FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


          THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
("THIS AMENDMENT") is made and entered into effective as of June 15, 1998
(the "EFFECTIVE DATE") by and among PARACELSUS HEALTHCARE CORPORATION, a
California corporation (the "Borrower"), PARIBAS, a bank organized and
existing under the laws of the Republic of France (f/k/a Banque Paribas;
"PARIBAS"), TORONTO DOMINION (TEXAS), INC., a Delaware corporation ("TD")
and BANK OF MONTREAL, a Canadian chartered bank ("BMO" and collectively
with Paribas and TD, the "LENDERS").

                    W I T N E S S E T H:

          WHEREAS, the Borrower, Paribas, as lead agent for the Lenders (in
such capacity, together with its successors in such capacity, the "AGENT")
and as the Issuing Bank, TD, as documentation agent for the Lenders (in
such capacity, the "DOCUMENTATION AGENT") and BMO, as administrative agent
for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), are parties
to that certain Amended and Restated Credit Agreement, dated as of
March 30, 1998 (the "CREDIT AGREEMENT");

          WHEREAS, the Borrower and the Lenders desire to amend the Credit
Agreement in the manner hereinafter set forth;

          NOW THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements hereinafter contained, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower and the Lenders, each intending to be legally
bound, hereby mutually agree as follows:

          1.   CAPITALIZED TERMS.  All capitalized terms used herein and
not otherwise defined shall have the respective meanings ascribed to such
terms in the Credit Agreement.

          2.   AMENDMENT OF ARTICLE I OF THE CREDIT AGREEMENT.

          SECTION 1.1 of the Credit Agreement is hereby amended by amending
the following Definitions:

          "APPLICABLE TRANCHE B MARGIN" is amended by substituting the date
     "December 31, 1998" for the date "March 31, 1999".

          "REVOLVING CREDIT LOANS COMMITMENT" is amended (i) by
     substituting the dollar amount "$9,500,000" for the dollar amount
     "$12,000,000" and (ii) by substituting the date "March 31, 2001" for
     the date "March 31, 2000".

          "SPECIFIED ASSET DISPOSITION" is amended by substituting the
     words "those certain Asset Dispositions listed on SCHEDULE 9.12" for
     the words "as specified in Section 9.12A".

          "TOTAL DEBT" is amended by inserting the following at the end
     thereof:

          "MINUS the amount of the Borrower's unrestricted Cash
          Equivalents in excess of $10,000,000".

          3.   AMENDMENT OF ARTICLE II OF THE CREDIT AGREEMENT.

          (a)  SECTION 2.3(B) of the Credit Agreement is hereby amended by
substituting the number "22,500,000" for the number "2,500,000" where it
appears opposite the date "March 31, 2003".

          (b)  SECTION 2.3(C) of the Credit Agreement is hereby amended by
substituting the number "67,500,000" for the number "47,500,000" where it
appears opposite the date "March 31, 2004".

          (c)  SECTION 2.7(C) of the Credit Agreement is hereby amended and
restated in its entirety as follows:

          "(c) Notwithstanding either of the foregoing CLAUSE (A)
          or CLAUSE (B), unless there shall have occurred and be
          continuing a Default (in which case CLAUSE (B) above
          shall govern), all Net Proceeds of Specified Asset
          Dispositions received prior to July 1, 1999 shall be
          applied as a prepayment of the Revolving Credit Loans,
          unless and until the Revolving Credit Loans are paid in
          full, in which case the Net Proceeds otherwise required
          to be applied as a prepayment thereof shall be retained
          by the Borrower".
          (d)  SECTION 2.9 of the Credit Agreement is hereby amended by
inserting the following at the beginning of the sentence beginning with the
words "In the event," which appears in the 10th line of the second full
paragraph:

          "In the case of prepayments pursuant to SECTION 2.6,
          the Borrower shall have the right to specify the Loans
          and in the case of prepayments pursuant to SECTION 2.6
          or 2.7, the Borrower shall have the right to specify
          the Type of Loans to be prepaid, unless there shall
          have occurred and be continuing a Default, in which
          case, or".

          4.   AMENDMENT OF SECTION 9.5 OF THE CREDIT AGREEMENT.  SECTION
9.5 of the Credit Agreement is hereby amended by inserting the following
sentence immediately before the penultimate sentence of such SECTION 9.5,
which sentence begins with the words "Any Acquisition permitted":

          "Notwithstanding the foregoing, in connection with an
          Acquisition, in no event shall the Borrower or any of
          its Subsidiaries be required to grant to the Agent or
          the Lenders any Lien or Security Interest in respect of
          any real Property or personal Property which is leased
          by the Borrower or such Subsidiary of the Borrower
          (other than any such property leased by the Borrower to
          a Subsidiary, or leased by a Subsidiary (other than an
          Excluded Subsidiary) to the Borrower or another
          Subsidiary)".

          5.   AMENDMENT OF SCHEDULE 1.1(D) OF THE CREDIT AGREEMENT.
SCHEDULE 1.1(D) to the Credit Agreement is hereby amended and restated in
its entirety by substituting therefor SCHEDULE 1.1(D) attached hereto.

          6.   REPLACEMENT NOTES.  In furtherance of the foregoing
transaction, the Borrower shall execute and deliver to each of the Lenders
its replacement promissory notes dated the Effective Date in the form of
Annexes A-1 through A-3 hereto attached (the "REPLACEMENT NOTES").  The
principal amount of each Replacement Note delivered to each Lender shall
equal such Lender's Commitment, giving effect to the execution and delivery
hereof.  The Replacement Notes shall, upon acceptance by the Lenders, as of
the Effective Date constitute replacements and substitutions for the Notes
dated March 30, 1998 in the aggregate principal amount of $255,000,000
issued by the Borrower to the order of the Lenders pursuant to the Credit
Agreement.  All references in the Credit Agreement to the Notes shall, from
and after the Effective Date, be deemed to refer to the Replacement Notes,
the same as if such Replacement Notes were the Notes defined, described and
referred to in the Credit Agreement.  Upon acceptance of the Replacement
Notes, the Lenders agree to return to the Borrower the Notes marked
"Replaced as of June 15, 1998".

          7.   FURTHER REPRESENTATIONS OF THE BORROWER.

          (a)  The execution, delivery and performance by the Borrower of
this Amendment and the consummation of the transactions contemplated hereby
have been duly authorized by all requisite corporate or other entity action
on the part of the Borrower and do not and will not (i) violate or conflict
with, or result in a breach of, or require any consent, except as may have
been obtained under (x) the Borrower's articles of incorporation or bylaws,
the violation of, conflict with, or breach of, which could reasonably be
expected to have a Material Adverse Effect, (y) any Governmental
Requirement or any order, writ, injunction or decree of any arbitrator the
violation of, conflict with, or breach of, which could reasonably be
expected to have a Material Adverse Effect, or (z) any material agreement,
document or instrument to which the Borrower is a party or by which the
Borrower or any of its Property is bound or subject, the violation of,
conflict with, or breach of, which could reasonably be expected to have a
Material Adverse Effect, or (ii) constitute a default under any such
material agreement, document or instrument which default could reasonably
be expected to have a Material Adverse Effect, or result in the creation or
imposition of any Lien (except for those in favor of Agent pursuant to the
Security Documents as provided in ARTICLE 5 of the Credit Agreement and
except for Permitted Liens) upon any of the revenues or Property of the
Borrower.

          (b)  This Amendment has been duly and validly executed and
delivered by the Borrower and constitutes the legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance
with its terms, except as limited by bankruptcy, insolvency or other laws
of general application relating to the enforcement of creditors' rights and
general principles of equity.

          (c)  No authorization, approval or consent of, and no filing or
registration with or notice to, any Governmental Authority is or will be
necessary for the execution, delivery or performance by the Borrower of
this Amendment or for the validity or enforceability thereof in respect of
the Borrower, except for such consents, approvals and filings as have been
validly obtained or made and are in full force and effect.  The Borrower
has not failed to obtain any governmental consent, Permit or franchise
necessary for the ownership of any of its Properties or the conduct of its
business except where the failure to do so could not reasonably be expected
to have a Material Adverse Effect.

          (d)  The Borrower further represents and warrants that (i) all of
the representations and warranties made by the Borrower in ARTICLE VII of
the Credit Agreement, and in each other Loan Document, are true and correct
on and as of the date hereof, as though made on the date hereof except for
any such representation and warranties as are expressly stated to be made
as of a particular date; and (ii) no Default or Event of Default shall have
occurred and be continuing as of the Effective Date.

          8.   CONDITIONS.  The obligations of the Lenders under this
Amendment are subject to the condition precedent that this Amendment and
the Replacement Notes shall have been duly executed by the Borrower and
delivered to the Lenders, and each Lender shall have executed and delivered
a counterpart hereof.

          9.   RATIFICATION OF CREDIT AGREEMENT.  All terms and provisions
of the Credit Agreement not expressly amended hereby are hereby ratified
and reaffirmed and shall remain in full force and effect without
interruption, change, or impairment of any kind.

          10.  GENERAL.

          (a)  APPLICABLE LAW.  This Amendment has been delivered and
accepted in, and shall be a contract made under and governed by the laws of
the State of New York.

          (b)  BINDING EFFECT.  This Amendment shall be binding upon and
inure to the benefit of the Borrower and the Lenders and their respective
successors and assigns.

          (c)  HEADINGS.  The Section and subsection headings of this
Amendment are for convenience and shall not affect, limit or expand any
term or provision hereof.

          (d)  COUNTERPARTS.  This Amendment may be executed in as many
counterparts as may be deemed necessary or convenient, and each counterpart
shall be deemed an original.  No one counterpart need be signed by all
parties hereto, but all such counterparts shall constitute but one and the
same instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to Amended and Restated Credit Agreement to be executed and
delivered by their duly authorized officers, to be deemed effective as of
the Effective Date.

                    BORROWER:

                    PARACELSUS HEALTHCARE CORPORATION


                    By:
                         Deborah H. Frankovich
                         Senior Vice President and Treasurer

                    ADDRESS FOR NOTICES:

                    515 West Greens Road, Suite 800
                    Houston, Texas  77067
                    Telephone No.: 281-774-5100
                    Telecopy No.:  281-774-5110
                    Attn:  James G. VanDevender
                         Senior Executive Vice President and Chief
                         Financial Officer


                    LENDERS:

                    PARIBAS, as the Agent, as the Issuing Bank and as a
                    Lender


                    By:
                         Timothy A. Donnon
                         Managing Director


                    By:
                         Glenn E. Mealey
                         Director


                    ADDRESS FOR NOTICES:

                    Paribas
                    The Equitable Tower
                    787 Seventh Avenue
                    New York, New York 10019
                    Telephone No.: 212-841-2000
                    Telecopy No.: 212-841-2146
                    Attn:  Corporate Banking Group

                    with a copy to:
                    Paribas
                    1200 Smith Street, Suite 3100
                    Houston, Texas 77002
                    Telephone No.: 713-659-4811
                    Telecopy No.:  713-659-3832
                    Attention:  Corporate Banking Group

                    TORONTO DOMINION (TEXAS), INC., as Documentation Agent
                    and as a Lender


                    By:
                         Authorized Signatory
                         Title:


                    ADDRESS FOR NOTICES:

                    909 Fannin, Suite 1700
                    Houston, Texas  77010
                    Telephone:  713-653-8281
                    Telecopy:  713-951-9921
                    Attn:



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<PAGE>







                    BANK OF MONTREAL, as Administrative Agent and as a
                    Lender


                    By:
                         Ronald A. Launsbach
                         Director

                    ADDRESS FOR NOTICES:

                    601 S. Figueroa Street
                    Suite 4900
                    Los Angeles, California  90017
                    Telephone:   (213) 239-0602
                    Telecopy:   (213) 239-0680
                    Attn:  Ronald A. Launsbach



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