys' fees) incurred by the Company in connection
therewith,  alleging that the use of the Name by the  Company  in
accordance  with this Agreement infringes any trademark,  service
mark, copyright or similar proprietary right of any other person.
The Company shall notify Baptist of any such suit, action, claim,
judgment,  debt,  obligation or right of  action,  promptly  upon
receiving  notice  or  being informed of the  existence  thereof.
Upon  such  notice from the Company, Baptist shall, at  its  sole
cost  and  expense, promptly take such action as may be necessary
to  protect  and  defend the Company against such  suit,  action,
claim, judgment, debt, obligation or right of action.  Subject to
Baptist's compliance with its obligations hereunder, the  Company
shall have no power or authority to settle or compromise any such
suit,  action,  claim,  judgment, debt, obligation  or  right  of
action,  and  the Company shall cooperate fully with  Baptist  in
connection with the defense thereof.  The Company shall have  the

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right  to employ separate counsel and participate in the defense,
settlement or compromise of any claim or action at its  own  cost
and expense.

     11.   Rights of Baptist.  The termination of this  Agreement
shall  be  without  prejudice to any other rights  or  claims  of
Baptist against the Company, or any other remedy available to  it
and  such  termination  shall not relieve  either  party  of  its
obligations  to the other existing at the time of termination  or
terminate  those  obligations of either  party  which,  by  their
nature,  survive  the  termination of  this  Agreement.   Without
limiting  of  the foregoing, Sections 9 and 10 shall survive  the
termination of this Agreement.

     12.   Access to Books and Records.  Upon the written request
of  the Secretary of Health and Human Services or the Comptroller
General  or any of their duly authorized representatives, Baptist
and any of its affiliates providing services with a value or cost
of $10,000 or more over a 12-month period shall make available to
the Secretary the contract, books, documents and records that are
necessary  to  verify  the  nature and  extent  of  the  cost  of
providing  such services.  Such inspection shall be available  up
to  four years after the rendering of such services.  The parties
agree that any applicable attorney-client, accountant-client,  or
other  legal  privilege shall not be deemed waived by  virtue  of
this Agreement.

      13.   Entire  Agreement.   This  Agreement  supersedes  and
terminates all prior agreements between the parties with  respect
to  the  subject  matter  contained herein,  and  this  Agreement
embodies the entire understanding between the parties relating to
such   subject  matter,  and  any  and  all  prior  negotiations,
commitments,  correspondence,  conversations  and  memoranda  are
merged  herein and shall be without effect hereon.  No  promises,
covenants  or  representations of  any  kind,  other  than  those
expressly stated herein, have been made to induce either party to
enter  into  this  Agreement.   This  Agreement,  including  this
provision  against oral modification, shall not  be  modified  or
terminated except in a writing duly signed by each of the parties
hereto, and no waiver of any provision of this Agreement shall be
effective unless in a writing duly signed by the party sought  to
be bound.

     14.   No  Assignment.  Neither party may assign any  of  its
rights  or obligations under this Agreement, whether by contract,
operation of law or otherwise, without the prior written  consent
of  the other party, except that (i) the Company may assign  this
Agreement,  in whole or in part, to any person that acquires  one
or  more  of the Hospitals or other Company businesses that  uses
the  Name,  provided such person assumes the obligations  of  the
Company  hereunder  with  respect to  the  use  of  the  Name  in
connection  with  the  acquired Hospital  or  other  business  by
execution of a substantially similar License Agreement, and  (ii)
Baptist  may  assign  this Agreement, in whole  or  in  part,  to
Baptist Health System Foundation, a Texas non-profit corporation,
to  any  person  that  acquires or has  conveyed  to  it  all  or
substantially all of the membership interests of Baptist, and  to
any   person  that  acquires  or  has  conveyed  to  it  all   or
substantially  all  of  the  assets and  properties  of  Baptist,
including,  without  limitation, by merger, consolidation,  sale,
grant or other conveyance, and for purposes of applying the  "all
or substantially all" standard to any such asset conveyance, less
any  untransferred  assets retained as  reasonable  reserves  for
contingent or other unsatisfied Baptist liabilities.

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      15.  Notice.  Any notice, demand or communication required,
permitted  or  desired  to  be given hereunder  shall  be  deemed
effectively given if given in writing (i) on the date tendered by
personal  delivery;  (ii) on the date tendered  for  delivery  by
nationally  recognized overnight courier, or (iii)  on  the  date
tendered for delivery by United States mail, with postage prepaid
thereon,  certified or registered mail, return receipt requested,
in any event addressed as follows:

     If to the Company:       c/o Vanguard Health Systems, Inc.
                              20 Burton Hills Boulevard, Suite 100
                              Nashville, Tennessee 37215
                              Attn:  General Counsel
                              Facsimile:  (615) 665-6197

     If to Baptist:           Baptist Health System
                              615 Soledad, Suite 315
                              San Antonio, Texas 78205
                              Attention: John D. Box, Esq.
                              Facsimile: (210) 297-0081

or  to such other address or number, and to the attention of such
other  Person, as any Party may designate at any time in  writing
in conformity with this Section.

     16.  Miscellaneous.  Section headings are for convenience of
reference  only and shall not be used to construe the meaning  of
any  provision of this Agreement.  No provision of this Agreement
shall  be  interpreted for or against either party on  the  basis
that such party was the draftsman of such provision, both parties
having  participated  equally  in  the  drafting  letter.    This
Agreement may be executed in any number of counterparts, each  of
which  shall  be  an  original and all of  which  shall  together
constitute  one agreement.  Should any part of this Agreement  be
invalid  or  unenforceable, such invalidity  or  unenforceability
shall not affect the validity and enforceability of the remaining
portions.   No waiver by either party of any breach or series  of
breaches  or defaults in performance by the other party,  and  no
failure,  refusal  or  neglect to exercise any  right,  power  or
option  given to either party hereunder or to insist upon  strict
compliance  with  or  performance of the obligations  under  this
Agreement,  shall constitute a waiver of the provisions  of  this
Agreement  with  respect to any subsequent breach  thereof  or  a
waiver  by  such  party of its right at any  time  thereafter  to
require  exact and strict compliance with the provisions thereof.
This Agreement shall be interpreted according to the laws of  the
State  of  Texas,  without  regard  to  its  conflicts  of   laws
provisions.

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     In  Witness  Whereof, the parties hereto  have  caused  this
Agreement  to  be  executed as of the day and  year  first  above
written.

Baptist Health System              VHS San Antonio Partners, L.P.

                              By:  VHS Acquisition Subsidiary
                                   Number 5, Inc.,
				   General Partner

By:  /s/ Earl G. Cutler            By:  /s/ Keith B. Pitts
------------------------------     ------------------------------
Title:                             Title: Executive Vice President

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